Exhibit 10.10
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement"), dated as of May 27, 2004,
among Laurus Master Fund, Ltd. (the "Pledgee"), and GVI Security Solutions,
Inc., a Delaware corporation ("Pledgor").
BACKGROUND
Pledgor has entered into a Securities Purchase Agreement, dated as of May
27, 2004 (as amended, modified, restated or supplemented from time to time, the
"Securities Purchase Agreement"), and a Security Agreement dated as of May 27,
2004 (as amended, modified, restated or supplemented from time to time, the
"Security Agreement"), pursuant to which the Pledgee provides or will provide
certain financial accommodations to Pledgor.
In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Securities Purchase Agreement and the
Security Agreement, Pledgor has agreed to pledge and grant a security interest
in the collateral described herein to the Pledgee on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Defined Terms. All capitalized terms used herein which are not defined
shall have the meanings given to them in the Securities Purchase Agreement and
the Security Agreement, as applicable.
2. Pledge and Grant of Security Interest. To secure the full and punctual
payment and performance of (the following clauses (a) and (b), collectively, the
"Indebtedness") (a) the obligations under the Securities Purchase Agreement and
the Related Agreements referred to in the Securities Purchase Agreement, and the
Security Agreement and the Ancillary Agreements referred to in the Security
Agreement (collectively, the "Documents") and (b) all other indebtedness,
obligations and liabilities of Pledgor to the Pledgee whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (in each case, irrespective
of the genuineness, validity, regularity or enforceability of such Indebtedness,
or of any instrument evidencing any of the Indebtedness or of any collateral
therefor or of the existence or extent of such collateral, and irrespective of
the allowability, allowance or disallowance of any or all of such in any case
commenced by or against Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including,
without limitation, obligations or indebtedness of Pledgor for post-petition
interest, fees, costs and charges that would have accrued or been added to the
Indebtedness but for the commencement of such case), Pledgor hereby pledges,
assigns, hypothecates, transfers and grants a security interest to Pledgee in
all of the following (the "Collateral"):
(a) the shares of stock set forth on Schedule A annexed hereto and
expressly made a part hereof (together with any additional shares of stock or
other equity interests acquired by Pledgor, the "Pledged Stock"), the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;
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(b) all additional shares of stock of any issuer (each, an "Issuer")
of the Pledged Stock from time to time acquired by Pledgor in any manner,
including, without limitation, stock dividends or a distribution in connection
with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and
(c) all options and rights, whether as an addition to, in
substitution of or in exchange for any shares of any Pledged Stock and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.
3. Delivery of Collateral. All certificates representing or evidencing the
Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant
hereto and shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to Pledgee. Pledgor
hereby authorizes the Issuer upon demand by the Pledgee to deliver any
certificates, instruments or other distributions issued in connection with the
Collateral directly to the Pledgee, in each case to be held by the Pledgee,
subject to the terms hereof. Upon an Event of Default (as defined below) that
has occurred and is continuing beyond any applicable grace period, the Pledgee
shall have the right, during such time in its discretion and without notice to
Pledgor, to transfer to or to register in the name of the Pledgee or any of its
nominees any or all of the Pledged Stock. In addition, the Pledgee shall have
the right at such time to exchange certificates or instruments representing or
evidencing Pledged Stock for certificates or instruments of smaller or larger
denominations.
