SHARE PURCHASE AGREEMENT
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This Share Purchase Agreement (the "Agreement") is by and between ZiaSun
Technologies, Inc., a Nevada corporation, hereinafter referred to as "ZiaSun",
and Ko Xxx Xxxx, hereinafter referred to as "Purchaser," and shall become
effective only when executed by both parties hereto.
RECITALS
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A. Whereas, ZiaSun is the owner and holder of 5,400,000 restricted shares
of common stock of Xxxx0xxxx.xxx, Inc., a Nevada corporation (the "Asia4sale
Shares").
B. Whereas, ZiaSun desires to sell to Purchaser and Purchaser desire to
purchase from ZiaSun all the Asia4sale Shares owned by ZiaSun, in consideration
for (a) Two Hundred Thousand (200,000) shares of common stock of ZiaSun owned by
Purchaser and (b) US$30,000 cash.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing and of the mutual
warranties, representations, agreements and undertakings hereinafter set forth,
the parties do hereby agree as follows:
ARTICLE 1.
CERTAIN DEFINITIONS
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1.1 For the purpose of this Agreement, the terms defined in this Article
1., shall have the meanings set forth below. All capitalized terms not defined
in this Article 1., shall have the meanings ascribed to them in other parts of
this Agreement.
1.2 "ZiaSun" shall mean ZiaSun Technologies, Inc., a Nevada corporation.
1.3 "Asia4sale" shall mean Xxxx0xxxx.xxx, Inc., a Nevada corporation.
1.4 "Purchaser" shall mean Ko Xxx Xxxx.
1.5 "Closing" shall mean the consummation of the transactions contemplated
hereby on the Closing Date.
1.6 "Closing Date" shall mean that date on or before September 30, 2001, or
such other date as to which the parties may agree.
1.7 "Common Stock" shall mean the Common stock, no par value, of ZiaSun.
1.8 "Asia4sale Shares" shall mean 5,400,000 (post-split adjusted)
restricted shares of common stock, of Xxxx0xxxx.xxx, Inc., to be sold to and
acquired by Purchaser from the ZiaSun hereunder. 1.9 "Purchase Price" shall mean
Two hundred thousand (200,000) shares of common stock of ZiaSun and US$30,000 in
cash payable and delivered in accordance with the terms as set forth herein.
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ARTICLE 2.
PURCHASE AND SALE
-----------------
2.1 ZiaSun agrees to sell to Purchaser, and Purchaser agree to buy from
ZiaSun, all Asia4sale Shares owned by ZiaSun, for the purchase price and upon
the terms, provisions and conditions hereinafter set forth.
ARTICLE 3.
PURCHASE PRICE AND CONSIDERATION
--------------------------------
3.1 Purchase Price and Consideration. The purchase price and consideration
for the Asia4sale Shares shall be Two hundred thousand (200,000) shares of
Common Stock of ZiaSun, free of any liens, pledges or encumbrances of any kind
and US$30,000 in cash, payable and to be delivered at Closing.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES BY ZIASUN
----------------------------------------
4.1 ZiaSun represents and warrants to Purchaser that as of the date hereof:
4.1.1 Authorization. The execution, delivery and performance by ZiaSun
of this Agreement (a) are within ZiaSun's or APT's power and authority, (b)
have been duly authorized by all necessary corporate proceedings, as
applicable, and (c) do not conflict with or result in any breach of any
provision of ZiaSun's Bylaws, or any law, regulation, order, judgment,
writ, injunction, license, permit, agreement or instrument applicable to
ZiaSun.
4.1.2 Enforceability. The execution and delivery of this Agreement and
of each related agreement to which ZiaSun is a party, will result in
legally binding obligations of ZiaSun, enforceable against ZiaSun in
accordance with the respective terms and provisions hereof, except to the
extent that (a) such enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditor's rights, and (b) the availability of the
remedy of specific performance or injunctive or other equitable relief will
be subject to the discretion of the court before which any proceeding
therefor may be brought.
