CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT
This
Consulting Services Agreement (the ÒAgreementÓ) is entered into this 1st day
of
January,
2008 by and between Damian Xxxxx Xxxxxxx, 0000 0xx Xxxxxx Xx. 0, Xxxxx Xxxxxx,
XX, 00000, (hereinafter referred to as ÒConsultantÓ), and eDOORWAYS Corporation,
a Delaware corporation, and its successors, affiliates and assigns, (hereinafter
referred to as ÒClientÓ), (collectively referred to as theÓ PartiesÓ) with
reference to the following:
Preliminary
Statement
A. This
agreement supercedes and takes the place of the Non-Employee Director Agreement
between the parties hereto which is dated January 1, 2007.
B. The Client desires to
be assured of the association and services of the Consultant in order to avail
itself of the Consultant’s experience, skills, abilities, knowledge, and
background to facilitate its operations, and to advise the Client in business
and/or financial and merger/acquisition matters and is therefore willing to
engage Consultant upon the terms and conditions set forth herein. Consultant
desires to be assured, and Client desires to assure Consultant, that, if
Consultant associates with Client and allocates its resources necessary to
provide Client with its business advisory and consulting services, Consultant
will be paid the consideration described herein and said consideration will be
nonrefundable, regardless of the circumstances.
Consultant
agrees to be engaged and retained by Client and upon the terms and conditions
set forth herein.
NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
1. Engagement,
Client hereby engages Consultant on a non-exclusive basis, and Consultant hereby
accepts the engagement to become a business Consultant to Client and to render
advice, consultation, information, and services to the Directors and/or Officers
of Client regarding general business matters including, but not limited to the
following:
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1.1
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Member,
eDOORWAYS Board of Directors. Consultant
agrees to serve on the Board of Directors of the Company for the
Term of this Agreement. Consultant is and shall remain a
non-employee of the Client. Consultant and any agents or
employees of Consultant shall not act as an officer or employee of
Client. Consultant has no authority to assume or create any
commitment or obligation on behalf of, or to bind, Client in any respect
in an individual capacity.
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1.2
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Director,
"Net Generation" Business Development.
Consultant agrees to assume primary responsibility for the
extension and implementation of the eDOORWAYS brand into the
"Net Generation" market. Here, "Net Generation" shall refer to
young adult consumers who currently are familiar with and actively use the
Internet and its services. Consultant assumes the lead role in
the creation of all marketing, advertising and other strategic elements
required in implementing the brand, subject to the approval of eDOORWAYS
executive management.
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1.3
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eDOORWAYS
Brand Implementation. Consultant agrees to assist
in the development, implementation, and launch of the eDOORWAYS brand as
required by Client. From time to time, executive management of
Client may ask for the assistance of Client as the company launches the
eDOORWAYS brand. Consultant shall, the best extent of his
abilities, render such assistance as
required.
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1.4
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Standard
of Performance.
Consultant shall devote such time and efforts to the affairs of the Client
as is reasonably necessary to render the services contemplated by this
Agreement. The time frame for completion of any work or task of Consultant
provided for herein which requires Client to provide certain information
to assist Consultant in completion of the work shall be extended (without
effect upon any obligation of Client) until such time as Client has fully
provided all information and cooperation necessary for Consultant to
complete the work. The services of Consultant shall not include the
rendering of any legal opinions or the performance of any work that is in
the ordinary purview of a certified public accountant, or other licensed
professional. Consultant cannot guarantee results on behalf of Client, but
shall use commercially reasonable efforts in providing the services listed
above.
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2.
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Compensation
to Consultant
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a. Member, Board
of Directors - Monthly Retainer Fee. Client
shall pay Consultant a monthly retainer fee of two thousand five hundred dollars
($2,500), the first of which payments shall be due and payable upon execution of
this Agreement. Subsequent payments shall be due and payable on the first of
each month following execution of this Agreement for the entire term of this
Agreement. In addition, Client shall pay Consultant the additional
sum of thirty thousand dollars ($30,000) for services performed under the
original Non-Employee Board Agreement that was initiated on January 1st,
2007. Payment of both the monthly retainer fee and the additional sum
may be made by Client according to the terms of Paragraph 2.d.
below.
b. Director,
"Net Generation" Monthly Retainer Fee. .