4. Representations and Warranties of Pledgor. Pledgor represents and
warrants to the Pledgee (which representations and warranties shall be deemed to
continue to be made until all of the Indebtedness has been paid in full and each
Document and each agreement and instrument entered into in connection therewith
has been irrevocably terminated) that:
(a) the execution, delivery and performance by Pledgor of this
Agreement and the pledge of the Collateral hereunder do not and will not result
in any violation of any agreement, indenture, instrument, license, judgment,
decree, order, law, statute, ordinance or other governmental rule or regulation
applicable to Pledgor;
(b) this Agreement constitutes the legal, valid, and binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms;
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(c) (i) all Pledged Stock owned by Pledgor is set forth on Schedule
A hereto and (ii) Pledgor is the direct and beneficial owner of each share of
the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly
authorized, validly issued and are fully paid and nonassessable;
(e) no consent or approval of any person, corporation, governmental
body, regulatory authority or other entity, is or will be necessary for (i) the
execution, delivery and performance of this Agreement, (ii) the exercise by the
Pledgee of any rights with respect to the Collateral or (iii) the pledge and
assignment of, and the grant of a security interest in, the Collateral
hereunder;
(f) there are no pending or, to the best of Pledgor's knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral;
(g) Pledgor has the requisite power and authority to enter into this
Agreement and to pledge and assign the Collateral to the Pledgee in accordance
with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the
pledge and security interest granted to Pledgee hereunder, the Collateral shall
be, immediately following the closing of the transactions contemplated by the
Documents, free and clear of any other security interest, pledge, claim, lien,
charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens").
(i) there are no restrictions on transfer of the Pledged Stock
contained in the certificate of incorporation or by-laws (or equivalent
organizational documents) of the Issuer or otherwise which have not otherwise
been enforceably and legally waived by the necessary parties.
(j) none of the Pledged Stock has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.
(k) the pledge and assignment of the Collateral and the grant of a
security interest under this Agreement vest in the Pledgee all rights of Pledgor
in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the
issued and outstanding shares of capital stock of each Issuer.
5. Covenants. Pledgor covenants that, until the Indebtedness shall be
satisfied in full and each Document and each agreement and instrument entered
into in connection therewith is irrevocably terminated:
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(a) Pledgor will not sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor will
Pledgor create, incur or permit to exist any Lien whatsoever with respect to any
of the Collateral or the proceeds thereof other than that created hereby.
(b) Pledgor will, at its expense, defend Pledgee's right, title and
security interest in and to the Collateral against the claims of any other
party.
(c) Pledgor shall at any time, and from time to time, upon the
written request of Pledgee, execute and deliver such further documents and do
such further acts and things as Pledgee may reasonably request in order to
effect the purposes of this Agreement including, but without limitation,
delivering to Pledgee upon the occurrence of an Event of Default irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee. Until
receipt thereof, upon an Event of Default that has occurred and is continuing
beyond any applicable grace period, this Agreement shall constitute Pledgor's
proxy to Pledgee or its nominee to vote all shares of Collateral then registered
in Pledgor's name.
(d) No Pledgor will consent to or approve the issuance of (i) any
additional shares of any class of capital stock or other equity interests of the
Issuer; or (ii) any securities convertible either voluntarily by the holder
thereof or automatically upon the occurrence or nonoccurrence of any event or
condition into, or any securities exchangeable for, any such shares, unless, in
either case, such shares are pledged as Collateral pursuant to this Agreement.
6. Voting Rights and Dividends.
(a) So long as no Event of Default shall have occurred and be
continuing:
(i) Pledgor may exercise any and all voting and other
consensual rights pertaining to the Collateral for any purpose not inconsistent
with the terms of this Agreement; provided, however, that (A) Pledgor will not
exercise or refrain from exercising any such right, as the case may be, if the
Pledgee gives it notice that, in its judgment, such action would have a material
adverse effect on the value of the Collateral or any part thereof, and (B)
Pledgor will give the Pledgee at least five business days' notice of the manner
in which it intends to exercise, or the reasons for refraining from exercising,
any such right which is reasonably likely to have a material adverse effect on
the value of the Collateral;
(ii) Pledgor may receive and retain any and all cash dividends
or other cash distributions paid in respect of the Collateral; and
(iii) Pledgee will execute and deliver (or cause to be
executed and delivered) to Pledgor all such proxies and other instruments as
Pledgor may reasonably request for the purpose of enabling Pledgor to exercise
the voting and other rights which it is entitled to exercise pursuant to
paragraph (i) of this Section 6(a) and to receive the dividends, distributions
and other payments which it is authorized to receive and retain pursuant to
paragraph (ii) of this Section 6(a).