4.1.3 Governmental Approvals. The execution, delivery and performance
of this Agreement by ZiaSun does not require the approval or consent of, or
any filing with, any governmental authority or agency.
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4.2 Title to Asia4sale Shares. To the best of ZiaSun's knowledge, the
Asia4sale Shares are fully paid, non-assessable and valid issued. ZiaSun owns
the Asia4sale Shares free and clear of all liens and encumbrances.
4.3 "AS-IS" Sale. ZiaSun has not pledged or hypothecated the Asia4sale
Shares and has not entered into any other contract or agreement with regard to
the sale or disposition of the Asia4sale Shares. Other than ZiaSun's ownership
of the Asia4sale Shares, ZiaSun is not involved with, or has any direct or
indirect involvement with the operations or business affairs of Asia4sale, and
other then the information disclosed by Asia4sale in Asia4sale's filings with
the Securities and Exchange Commission has no direct knowledge of its current
operations, assets and liabilities. ZiaSun makes no representation or warranty,
either expressed or implied, with respect to the business, operations, assets,
liabilities, obligations, good standing, status or management of Asia4sale, and
Purchaser accepts and is voluntarily purchasing the Asia4sale Shares, based on
Purchaser's own due diligence and investigation of Asia4sale, and without any
inducement or promises on the part of ZiaSun.
ARTICLE 5.
REPRESENTATIONS AND WARRANTIES BY PURCHASER
-------------------------------------------
5.1 Purchaser represents and warrants to ZiaSun that as of the date hereof:
5.1.1 Authorization. The execution, delivery and performance by the
Purchaser of this Agreement and each related agreement to which Purchaser
is a party (a) are within the Purchaser's power and authority, (b) have
been duly authorized by all necessary proceedings, and (c) do not conflict
with or result in any breach of any provision or of the creation of any
lien upon any of the property of the Purchaser or require any consent or
approval that has not been obtained or will not be obtained before Closing,
and do not violate any law, regulation, order, judgment, writ, injunction,
license, permit, agreement or instrument.
5.1.2 Enforceability. The execution and delivery of this Agreement by
the Purchaser and each related agreement to which Purchaser is a party,
will result in legally binding obligations of the Purchaser enforceable
against Purchaser in accordance with the respective terms and provisions
hereof and thereof, except to the extent that (a) such enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditor's rights,
(b) the availability of the remedy of specific performance or injunctive or
other equitable relief will be subject to the discretion of the court
before which any proceeding therefore may be brought.
5.1.3 Governmental Approvals. The execution, delivery and performance
by the Purchaser of this Agreement does not require the approval or consent
of, or any filing with, any governmental authority or agency.
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5.1.4 Representations and Warranties. To the best of Purchaser's
knowledge, all representations and warranties made by the Purchaser in any
of the related agreements are true and correct as of the date hereof with
the same force and effect as though made on and as of the date hereof, and
such representations and warranties are hereby confirmed to you and made
representations and warranties of the Purchaser hereunder as fully as if
set forth herein.
5.1.5 Disclosure. To the best of Purchaser's knowledge, no
representation, warranty or statement made by Purchaser in this Agreement,
any related agreement or any agreement, certificate, statement or document
furnished by or on behalf of Purchaser in connection herewith contains any
untrue statement of material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein, in
light of the circumstances in which they were made, not misleading.
5.1.6 Acceptance of Asia4sale Shares AS-IS. Purchaser acknowledges
that Purchaser has conducted his own due diligence with regard to the
financial condition and operations of Asia4sale, and is voluntarily
purchasing the Asia4sale Shares AS-IS, without any inducement or promises
on the part of ZiaSun.
ARTICLE 6.
CLOSING
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6.1 The closing of this transaction shall be held at the law offices of
Wenthur & Chachas located at 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xx Xxxxx,
Xxxxxxxxxx 00000, on or before October 15, 2001, or at such other place and time
as is mutually agreeable to the parties, or by FAX and Federal Express.
