Exhibit 10.16
SETTLEMENT AGREEMENT
This is a Settlement Agreement (the "Agreement") among the following
persons and entities, effective as of the 26th day of June, 2001:
EMB Corporation, a Hawaii corporation ("EMB");
e-Net Xxxxxxxxx.Xxx Corporation, a Nevada corporation ("e-Net");
AMRES Holding LLC, a Nevada corporation ("AMRES Holding");
Xxxxxxx Xxxxxxxx ("Xxxxxxxx"; collectively, AMRES Holding and Xxxxxxxx are
the "Xxxxxxxx Parties"); and
Xxxxxxxx xx Xxxx, an investment banking firm domiciled in England, United
Kingdom ("WdB").
RECITALS
--------
A. On or about May 7, 1999, EMB, AMRES Holding and Xxxxxxxx entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement"), whereby EMB acquired
all of the shares of common stock of American Residential Funding, Inc., a
Nevada corporation ("AMRES Funding"), from AMRES Holding. The provisions of the
Stock Purchase Agreement provided for the contingency of a rescission of the
AMRES Funding acquisition under certain enumerated circumstances or a subsequent
issuance of additional EMB Common Stock to AMRES Holding in the event that the
initial 2,000,000 shares of EMB Common Stock issued to AMRES Holding pursuant to
the Stock Purchase Agreement did not have an aggregate value of at least
$2,000,000 as of December 31, 2000 (collectively, the "Contingent EMB / AMRES
Holding Transaction").
B. EMB and the Xxxxxxxx Parties agree that, as of December 31, 2000, the
initial 2,000,000 shares of EMB Common Stock issued to AMRES Holding had a
value, which, in the aggregate, was less than $2,000,000. AMRES Holding did not
elect to rescind the AMRES Funding acquisition and reserved its rights to demand
a subsequent issuance of additional EMB Common Stock.
-1-
C. On or about April 12, 2000, EMB and e-Net entered into an Amended and
Restated Purchase Agreement (the "e-Net / EMB Agreement"), whereby e-Net, among
other things, acquired all of the common stock of AMRES Funding from EMB. Among
the provisions of the e-Net / EMB Agreement were (i) Paragraph 2.2, which
provided for the issuance of 7,500,000 shares of e-Net Common Stock (the
"Initial e-Net Shares") to EMB, such stock to be registered with the Securities
and Exchange Commission (the "SEC") pursuant to the registration requirements of
the Securities Act of 1933, as amended (the "1933 Act"), and the issuance of a
promissory note of e-Net in favor of EMB in the initial amount of $4,000,000
(the "Initial e-Net / EMB Note"), (ii) Paragraph 3.9, which provided that e-Net
was obligated to prosecute with diligence the registration of the Initial e-Net
Shares, and (iii) EMB's obligation to pay all outstanding leases covering
equipment and/or furniture that were to be utilized by e-Net in the operation of
the businesses transferred to it by the e-Net / EMB Agreement.
D. The Initial e-Net / EMB Note has been partially paid by e-Net, such that
the sum of the current, outstanding, aggregate principal balance of the Initial
e-Net / EMB Note and another obligation of e-Net in favor of EMB is
US$1,213,616, including interest on the obligations accrued to the date hereof
(collectively, the "e-Net Obligations").
E. On or about August 4, 2000, e-Net caused to be filed with the SEC a
Registration Statement on Form S-1, which included the Initial e-Net Shares.
Subsequent thereto, comments concerning the Registration Statement from the SEC
were received by e-Net. On or about April 5, 2001, e-Net caused to be filed with
the SEC an Amended Registration Statement (the "S-1/A"). Subsequent thereto,
e-Net received comments concerning the S-1/A from the SEC. EMB acknowledges
that, as of the date of this Agreement, e-Net does not have the financial
resources available to devote to the completion of a response to the latest
comments of the SEC nor to complete the registration process.
F. On or about July 6, 0000, XxX entered into an agreement with EMB (the
"EMB / WdB Loan Agreement") to lend EMB the sum of $700,000 (the "Initial EMB /
WdB Obligation").