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(b) Upon the occurrence and during the continuance of an Event of
Default, in addition to the Pledgee's rights and remedies set forth in Section
8:
(i) Pledgee shall (i) be entitled to vote the Collateral, (ii)
be entitled to give consents, waivers and ratifications in respect of the
Collateral (Pledgor hereby irrevocably constituting and appointing the Pledgee,
with full power of substitution, the proxy and attorney-in-fact of Pledgor for
such purposes) and (iii) be entitled to collect and receive for its own use cash
dividends paid on the Collateral; and
(ii) all dividends and all other distributions in respect of
any of the Collateral, shall be delivered to the Pledgee to hold as Collateral
and shall, if received by Pledgor, be received in trust for the benefit of the
Pledgee, be segregated from the other property or funds of any other Pledgor,
and be forthwith delivered to the Pledgee as Collateral in the same form as so
received (with any necessary endorsement).
7. Event of Default. An Event of Default shall be deemed to have occurred
and may be declared by the Pledgee upon the occurrence of an "Event of Default"
under any Document beyond any applicable cure period.
8. Remedies. In case an Event of Default shall have occurred and be
declared by the Pledgee, the Pledgee may:
(a) Transfer any or all of the Collateral into its name, or into the
name of its nominee or nominees;
(b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by the Issuer of
any right, privilege or option pertaining to any of the Collateral, and, in
connection therewith, to deposit and deliver any and all of the Collateral with
any committee, depository, transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability except
to account for property actually received by it; and
(c) Subject to any requirement of applicable law, sell, assign and
deliver the whole or, from time to time, any part of the Collateral at the time
held by the Pledgee, at any private sale or at public auction, with or without
demand, advertisement or notice of the time or place of sale or adjournment
thereof or otherwise (all of which are hereby waived, except such notice as is
required by applicable law and cannot be waived), for cash or credit or for
other property for immediate or future delivery, and for such price or prices
and on such terms as the Pledgee in its sole discretion may determine, or as may
be required by applicable law.
Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity of
redemption. All moneys received by the Pledgee hereunder whether upon sale of
the Collateral or any part thereof or otherwise shall be held by the Pledgee and
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applied by it as provided in Section 10 hereof. No failure or delay on the part
of the Pledgee in exercising any rights hereunder shall operate as a waiver of
any such rights nor shall any single or partial exercise of any such rights
preclude any other or future exercise thereof or the exercise of any other
rights hereunder. The Pledgee shall have no duty as to the collection or
protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Pledgee may exercise
its rights with respect to property held hereunder without resort to other
security for or sources of reimbursement for the Indebtedness. In addition to
the foregoing, Pledgee shall have all of the rights, remedies and privileges of
a secured party under the Uniform Commercial Code of New York regardless of the
jurisdiction in which enforcement hereof is sought.
9. Private Sale. Pledgor recognizes that the Pledgee may be unable to
effect (or to do so only after delay which would adversely affect the value that
might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act,
and may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Pledgor agrees that any such private sale may be
at prices and on terms less favorable to the seller than if sold at public sales
and that such private sales shall be deemed to have been made in a commercially
reasonable manner. Pledgor agrees that the Pledgee has no obligation to delay
sale of any Collateral for the period of time necessary to permit the Issuer to
register the Collateral for public sale under the Securities Act.
10. Proceeds of Sale. The proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied by the
Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of the Pledgee and to the reimbursement of the Pledgee for the prior
payment of such costs, reasonable expenses and charges incurred in connection
with the care and safekeeping of the Collateral (including, without limitation,
the reasonable expenses of any sale or any other disposition of any of the
Collateral), the expenses of any taking, attorneys' fees and reasonable
expenses, court costs, any other fees or expenses incurred or expenditures or
advances made by Pledgee in the protection, enforcement or exercise of its
rights, powers or remedies hereunder;
(b) Second, to the payment of the Indebtedness, in whole or in part,
in such order as the Pledgee may elect, whether or not such Indebtedness is then
due;
(c) Third, to such persons, firms, corporations or other entities as
required by applicable law including, without limitation, Section 9-504(1)(c) of
the UCC; and
(d) Fourth, to the extent of any surplus to Pledgor or as a court of
competent jurisdiction may direct.