6.2 ZiaSun's Deliveries at Closing. On the Closing date or such time period
as set forth below, ZiaSun shall deliver the following items:
6.2.1 To Purchaser, one or more certificate(s) representing 5,400,000
restricted shares of common stock of Asia4sale, issued in the name of
Purchaser;
6.2.2 To Purchaser, a resolution of the Board of Directors of ZiaSun
authorizing the transactions contemplated hereby; and
6.2.3 any and all other instruments not herein specifically provided
for but which are reasonably necessary or desirable to effectuate the
closing hereunder.
6.3 Purchaser's Deliveries. On the Closing Date within such time period as
set forth below, Purchaser shall deliver, or cause to be delivered, to Wenthur &
Chachas on behalf of ZiaSun, the following:
6.3.1 To ZiaSun, one or more certificate(s) representing 200,000
shares of common stock of ZiaSun, issued in the name of Ziasun
Technologies, Inc.;
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6.3.2 US$30,000.00 cash representing the remainder of the Purchase
Price for the Asia4sale Shares being purchased under this Agreement,
delivered via wire transfer to Wenthur & Chachas Attorney Client Trust
Account, for the benefit of ZiaSun, as follows:
[PROVIDED TO PURCHASER AND INTENTIONALLY OMITTED]
6.3.3 any and all other instruments not herein specifically provided
for but which are reasonably necessary or desirable to effectuate the
closing hereunder.
ARTICLE 7.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
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7.1 The obligations of Purchaser hereunder are subject to the following
conditions, any of which may be waived in writing by Purchaser:
7.1.1 Representation and Warranties True at Closing. The
representations and warranties of the ZiaSun contained in this Agreement
shall have been true and correct when made and shall be true and correct on
the Closing Date with the same effect as if made on such date, except to
the extent that such representations and warranties are rendered inaccurate
by reason of transactions contemplated hereby.
7.1.2 Performance of Agreements and Conditions. ZiaSun shall have
performed and complied with all Agreement and conditions required by this
Agreement to be performed and complied with by ZiaSun prior to or at the
Closing Date.
7.1.3 Deliveries. ZiaSun shall have delivered to Purchaser all
consideration, certificates and documents to be delivered pursuant to
Article 6., above.
7.1.4 No Injunction. On the Closing Date there shall not be in effect
any injunction, writ, preliminary restraining order of any nature issued by
a court or other governmental body or agency directing that the
transactions provided for herein not be consummated as herein provided, nor
shall there be any litigation or proceeding pending or threatened in
respect of the transactions contemplated hereby.
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7.1.5 Necessary Approvals. The execution and delivery of this
Agreement and the terms thereof and all corporate and other action
necessary or required in order to effect the fulfillment of the obligations
of ZiaSun hereunder at or prior to the Closing Date shall have been
approved by all necessary governmental bodies or agencies and all consents
of any person contemplated by this Agreement to be obtained prior to the
Closing shall have been obtained.
7.2 ZiaSun represents and warrants that it has not caused, and it covenants
and agrees that it shall not cause, any event that would prevent the
satisfaction of all of the conditions set forth in this Agreement. ZiaSun
covenants and agrees to take all action reasonably required on its part to
satisfy any such conditions.
ARTICLE 8.
CONDITIONS PRECEDENT TO OBLIGATIONS OF ZIASUN
---------------------------------------------
8.1 The obligations of ZiaSun hereunder are subject to the following
conditions, any of which may be waived in writing by ZiaSun:
8.1.1 This Agreement; Related Agreements. This Agreement and any
related agreements shall have been executed and delivered, shall be in full
force and effect and no term or condition hereof or thereof shall have been
amended, modified or waived except with ZiaSun's prior written consent. All
covenants, agreements and conditions contained herein or in any related
agreements which are to be performed or complied with on or prior to the
Closing Date, other than by ZiaSun, shall have been performed or complied
with (or waived with ZiaSun's prior written consent) in all material
respects.