Client shall pay Consultant a monthly retainer fee of seven thousand
dollars ($7,000), the first of which payments shall be due and payable upon
execution of this Agreement. Subsequent payments shall be due and payable on the
first of each month following execution of this Agreement for the entire term of
this Agreement. Client shall also pay Consultant the additional sum
of twenty-one thousand dollars ($21,000.00) for Paragraph "2b" services rendered
by Consultant during the fourth quarter of 2007. Payment of both the
monthly retainer fee of $7,000 and the additional sum of $21,000 may be made by
Client according to the terms of Paragraph 2.d below.
c, Fundraising
Commission. Client agrees to pay Consultant the sum of eight thousand
dollars ($8,000) as commission due and payable to Consultant for his role in
procuring $80,000 in investment capital to satisfy the company's December, 2007
operating requirements. Payment of the $8,000 commission may be made
by Client according to the terms of Paragraph 2.d below.
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d.
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Form of
Retainer Fee Payment. For each monthly retainer fee
payment, Consultant may elect to receive payment in the form of common
stock of eDOORWAYS Corporation or its successor(s) rather than in a cash
payment. In the event that Consultant elects to receive common stock, the
issuance of said shares shall be registered with the U.S. Securities and
Exchange Commission on its Form S-8 or similar registration within five
days of delivery of such stock to Consultant. The number of shares to be
received by Consultant shall be calculated by dividing the amount of the
monthly retainer fee payment by the average trading price for the five
days prior to the date payment is
due.
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Payment
of the original sum of $30,000 described in Paragraph 2.a. above may also be
made in cash or common stock as described in this Paragraph. Should
Consultant elect to receive cash, the timing of the cash payment shall be
determined by Client.
Payment
of the original sum of $21,000 described in Paragraph 2.b. above may also be
made in cash or common stock as described in this Paragraph. Should
Consultant elect to receive cash, the timing of the cash payment shall be
determined by Client.
e. Share
Fee. As compensation under this Agreement, Consultant will
receive at the Consultant’s election and option, and as previously specified in
the Non-Employee Director Agreement dated January 1, 2007, five
hundred thousand (500,000) shares of the Company’s Common Stock, $0.001 par
value (the “Shares”), a non-employee director stock option to purchase five
hundred thousand (500,000) shares, or a Warrant to purchase five hundred
thousand (500,000) shares. Any option or warrant issued
pursuant to this agreement will contain a provision for the cashless exercise of
said option or warrant. The price of any Shares issued or purchased
pursuant to this Agreement shall be deemed to be $0.05 per Share, which is one
hundred percent (100%) of the fair market value of the Shares on the date
hereof.
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f.
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Reimbursement
for Expenses, Consultant shall submit to Client a monthly invoice
for all expenses incurred on Client’s behalf, as specified in Par. 2.1
below, Client agrees to reimburse Consultant for such expenses within ten
(10) days from receipt of the
statement.
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2.1
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Expenses.
Client shall reimburse Consultant for reasonable expenses incurred in
performing its duties pursuant to this Agreement (including, but not
limited to printing, postage, express mail, photo reproduction, travel,
lodging, and long distance telephone cell phone, entertainment, software
and facsimile charges), pursuant to the terms of Par. 2(d)
above.
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2.2
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Additional
Fees. Client and Consultant shall mutually agree upon any
additional fees that Client may pay in the future for services rendered by
Consultant under this Agreement. Such additional agreement(s) may,
although there is no requirement to do so, be attached hereto and made a
part hereof as Exhibits beginning with
ÒA.Ó
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3.
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INDEMNIFICATION.
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3.1.
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The
Client agrees to indemnify and hold harmless Consultant against any and
all liability, loss and costs, expenses or damages, including but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever or howsoever caused by Consultant in
the performance of his duties under this Agreement, or by reason of any
injury (whether to body, property, personal or business character or
reputation) sustained by any person or to any person or property, arising
out of any act, failure to act, neglect, any untrue or alleged untrue
statement of a material fact or failure to state a material fact which
thereby makes a statement false or misleading, or any breach of any
material representation, warranty or covenant by Client or any of its
agents, employees, or other representatives. All remedies
provided by law, or in equity shall be cumulative and not in the
alternative.