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In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Indebtedness,
Pledgor shall be liable for the deficiency plus the costs and fees of any
attorneys employed by Pledgee to collect such deficiency.
11. Waiver of Marshaling. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.
12. No Waiver. Any and all of the Pledgee's rights with respect to the
Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the bankruptcy, insolvency or reorganization of Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by the Pledgee in reference to any of the Indebtedness.
Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if Pledgor had expressly agreed thereto
in advance. No delay or extension of time by the Pledgee in exercising any power
of sale, option or other right or remedy hereunder, and no failure by the
Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice the Pledgee's right to take any action against
Pledgor or to exercise any other power of sale, option or any other right or
remedy.
13. Expenses. The Collateral shall secure, and Pledgor shall pay to
Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys' fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of the Pledgee under this Agreement or
with respect to any of the Indebtedness.
14. Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee.
Upon the occurrence of an Event of Default, Pledgor hereby irrevocably
constitutes and appoints the Pledgee as Pledgor's true and lawful
attorney-in-fact, with full power of substitution, to execute, acknowledge and
deliver any instruments and to do in Pledgor's name, place and stead, all such
acts, things and deeds for and on behalf of and in the name of Pledgor, which
Pledgor could or might do or which the Pledgee may deem necessary, desirable or
convenient to accomplish the purposes of this Agreement, including, without
limitation, to execute such instruments of assignment or transfer or orders and
to register, convey or otherwise transfer title to the Collateral into the
Pledgee's name. Pledgor hereby ratifies and confirms all that said
attorney-in-fact may so do and hereby declares this power of attorney to be
coupled with an interest and irrevocable. If Pledgor fails to perform any
agreement herein contained, the Pledgee may itself perform or cause performance
thereof, and any costs and expenses of the Pledgee incurred in connection
therewith shall be paid by Pledgor as provided in Section 10 hereof.
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15. Waivers.
(a) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED
OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
16. Recapture. Notwithstanding anything to the contrary in this Agreement,
if the Pledgee receives any payment or payments on account of the Indebtedness,
which payment or payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver, or any other party under the United States
Bankruptcy Code, as amended, or any other federal or state bankruptcy,
reorganization, moratorium or insolvency law relating to or affecting the
enforcement of creditors' rights generally, common law or equitable doctrine,
then to the extent of any sum not finally retained by the Pledgee, Pledgor's
obligations to the Pledgee shall be reinstated and this Agreement shall remain
in full force and effect (or be reinstated) until payment shall have been made
to Pledgee, which payment shall be due on demand.
17. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
18. Miscellaneous.
(a) This Agreement constitutes the entire and final agreement among
the parties with respect to the subject matter hereof and may not be changed,
terminated or otherwise varied except by a writing duly executed by the parties
hereto.
(b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and signed by
the party sought to be charged, and then such waiver shall be effective only in
the specific instance and for the purpose for which given.
(c) In the event that any provision of this Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this Agreement shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation, or rule of law, such provision shall be deemed
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inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions, or circumstances other than
to whom or to which it is held invalid or unenforceable shall not be affected
thereby, nor shall same affect the validity or enforceability of any other
provision of this Agreement.
(d) This Agreement shall be binding upon Pledgor, and Pledgor's
successors and assigns, and shall inure to the benefit of the Pledgee and its
successors and assigns.
(e) Any notice or other communication required or permitted pursuant
to this Agreement shall be given in accordance with the Securities Purchase
Agreement.
(f) This Agreement shall be governed by and construed and enforced
in all respects in accordance with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York.
(g) PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH
COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. PLEDGOR FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR
A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY
BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF
NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN
SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. PLEDGOR
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON
AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED
UPON FORUM NON CONVENIENS.
(h) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which when taken together shall
constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission shall be deemed an original signature hereto.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
GVI SECURITY SOLUTIONS, INC.
By:__________________________
Name:
Title
LAURUS MASTER FUND, LTD.
By:__________________________
Name:
Title:
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SCHEDULE A to the Stock Pledge Agreement
Pledged Stock
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Issuer Class of Stock Stock Certificate Par Value Number of
Number Shares
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GVI Security, Inc. Common 21 $.001 100
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