8.1.2 Performance of Agreement and Conditions. Purchaser shall have
performed and complied with all agreements and conditions required by this
Agreement to be performed or complied with by Purchaser prior to or at the
Closing Date Purchaser shall have delivered the Purchase Price to ZiaSun at
the Closing in the form provided hereby and shall have satisfied all other
financial obligations as set forth herein.
8.1.3 Deliveries by Purchaser. Purchaser shall have delivered to
ZiaSun all consideration, certificates and documents to be delivered
pursuant to Article 6., above.
8.1.4 Representations and Warranties True at Closing. The
representations and warranties of Purchaser contained in this Agreement
shall have been true and correct when made and shall be true and correct on
the Closing Date with the same effect as if made on such date.
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8.1.5 No Injunction. On the Closing Date, there shall not be in effect
any injunction, writ, preliminary restraining order or any order of any
nature issued by a court or other governmental body or agency directing
that the transactions provided for herein not be consummated as herein
provided, nor shall there be any litigation or proceeding pending or
threatened with respect to the transactions contemplated hereby.
8.1.6 Necessary Approvals. The execution and delivery of this
Agreement and all other action necessary or proper to effectuate the
fulfillment of the obligations of Purchaser to be performed hereunder in or
prior to the Closing Date shall have been duly authorized and approved, to
the extent required by law.
8.2 Purchaser. To the best of Purchaser's knowledge, Purchaser represents
and warrants that Purchaser has not caused, and covenants and agrees that
Purchaser shall not cause, any event that would prevent the satisfaction of all
of the conditions set forth in this Agreement. Purchaser covenants and agrees to
take all action reasonably required on their part to satisfy such conditions.
ARTICLE 9.
INDEMNIFICATION AND HOLD HARMLESS
---------------------------------
9.1 Indemnification by ZiaSun The ZiaSun agrees to indemnify, defend and
hold the Purchaser, and Purchaser's agents, attorneys and representatives,
harmless against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties and reasonable attorney fees that it shall incur
or suffer, which arise out of, result or relate to any breach of, or failure by
ZiaSun to perform any of its material representations, warranties, covenants or
agreements in this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by ZiaSun under this Agreement; provided
however, that notice of any such breach shall have been communicated with
specificity within one (1) year of the date hereof.
9.2 Indemnification of ZiaSun by Purchaser. Purchaser agrees to indemnify,
defend and hold the ZiaSun and its officers, directors, agents, attorneys and
representatives harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorney fees, that
it shall incur or suffer, which arise out of, result or relate to (a) any breach
of, or failure by Purchaser to perform any of Purchaser's material
representations, warranties, covenants or agreements in this Agreement or in any
schedule, certificate, exhibit or other instrument furnished or to be furnished
by Purchaser under this Agreement; provided however, that notice of any such
breach shall have been communicated with specificity within one (1) year of the
date hereof.
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9.3 Notice and Opportunity to Defend. If there occurs an event which any
Party asserts is an indemnifiable event, the Party seeking indemnification shall
notify the Party obligated to provide indemnification (the "Indemnifying Party")
promptly. If such event involves (i) any claim or (ii) the commencement of any
action or proceeding by a third person, the Party seeking indemnification will
give such Indemnifying Party written notice of such claim or the commencement of
such action or proceeding. Such notice shall be a condition precedent to any
liability of the Indemnifying Party hereunder. Such Indemnifying Party shall
have a period of thirty (30) days within which to respond thereto. If such
Indemnifying Party does not respond within such thirty (30) days period, such
Indemnifying Party shall be obligated to compromise or defend, at its own
expense and by counsel chosen by the Indemnifying Party shall provide reasonably
satisfactory to the Party seeking indemnity, such matter and the Indemnifying
Party shall provide the Party seeking indemnification with such assurances as
may be reasonably required by the latter to assure that the Indemnifying Party
will assume, and be responsible for, the entire liability issue. If such
Indemnifying Party does not respond within such thirty (30) day period and
rejects responsibility for such matter in whole or in part, the Party seeking
indemnification shall be free to pursue, without prejudice to any of its rights
hereunder, such remedies as may be available to such Party under applicable law.