-2-
G. On or about September 12, 2000, WdB and EMB entered into a revision of
the EMB / WdB Loan Agreement, which, among other things, (i) extended the
maturity date for the Initial EMB / WdB Xxxxxxxxxx xx Xxxxxxx 0, 0000, (xx)
provided for interest on the then-unpaid principal balance of $657,349 at a rate
of ten percent (10%) per annum with a penalty interest rate of twenty-four
percent (24%) per annum, effective on the maturity date, in the event that the
Initial EMB / WdB Obligation then remained unpaid, and (iii) a purported
guarantee of the Initial EMB / WdB Obligation by e-Net. As of the date of this
Agreement, the Initial EMB / WdB Obligation to WdB remains unpaid, with a
principal balance and accrued interest to the date of this Agreement in the sum
of $657,349.
H. In connection with the revision of the EMB / WdB Loan Agreement, the
then-Chairman of the Board of e-Net executed a document on behalf of e-Net in
favor of WdB, which document purported to act as e-Net's guarantee of the
Initial EMB / WdB Obligation. Such purported obligation was not included in the
Stock Purchase Agreement.
I. During Xxxxxxxx'x tenure as Chief Executive Officer of e-Net, e-Net has
not tendered to Xxxxxxxx any compensation for his services in such capacity, but
Xxxxxxxx has received continuing compensation from AMRES Funding. In connection
with the transactions contemplated herein, Xxxxxxxx and e-Net wish to provide
for the delivery to Xxxxxxxx of certain consideration with respect to such
executive services that were rendered through and including May 31, 2001, as
well as with respect to certain other related items, but not including personal
guarantees executed by Xxxxxxxx for the benefit of e-Net and or AMRES Funding.
J. Xxxxx Xxxx LLP has provided legal services to EMB and e-Net and, in
connection therewith, has discussed certain matters with Xxxxxxxx, in his role
as president of e-Net and its subsidiaries and affiliates, and with other
individuals who serve, or have served, as executive officers or directors of
more than one of the parties hereto. The parties wish to provide waivers of any
potential conflicts that may exist in respect of such representations.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
-3-
AGREEMENT
---------
NOW, THEREFORE, in consideration of these presents and for such good and
other consideration, the receipt and adequacy of which is hereby acknowledged,
the parties hereto agree as follows:
General Provisions:
1. The recitals set forth above are incorporated by reference. Further, all
parties to this Agreement acknowledge and agree that the settlements contained
herein are in compromise and settlement of disputed claims between various of
the parties hereto, that the recitals, provisions, and covenants contained
herein are not to be construed as an admission of liability by any party, all of
which parties expressly deny any such liability, and that each of the parties
expressly acknowledges that the execution hereof does not constitute any assent
to any of such claims.
2. Each party will bear his or its own costs and attorneys fees associated
with the negotiation of this Agreement.
3. All parties to this Agreement agree to take such reasonable actions,
including, but not limited to, acknowledging, delivering or executing
instruments and documents, as may be required to effectuate the purposes of this
Agreement or to consummate the transactions that are contemplated herein.
4. This Agreement embodies the entire understanding and agreement among the
parties with respect to the subject matters contained herein and supersedes any
and all prior understandings and agreements relating to the subject matters.
5. This Agreement shall be binding upon and inure to the benefit of the
successors, assigns, and personal representatives of the parties.
6. This Agreement is made with reference to the laws of the State of
California and shall be interpreted and enforced under and pursuant to
California law.
-4-
7. This Agreement may be executed in counterparts and, when taken together,
each of which shall serve as an original.
8. At all material times herein, the parties have had the opportunity to
meet and confer with counsel of their own choosing to discuss the terms of this
Agreement and the effect of executing the same.
9. Except for the covenants, conditions, representations and warranties
otherwise contained in this Agreement, each of the parties hereby forever
releases and discharges each other party, its respective current and former
shareholders, officers, directors, employees, contractors, brokers,
representatives, affiliates, insurers, attorneys, agents, and successors and
assigns thereof from any and all claims, sanctions, or demands of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and undisclosed,
for damages, actual, consequential or punitive, past present and future, arising
out of or connected with any matter occurring on or prior to the date hereof,
including but not limited to any claims, whether arising under the transactions
previously entered into by the parties or otherwise. The parties hereto each
represent and warrant to the others that he or it is the owner of and has not
transferred any claims being hereby released.