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4
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CONFIDENTIALITY
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4.
1
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Consultant
and Client each agree to keep confidential and provide reasonable security
measures to keep confidential information where release may be detrimental
to their respective business interests. Consultant and Client shall each
require their employees, agents, affiliates, other licensees, and others
who will have access to the information through Consultant and Client
respectively, to first enter appropriate non-disclosure Agreements
requiring the confidentiality contemplated by this Agreement in
perpetuity.
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4.2
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Consultant
will not, either during its engagement by the Client pursuant to this
Agreement or at any time thereafter, disclose, use or make known for its
or another’s benefit any confidential information, knowledge, or data of
the Client or any of its affiliates in any way acquired or used by
Consultant during its engagement by the Client, Confidential information,
knowledge or data of the Client and its affiliates shall not include any
information that is, or becomes generally available to the public other
than as a result of a disclosure by Consultant or its
representatives.
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5 INDEPENDENT
CONTRACTOR
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5.1
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In
his performance hereunder, Consultant and his agents shall be independent
contractors. Consultant shall complete the services required hereunder
according to his own means and methods of work, shall be in the exclusive
charge and control of Consultant, and shall not be subject to the control
or supervision of Client, except as to the results of the work. Client
acknowledges that nothing in this Agreement shall be construed to require
Consultant to provide services to Client at any specific time, or in any
specific place or manner. Payments to Consultant hereunder shall not be
subject to withholding taxes or other employment taxes as required with
respect to compensation paid to an employee. It is further understood and
agreed that Consultant’s compensation under this Agreement is not for any
capital raising or stock promotion or
support.
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6.
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MISCELLANEOUS
PROVISIONS
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6.1
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Amendments
and Modification. This
Agreement may be amended, modified and supplemented only by written
agreement of Consultant and Client,
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6.2
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Assignment.
This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and permitted assigns. The obligations of either party hereunder cannot be
assigned without the express written consent of the other
party.
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6.3
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Binding Effect.
All obligations of Client under this Agreement shall be binding upon, and
fully enforceable against, Client, its agents, officers, directors,
successors, assigns, affiliates and
purchasers.
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6.3
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Governing
Law; Venue. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the
laws of the State of Texas, without regard to its conflict of law
doctrine. Client and Consultant agree that if any action is instituted to
enforce or interpret any provision of this Agreement, the jurisdiction and
venue shall be Houston, Texas.
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6.4
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Attorneys’
Fees and Costs. If any action is necessary to enforce and collect
upon the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys’ fees and costs, in addition to any other relief
to which that party may be entitled. This provision shall be construed as
applicable to the entire Agreement.
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6.5
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Survivability.
If any part of this Agreement is found, or deemed by a court of competent
jurisdiction, to be invalid or unenforceable, that part shall be severable
from the remainder of the
Agreement.
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6.6
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Facsimile
Signatures.
The Parties hereto agree
that this Agreement may be executed by facsimile signatures and such
signature shall be deemed originals. The Parties further agree that within
ten (10) days following the execution of this Agreement, they shall
exchange original signature pages.
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7. TERM/TERMINATION.
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7.1
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The
Term of this Agreement (the ÒTermÓ)
shall commence on January 1, 2008 and shall continue until January 1,
2009. The parties to this Agreement agree that prior to 30 days before the
end of the Term they will notify each other of their intent to extend this
Agreement. If an extension is not agreed upon, the Agreement
will terminate at the end of the Term. In the event that there
is an extension and either party wishes to terminate the agreement, the
terminating party will notify the other party of such intent at least 30
days prior to the date of
termination.
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a.
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Early
Termination With or Without Cause. Either
party may terminate this Agreement with or without cause with 30 days
advance written notice.
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b.
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Early
Termination for Material Breach or Bankruptcy.