The Party seeking indemnification agrees to cooperate fully with the
Indemnifying Party and its counsel in the defense against any such asserted
liability. In any event, the Party seeking indemnification shall have the right
to participate at its own expense in the defense of such asserted liability. Any
compromise of such asserted liability by the Indemnifying Party shall require
the prior written consent of the Party seeking indemnification. If, however, the
Party seeking indemnification refuses its consent to a bona fide offer of
settlement which the Indemnifying Party wishes to accept, the Party seeking
indemnification may continue to pursue such matter, free of any participation by
the Indemnifying Party, at the sole expense of the Party seeking
indemnification. In such event, the obligation of the Indemnifying Party to the
Party seeking indemnification shall be equal to the lesser of (i) the amount of
the offer of settlement which the Party seeking indemnification refused to
accept plus the costs and expenses of such Party prior to the date the
Indemnifying Party notifies the Party seeking indemnification of the offer of
settlement and (ii) the actual out-of-pocket amount the Party seeking
indemnification is obligated to pay as a result of such Party's continuing to
pursue such an offer. An Indemnifying Party shall be entitled to recover from
the Party seeking indemnification any additional expenses incurred by such
Indemnifying Party as a result of the decision of the Party seeking
indemnification to pursue such matter.
9.4 The obligations under Article 9 shall survive the Closing hereunder and
Termination of this Agreement. Purchaser and ZiaSun shall promptly notify the
responsible party of the existence of any claim, demand or other matter to which
such indemnification obligations would apply, and shall give a reasonable
opportunity to defend the same at their own expense and with counsel of their
own selection; provided, if that party fails to defend the same, Purchaser or
ZiaSun, as the case may be, shall have the right to contract and defend the
same, and in any event Purchaser or ZiaSun, shall at all times also have the
right fully to participate in the defense of, and to compromise or settle in
good faith the claim or other matter on behalf, for the account and at the risk
of the other parties. If the claim is one that cannot by its nature be defended
solely by ZiaSun, or Purchaser, then Purchaser or ZiaSun shall make available
all information and assistance that Purchaser or ZiaSun may reasonably request.
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ARTICLE 10.
BROKERAGE
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10.1 Each party represents and warrants to the others that no person or
persons assisted in or brought about the negotiation of this Agreement in the
capacity of broker, agent, finder or organizer on behalf of it. Each party
agrees to indemnify and hold harmless the others from any claim asserted against
the others for a brokerage or agent's or finder's or originator's commission or
compensation pertaining to the transactions contemplated by this Agreement by
any person purporting to have acted on behalf of such party.
ARTICLE 11.
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS
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11.1 All representations, warranties and agreements by ZiaSun and the
Purchaser pursuant hereto shall survive the closing of this transaction and
shall not be affected by any investigation at any time made by or on behalf of
any party.
ARTICLE 12.
TERMINATION PRIOR TO THE CLOSING
--------------------------------
12.1 This Agreement shall terminate and be of no further force or effect
between the parties hereto except as to liability for breach or default of any
covenant, agreement, representation, warranty, duty or obligation occurring or
arising prior to the date of termination, upon the occurrence of any of the
following:
12.1.1 Immediately prior to Closing, the Purchaser has given notice to
ZiaSun of the material breach or default by ZiaSun in the performance of
any covenant, agreement, representation, warranty, duty or obligation
hereunder, and provided that no such termination shall be effective if,
prior to Closing, the breaching party shall have fully and completely
corrected and cured the grounds for the termination as set forth in said
notice of termination.
12.1.2 Immediately prior to Closing, ZiaSun has given notice to
Purchaser of material breach or default in the performance of any covenant,
agreement, representation, warranty, duty or obligation of Purchaser
hereunder, and provided that no such termination shall be effective, if
prior to Closing the Purchaser shall have fully and completely corrected
and cured the grounds for the termination as set forth in said notice of
termination.