The parties each acknowledge that the foregoing is a general release
intended to be interpreted broadly; provided, however, such release, in respect
of (i) WdB, shall not apply to the obligations created by the New EMB / WdB
Obligation, (ii) EMB, shall not apply to the obligations created by either of
the Interim e-Net / EMB Note (as defined in Paragraph 19 hereof) or the Final
e-Net / EMB Note (as defined in Paragraph 24 hereof), (iii) the Xxxxxxxx
Parties, shall not apply to the obligations created by the New e-Net / AMRES
Note (as defined in Paragraph 19 hereof) and to any employment-related
obligations between Xxxxxxxx and e-Net and its subsidiaries, and (iv) all of the
parties insofar as any of them is a holder of equity securities from and after
the date of this Agreement.
10. Each of the parties hereto hereby acknowledges that he or it has been
fully advised of Section 1542 of the Civil Code of the State of California, and
that except for the obligations arising out of this Agreement, the section and
the benefits thereof are hereby waived. Section 1542 reads as follows:
-5-
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him
must have materially affected his settlement with the
debtor."
In that regard, each of the parties hereto hereby acknowledge that he
or it may have sustained losses which are presently unknown or unsuspected, that
such damages and other losses as were sustained might otherwise, but for this
release, have given rise to additional complains, actions, causes of action,
claims demands and debts in the future. Nevertheless, the parties acknowledge
that this release has been negotiated and agreed upon in light of this
realization and, being fully aware of this situation, the parties nevertheless
intend to release, acquit and forever discharge each other from any and all such
unknown claims, including damages which are unknown or unanticipated. This
release may be pleaded as a defense or as a bar to any action or proceeding
which may be brought, instituted or taken with respect to any matters which are
in any way related to the Action and/or any claims released in this Agreement.
11. The parties hereto acknowledge and agree to the following methods to
resolve any disputes between them in respect of the transactions contemplated by
this Agreement.
a. Negotiation. Any party disputing a matter under this Agreement
(individually, a "Participant," and, collectively, the "Participants")
shall attempt in good faith to resolve any controversy, claim or dispute of
whatever nature between the Participants arising out of or related to this
Agreement or the construction interpretation, performance, breach,
termination, enforceability or validity hereof (a "Dispute") promptly by
negotiation between the Participants. If a party is not a Participant, he
or it shall not be bound by any resolution of the Dispute under this
Paragraph 11. Any Participant may require that any other party become a
Participant hereunder. Any Participant involved in the Dispute may give
written notice (herein the "Dispute Notice") of the Dispute at any time. If
the Dispute is not resolved within thirty (30) days after delivery of the
Dispute Notice, any Participant involved in the Dispute may initiate
mediation as provided in subsection (b) below.
-6-
b. Mediation. If the Dispute is not resolved by negotiation, the
Participants shall make a good faith attempt to settle the Dispute by
mediation. If the Participants cannot agree on the rules and procedures for
the mediation, then the Commercial Dispute Resolution Procedures of the
American Arbitration Association in effect on the date of this Agreement
(herein the "AAA Rules") shall apply. If the Participants cannot agree on
the selection of a mediator within sixty (60) days after delivery of the
Dispute Notice, the mediator will be selected pursuant to the AAA Rules.
Unless the Participants otherwise agree, the mediator shall be a neutral
and impartial lawyer with excellent academic and professional credentials,
who has actively practiced law for at least fifteen (15) years, who has
both training and experience as a mediator, and who has not previously been
involved in the subject matter of this Agreement. If the dispute has not
been resolved by mediation as provided above within ninety (90) days after
the delivery of the Dispute Notice, then the dispute shall be determined by
arbitration as provided in subsection (c) below.
c. Arbitration. If negotiation and mediation has not resolved the
Dispute, the Dispute shall be determined by binding arbitration in Orange
County, California (or other location mutually acceptable to the
Participants) by one arbitrator. If the Participants cannot agree on the
rules and procedures for the arbitration, then the AAA Rules shall apply.