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Notwithstanding
the provisions of Section 7 above, either party may terminate this Agreement for
the following:
i. On
or after the thirtieth (30th) day after such party gives the other party written
notice of a material breach by such other party of any obligation hereunder
unless such breach is cured within thirty (30) days following the breaching
party’s receipt of such written notice. Neither party will be liable to the
other party for damages of any kind resulting from any rightful termination of
this Agreement as provided by this Section 7
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ii. Either
party may terminate this Agreement upon written notice
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the other
if such other party: (i) shall make an assignment for the benefit of creditors,
(ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the
appointment of, or be the subject of an order appointing, a trustee, liquidator
or receiver as to all or part of its assets, (iv) shall commence, approve or
consent to, any case or proceeding under any bankruptcy, reorganization or
similar law and, in the case of an involuntary case or proceeding, such case or
proceeding is not dismissed within forty-five (45) days following the
commencement thereof, or (v) shall be the subject of an order for relief in an
involuntary case under federal bankruptcy law.
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8.
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CLIENT
REPRESENTATIONS, WARRANTS AND
COVENANTS.
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8.1
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Client
represents, warrants and covenants to the Consultant as
follows:
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Client
has the full authority, right, power and legal capacity to enter into this
Agreement and to consummate the transactions that are provided for herein. The
execution of this Agreement by the Client and its delivery to the Consultant,
and the consummation by it of the transactions which are contemplated herein
have been duly approved and authorized by all necessary action by the Client’s
Board of Directors and no further authorization shall be necessary on the part
of the Client for the performance and consummation by the Client of the
transactions which are contemplated by this Agreement.
The
business and operations of the Client have been and are being conducted in all
material respects in accordance with all applicable laws, rules and regulations
of all authorities that affect the Client or its properties, assets, businesses
or prospects. The performance of this Agreement shall not result in any breach
of, or constitute a default under, or result in the imposition of any lien or
encumbrance upon any property of the Client or cause acceleration under any
arrangement, agreement or other instrument to which the Client is a party or by
which any of its assets are bound. The Client has performed in all respects all
of its obligations which are, as of the date of this Agreement, required to be
performed by it pursuant to the terms of any such agreement, contract or
commitment.
Consultant
makes no representations or warranties other than those contained within this
Agreement.
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9.
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NOTICES.
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9.1
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Any
notice or other communication required or permitted hereunder must be in
writing and sent by either (i) certified mail, postage prepaid, return
receipt requested and First Class mail; or (ii) overnight delivery with
confirmation of delivery; or (iii) facsimile transmission with an original
mailed by first class mail, postage prepaid, addressed as
follows:
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If to the
Client: Xxxx
X. Xxxxxxx
eDOORWAYS Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile No:
000-000-0000
If to
Consultant: Xxxxx
Xxxxxxx
0000 0xx Xxxxxx Xx.
0
Xxxxx Xxxxxx, XX 00000
Facsimile No:
000-000-0000
or in
each case to such other address and facsimile number as shall have last been
furnished by like notice. If mailing is impossible due to an absence of postal
service and other methods of sending notice are not otherwise available, notice
shall be hand-delivered to the aforesaid addresses. Each notice or communication
shall be deemed to have been given as of the date so mailed or delivered, as the
case may be; provided, however, that any notice sent by facsimile shall be
deemed to have been given as of the date sent by facsimile if a copy of such
notice is also mailed by first class mail on the date sent by facsimile; if the
date of mailing is not the same as the date of sending by facsimile, then the
date of mailing by first class mail shall be deemed to be the date upon which
notice given.
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10.
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COUNTERPARTS
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10.1
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This
Agreement may be executed simultaneously in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same
instrument.
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11.
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PRELIMINARY
STATEMENT
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11.1
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The
Preliminary Statement is incorporated herein by this reference and made a
material part of this Agreement
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**SIGNATURE
PAGE FOLLOWSÓ
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
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CLIENT:
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eDOORWAYS
Corporation
________________________________________________________
Xxxx X.
Xxxxxxx
Title: President
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Date:
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January
1st, 2008
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CONSULTANT:
________________________________________________________
Damian
Xxxxx Xxxxxxx
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Date:
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January
1st, 2008
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