12.2 Notwithstanding anything to the contrary contained herein, no party
hereto shall have the right to terminate this Agreement due to its own breach or
because of any immaterial breach by any other party hereto or any covenant,
agreement, representation, warranty, duty or obligation hereunder.
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12.3 No termination of this Agreement for any reason or in any manner shall
release, or be construed as so releasing, any party hereto from any liability or
damage to any other party hereto arising out of, in connection with or otherwise
relating to, directly to, directly or indirectly, said party's breach, default,
or failure in performance of any of its covenants, agreements, duties or
obligations arising hereunder, or any of its misrepresentations of any
representations or warranty herein contained.
ARTICLE 13.
MISCELLANEOUS
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13.1 Payment of Expenses. ZiaSun and Purchaser shall each pay all of their
own respective expenses incident to the preparation, execution and consummation
of this Agreement.
13.2 Binding Agreement. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by and
against the parties hereto and their respective successors, assigns,
transferees, heirs, representatives and estates.
13.3 Notices. Any notice or other communication required or permitted
hereunder shall be expressed in writing and sent by certified or registered
mail, return receipt requested, to their respective parties at the following
addresses, or at such other addresses as the parties shall designate by written
notice to be the other:
If to the Purchaser, addressed to:
---------------------------------
Ko Xxx Xxxx
#0, 0xx Xxxxx, Xxxx 16, Section 0, Xxxxx-Xxxx Xxxx
Xxxx-Xxx, Xxxxxx
Xxxxxx
If to the ZiaSun, addressed to:
------------------------------
Xx. Xxxxx X. Xxxxxxx
President and COO
ZiaSun Technologies, Inc.
000 Xxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx xxxxx, XX 00000
With copy to ZiaSun's counsel, addressed to:
-------------------------------------------
Xxxxxx X. Xxxxxxx, Esq.
Wenthur & Chachas
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xx Xxxxx, Xxxxxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
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13.5 Article Headings. The Article headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.6 Counterparts. This Agreement may be executed in any one or more
counterparts, all of which taken together shall constitute one instrument.
13.7 Cooperation. Each party shall cooperate and use its best efforts to
consummate the transactions contemplated herein. In addition, each party shall
cooperate and take such action and execute such other and further documents as
may be reasonably requested from time to time after the Closing Date by any
other party to carry out the terms and provisions and intend of this Agreement.
13.8 Gender. Wherever the context of this Agreement so requires or permits,
the masculine herein shall include the feminine or the neuter, the singular
shall include the plural, and the term "person" shall also include "corporation"
or other business entity.
13.9 Facsimile Signatures. It is expressly agreed that the parties may
execute this Agreement via facsimile signature and such facsimile signature
pages shall be treated as originals for all purposes.
13.10 Entire Agreement. This Agreement and the other documents delivered
concurrently herewith or pursuant hereto constitute the entire agreement among
the parties hereto, and it is understood and agreed that there are no other than
those contained herein. This Agreement may not be changed or modified except by
a writing duly executed by the parties hereto.
13.11. Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
agreements made and to be performed entirely within said State, and without
regard to its choice of law principles. All parties hereto consents to submit
itself to the personal jurisdiction of the Superior Court of the State of
California, County of San Diego, and agree that Venue for such action for
failure to pay shall be the Superior Court of California, County of San Diego.
The parties further agree that they will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court.
13.12 Attorneys' Fees. Subject to the specific provisions of Article 9.,
above, if any action or other proceeding, in law or in equity, is brought for
the enforcement of this Agreement or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover its or their reasonable attorney's fees and other costs incurred in that
arbitration, action or proceeding, in addition to any other relief to which it
or may be entitled.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date set forth below.
ZIASUN TECHNOLOGIES, INC.
Date: September 6, 2001 /S/ D. Xxxxx Xxxxx
----------------------------------
By: D. Xxxxx Xxxxx
Its: Chairman of the Board and CEO
PURCHASER
Date: October 1, 2001 /S/ Ko Xxx Xxxx
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Ko Xxx Xxxx
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