If the Participants cannot agree on the selection of an arbitrator within
one hundred twenty (120) days after delivery of the Dispute Notice, the
arbitrator shall be selected pursuant to the AAA Rules. Unless the
Participants otherwise agree, the arbitrator shall be a neutral and
impartial lawyer with excellent academic and professional credentials who
has actively practiced law for at least fifteen (15) years, who has both
training and experience as an arbitrator, and who has not previously been
involved in the subject matter of this Agreement. The arbitrator's award
shall be based on applicable law and judicial precedent. Judgment on the
award rendered by the arbitrator may be entered into in any court having
jurisdiction thereof.
-7-
d. Costs. All costs and expenses incurred in connection with any
mediation or arbitration hereunder shall be divided evenly between the
Participants; provided, however, each party shall pay his or its own
attorneys' fees and other costs and expenses incurred by and for such party
with respect to such mediation and arbitration.
e. Injunctive Relief. Any Participant may seek from any court having
jurisdiction hereof any interim, provisional, or injunctive relief that may
be necessary to protect the rights or property of any Participant or
maintain the status quo before, during, or after the pendency of the
arbitration proceeding. The institution and maintenance of any judicial
action or proceeding for any such interim, provisional, or injunctive
relief shall not constitute a waiver of the right or obligation of any
Participant to submit the Dispute to arbitration, including any claims or
disputes arising from the exercise of any such interim, provisional, or
injunctive relief. The procedure set forth in this Paragraph 11 is the sole
procedure for resolving disputes and no party shall resort to litigation
except to the extent necessary to toll the running of an applicable statute
of limitations.
12. Consistent with the California Rules of Professional Conduct, the
parties hereto have been advised that Xxxxx Xxxx LLP has represented, directly
or indirectly, more than one of the parties hereto. This Paragraph 12 serves to
confirm that each of the "represented" parties hereby consents to such
"representation," whether in connection with the transactions contemplated by
this Agreement or otherwise. The parties hereto acknowledge that Xxxxx Xxxx LLP
has taken its standard steps to ensure that the confidences and documents of the
respective parties are not shared with the other parties hereto in respect of
the transactions contemplated by this Agreement.
13. The parties hereto agree that e-Net and EMB, being publicly-held
companies, have an obligation to advise the public of the general terms of this
Agreement. e-Net and EMB will mutually approve and issue a press release in
respect of the material terms of this Agreement. e-Net or EMB will file such
information concerning this Agreement with the SEC as each has been so advised
by their respective counsel.
-8-
14. EMB and WdB, as further consideration for the transactions set forth in
this Agreement, hereby agree to grant to e-Net management limited, irrevocable
proxies in the form attached hereto as Exhibit "A", which cover, with respect to
WdB, the WdB / E-Net Shares and, with respect to EMB, the Initial e-Net Shares
and the Additional e-Net Shares. The certificates representing the Initial e-Net
Shares and the Additional e-Net Shares are, or upon their issuance by e-Net's
transfer agent shall be, held by Xxxxx Xxxx LLP (until April 13, 2002) for the
benefit of EMB and its shareholders, and shall not be released to EMB or any
other party, absent instructions from EMB and e-Net (consent to which
instructions e-Net shall not unreasonably withhold or delay) or a valid court
order. These proxies shall be valid through and including December 31, 2001, and
shall be limited in scope, valid solely for the purpose of voting on e-Net
management proposals concerning (i) corporate refinancing, recapitalization, and
restructuring, (ii) executive compensation, (iii) change of corporate name
and/or domicile, and (iv) election and/or appointment of officers and directors.
15. Notices. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall
be deemed to have been duly given when received if personally delivered; when
transmitted if transmitted by facsimile, electronic or digital transmission
method; the day after it is sent, if sent for next day delivery to a domestic
address by recognized overnight delivery service (e.g., Federal Express); and
upon receipt, if sent by certified or registered mail, return receipt requested.
