Media Capital Advisors, LLC
000 X. Xxxxxxxx Xxxx. Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
(805) 446-4100
May 7, 2001
Xxxxxxxx Xxxxxx, President
TFN: The Football Network, Inc.
000 X. Xxxxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000-0000
Dear Xxxxxxxx:
This letter confirms our understanding that Media Capital Advisors, LLC
("MCA") has been retained by TFN, The Football Network, Inc. (the
"Company") to act as its exclusive agent in connection with the proposed
issuance, offering and sale (the "Offering") by the Company of the
Company's debt or equity securities (the "Securities"). The Company has
informed MCA that it intends to commence issuing the Securities not
later than December 31, 2001, and, subject to applicable laws and
regulations, will continue to issue the Securities in one or more
transactions until an aggregate amount of approximately $200 million has
been raised. While MCA will use its best efforts to effect the Offering
on the above terms at the earliest practicable date, we both realize
that as a result of market conditions and other considerations, the
terms of the Securities may change prior to the closing of the Offering;
provided, that any such change (and any determination to effect the
Offering in any event) shall be in the Company's sole discretion. The
term "Offering" includes any transaction in which Securities of the
Company are privately placed by MCA to institutional or sophisticated
investors at any time during the Engagement Period (as defined below).
1. Engagement of MCA. The Company understands and agrees that a
condition precedent to the commencement of this engagement and the
provision of the services contemplated hereunder is the receipt by the
Company of $2.5 million in additional capitalization (the "Seed Round").
The Company intends to complete the Seed Round funding by July 15, 2001.
During the period from the date of this Agreement and continuing through
the date on which this Agreement may be terminated pursuant to Section
10 (the "Engagement Period"), the Company hereby engages MCA to act as
exclusive placement agent (on a best efforts basis) for the Securities,
subject only to the Company's right to complete the Seed Round. The
Company acknowledges and agrees that MCA reserves the right not to
participate in the Offering and that the foregoing is not an agreement
by MCA to underwrite, place or purchase any Securities or otherwise
provide any financing.
(b)During the Engagement Period, the Company shall not, and shall cause
its affiliates not to, initiate, solicit or enter into any discussions
or negotiations any part of which may be related to the issuance,
offering or sale of the Securities to any third parties, except through
MCA, except as described in Exhibit A. Notwithstanding the foregoing,
should any potential Seed Round investors express interest in the Major
Round during their discussions with the Company, the Company shall not
be in breach of this Agreement provided that MCA is promptly informed
about the prospective investor and brought into the discussions. In the
event that the Company receives any inquiry concerning the Securities,
the Company shall promptly inform MCA of such inquiry. The Company
agrees that it shall not appoint any third party as an additional
underwriter, placement agent or initial purchaser for the Offering
without obtaining MCA's prior written consent to such appointment and to
the terms of such third party's participation in the Offering.
2. Private Placement of Securities. It is contemplated that the
Securities shall be issued by the Company in a transaction that is
intended to be exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), and otherwise to comply with
the applicable law and regulations of any other jurisdiction in which
the Securities are offered. The Company agrees that it shall take all
necessary and reasonable steps to ensure that the Offering of the
Securities is exempt from the registration requirements of the
Securities Act.
(b)The Company will only sell Securities if the Company and MCA each
reasonably believe at the time of the sale of the Securities that each
purchaser of the Securities is an "accredited investor" as that term is
defined in Rule 501 of Regulation D under the Securities Act
("Regulation D") or an otherwise sophisticated investor satisfactory to
the Company and MCA. Neither the Company, any person acting on its
behalf nor MCA shall offer or sell the Securities by any form of general
solicitation or general advertising, including the methods prohibited by
the provisions of Regulation D. The Company shall file in a timely
manner with the Securities and Exchange Commission (the "SEC") any
notices with respect to the Securities required by Rule 503 of
Regulation D and shall promptly furnish to MCA a signed copy of each
such notice. Neither the Company, any person acting on its behalf nor
MCA shall offer or sell the Securities outside the United States unless
such offer or sale is made in compliance with Regulation D under the
Securities Act and the applicable law and regulations of each
jurisdiction in which the Securities are so offered or sold.