In each case notice shall be sent to:
To e-Net:
--------
e-Net Xxxxxxxxx.Xxx Corporation
Attention: Xxxxxxx Xxxxxxxx, President
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
To EMB:
-------
EMB Corporation
Attention: Xxx Xxxxxxxx, President
000 Xxxx Xxxxxx
Xxxxx X
Xxxxx, XX 00000
-9-
To the Xxxxxxxx Parties:
-----------------------
Xxxxxxx Xxxxxxxx
- and -
AMRES Holding LLC
0000 Xxxxxxxx Xxxxxx
Xxxxx X-00
Xxxx Xxxxx, XX 00000
To WdB:
------
Xxxxxxxx xx Xxxx
Attention: Xxxxxx Xxxxxx
0 Xxxxxxxxx
Xxxxxx, XX0X-0XX
Xxxxxxx
or to such other place and with such other copies as either party may designate
as to itself by written notice to the others.
e-Net / EMB Provisions with Respect to the S-1/A:
16. In addition to the consideration referenced above, and as additional
consideration to EMB for the withdrawal by e-Net of the S-1/A, on or before June
30, 2001, the termination of the registration process for the Initial e-Net
Shares, and e-Net's obligations to EMB therefor, e-Net shall issue 1,500,000
shares of e-Net Common Stock to EMB (the "Additional e-Net Shares") in a
transaction exempt from the registration requirements of Section 5 of the 1933
Act. Said Additional e-Net Shares shall constitute restricted stock. The
certificates evidencing the Additional e-Net Shares shall bear e-Net's standard
form restrictive legend and a legend stating that the shares represented thereby
are the subject of the proxy referenced in Paragraph 14, above. e-Net's transfer
agent shall be instructed to place "stop transfer" instructions in its records
with respect to such shares.
17. EMB and e-Net each acknowledge that the issuance by e-Net of 3,000,000
shares of its common stock to WdB constitutes additional consideration in favor
of EMB which, therefore, credits e-Net with the sum of US$424,766 against the
e-Net Obligations, leaving an unpaid balance, including interest accrued to the
date of this Agreement, of US$788,850 (the "Remaining e-Net Obligations").
-10-
18. EMB acknowledges its obligations to pay of all outstanding leases
covering equipment and/or furniture now in the possession of e-Net, as
contemplated by the e-Net / EMB Agreement.
EMB / Xxxxxxxx Parties Provisions with Respect to the Contingent EMB / AMRES
Holding Transaction:
19. In addition to the consideration referenced above, and as additional
consideration to AMRES Holding for its release of EMB in respect of the
Contingent EMB / AMRES Holding Transaction, EMB shall irrevocably assign to
AMRES Holding that portion of EMB's interest in the Remaining e-Net Obligations
equaling US$485,446, shall keep the remainder of the Remaining e-Net Obligations
equaling US$303,404, and shall issue e-Net instructions on the schedule and in
the manner set forth in the following Paragraph in order to memorialize the
Remaining e-Net Obligations in the form of promissory notes in favor of AMRES
Holding (the "New e-Net / AMRES Note") and in favor of EMB (the "Interim e-Net /
EMB Note"). EMB, e-Net, and the Xxxxxxxx Parties acknowledge that (in
conjunction with e-Net), the Xxxxxxxx Parties may negotiate and allocate between
themselves the principal, interest, and terms in, and disposition of, the New
e-Net / AMRES Note, all in reference to the purported obligation of e-Net to
Xxxxxxxx, as set forth in Recital I.
20. Concurrently with the execution of this Agreement, EMB shall tender the
Initial e-Net / EMB Note to e-Net and shall authorize e-Net to cancel the e-Net
Obligations. As soon as is practicable for a prudent person following e-Net's
receipt of the Initial e-Net / EMB Note, e-Net shall issue (i) the New e-Net /
AMRES Note to AMRES Holding in the initial principal amount of US$485,446, in
such form and containing such terms and conditions as e-Net and AMRES Holding
shall agree, and (ii) the Interim e-Net / EMB Note to EMB, in the initial
principal amount of US$303,404, in such form and containing such terms and
conditions as e-Net and EMB shall agree.
WdB / e-Net Provisions with Respect to the Initial EMB / WdB Obligation:
21. In addition to the consideration referenced above, and as additional
consideration to WdB for its deferral of its rights and remedies under the
document that purports to be e-Net's guarantee of the Initial EMB / WdB
-11-
Obligation, e-Net shall issue 3,000,000 shares of its common stock to WdB (the
"WdB / e-Net Shares"), in a transaction exempt from the registration
requirements of Section 5 of the 1933 Act. Said e-Net shares shall constitute
restricted stock. The certificates evidencing the e-Net shares shall bear
e-Net's standard form restrictive legend and a legend stating that the shares
represented thereby are the subject of the proxy referenced in Paragraph 14,
above. e-Net's transfer agent shall be instructed to place "stop transfer"
instructions in its records with respect to such shares. In connection with such
issuance of e-Net shares to WdB, e-Net shall provide WdB certain incidental
rights, in the form attached hereto as Exhibit "B." WdB shall release e-Net from
any obligation that WdB believes may have been created against e-Net by such
purported guarantee document and shall create no new obligation of e-Net in
favor of WdB in respect of the Initial EMB / WdB Obligation, however constituted
currently or in the future.
WdB / EMB Provisions with Respect to the Initial EMB / WdB Obligation:
22. In addition to the consideration referenced above, and as additional
consideration to WdB for its cancellation of the Initial EMB / WdB Obligation,
in acknowledgment of e-Net having issued 3,000,000 shares of its common stock to
WdB (in the WdB / e-Net Shares issuance) and of WdB reducing the aggregate
amount of the Initial EMB / WdB Obligation by US$360,000, EMB shall issue to WdB
a new promissory note in favor of WdB in the original principal amount of
US$348,109, all due and payable on March 31, 2002, together with interest at the
rate of ten percent (10%) per annum, with penalty interest at the rate of twelve
percent (12%) per annum from and after the maturity date until paid in full, in
the form attached hereto as Exhibit "C" (the "New EMB / WdB Obligation"). Such
new promissory note shall be free of any guarantee, absolute, contingent, or
otherwise from e-Net or any other individual or entity.
23. In addition to the consideration referenced above, and as additional
consideration to WdB for its deferral of its rights and remedies under the
Initial EMB / WdB Obligation, including approximately 14/24ths of the interest
from the maturity date of the Initial EMB / WdB Obligation through the date of
this Agreement, EMB shall issue to WdB 147,000 shares of EMB Common Stock in a
transaction exempt from the registration requirements of Section 5 of the 1933
Act. Said EMB shares shall constitute restricted stock. The certificates
-12-
evidencing the EMB shares shall bear EMB's standard form restrictive legend and
a legend stating that the shares represented thereby are the subject of the
proxy referenced in Paragraph 14, above. EMB's transfer agent shall be
instructed to place "stop transfer" instructions in its records with respect to
such shares.
e-Net / EMB Provisions with Respect to the Initial EMB / WdB Obligation:
24. In addition to the consideration referenced above, and as additional
consideration to e-Net for the WdB / e-Net Shares issuance, EMB shall deem the
principal of the Interim e-Net / EMB Note to have been reduced, as of the date
of this Agreement, by the sum of US$200,000, thereby leaving an unpaid principal
balance of US$103,404 as of the date of this Agreement. In connection therewith,
and deemed to occur concurrently with the execution of this Agreement, EMB shall
tender the Interim e-Net / EMB Note to e-Net and shall authorize e-Net (i) to
cancel the Interim e-Net / EMB Note and (ii) as soon as is practicable for a
prudent person following e-Net's receipt of the Interim e-Net / EMB Note, e-Net
shall issue the Final e-Net / EMB Note to EMB, in the initial principal amount
of US$103,404, in such form and containing such terms and conditions as e-Net
and EMB shall agree.
[SIGNATURES ON FOLLOWING PAGE]
-13-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
EMB CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx, Secretary
e-NET XXXXXXXXX.XXX CORPORATION
By: /s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx, Secretary
AMRES HOLDING LLC
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx,
Managing Partner
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
XXXXXXX XXXXXXXX
XXXXXXXX xx XXXX
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx
-14-