Notwithstanding anything contained herein to the contrary, the Company
shall retain absolute discretion as to the terms of the sale of the
Securities.
c) The Company represents and warrants that, other than in connection
with the Seed Round, no offers or sales of securities of the same or a
similar class as the Securities have been made by or on behalf of the
Company during the six-month period ended on the date of this Agreement
and none is currently being made by the Company or on its behalf. The
Company agrees that, other than in connection with the Seed Round, (i)
it shall not, directly or indirectly (except through MCA), sell or offer
to sell any of the Securities or any securities of the same or a similar
class as the Securities during the Engagement Period and any sale of
such Securities or similar securities will be deemed to be as if such
sale or disposition were undertaken by MCA directly and (ii) pursuant to
the Securities Act, no offers or sales of any securities of the same or
similar class as the Securities shall be made by or on behalf of the
Company during the six-month period after the completion of the
Offering. The Company represents and warrants that all offers or sales
of securities in connection with the Seed Round made by or on behalf of
the Company will be in full compliance with Regulation D, and
specifically the exemption from Section 5 of the Securities Act
contained in Rule 506 thereunder.
3. Information To Be Supplied. In connection with its engagement
hereunder, MCA shall assist the Company in preparing various documents
required hereunder, including but not limited to an information
memorandum, prospectus, offering circular, private placement memorandum
or other document to be used in connection with the Offering (the
"Offering Memorandum"). The Company shall, and shall cause its
directors, officers, employees and agents to, cooperate with MCA and
supply MCA with written and other information with respect to the
Company and related matters, to the extent reasonably needed and
requested by MCA, to enable MCA to perform its services hereunder. The
Company shall use its best efforts to provide MCA with reasonable access
to its independent accountants, counsel and other professionals, if any.
The Company acknowledges that in performing its engagement hereunder,
MCA will be using and relying on the information supplied to it. MCA
shall not assume any responsibility to independently verify the accuracy
or completeness of information furnished by or on behalf of the Company,
but shall rely on its accuracy and completeness in all material respects
and shall not assume any responsibility to perform (or be required to
retain any persons to perform) any independent valuations or appraisals
of the Company's assets. MCA shall provide each prospective purchaser
(each, a "bona fide offeree") solicited by it with a copy of the current
version of the Offering Memorandum and shall keep an accurate record of
all bona fide offerees to whom it has sent an Offering Memorandum. MCA
shall report its activity on behalf of Company to Company on a regular
basis.
4. Covenants, Representations and Warranties of the Company.
(a)The Company shall furnish to MCA, from time to time, such numbers of
copies of the Offering Memorandum, and exhibits thereto and agreements
and documents referred to therein, as MCA may reasonably request.
(b) If any event occurs or condition exists as a result of which the
Offering Memorandum would include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements contained therein not misleading in light of the
circumstances existing at the time such Offering Memorandum is delivered
to a bona fide offeree, the Company shall promptly notify MCA in writing
of such event or condition and the Company shall prepare an amendment or
supplement to such Offering Memorandum in form and substance
satisfactory to MCA and its counsel. The Company shall furnish to MCA
such number of copies of any amendment or supplement to the Offering
Memorandum as MCA may reasonably request.
(c) The Company shall (i) make available to each bona fide offeree of
the Securities such information (in addition to that contained in the
Offering Memorandum) concerning the Offering of the Securities, the
Company and any other relevant matters as the Company possesses or can
acquire without unreasonable effort or expense and (ii) provide each
bona fide offeree the opportunity to ask questions of, and receive
answers from, the officers and employees of the Company concerning the
terms and conditions of the Offering and to obtain any additional
information about the Company and any other relevant matters, to the
extent that such officers and employees possess the same or can acquire
it without unreasonable effort or expense.
(d) The Company shall qualify the Securities for offering and sale under
the state securities or "blue sky" laws of such jurisdictions in which
any offers or sales of the Securities may be transacted and as may
otherwise be requested by MCA.
(e) The Company represents and warrants to MCA that (i) as of the date
on which the Company originally furnishes an Offering Memorandum, any
amendment or supplement or any other information either directly or
indirectly through MCA to any bona fide offerees of the Securities or
any of their representatives, such Offering Memorandum, amendment or
supplement or other information shall be true and correct in all
material respects and shall not omit any material fact required to make
the statements therein, in light of the circumstances under which they
were made, not misleading, and (ii) on the date of any closing of the
sale of Securities, the Offering Memorandum; as amended or supplemented
through such date, is and will be true and correct in all material
respects and did not and will not omit any material fact requited to
make the statement therein, in light of the circumstances under which
they were made, not misleading.
5. Conditions of Obligations of MCA. The obligations of MCA hereunder
are subject to the accuracy of the representations and warranties of the
Company contained herein on its part to be performed and observed by the
Company of all material covenants and agreements contained herein on its
part to be performed and observed and to the following additional
conditions being satisfied:
(a) The Company shall deliver, or cause to be delivered, to MCA a copy
of each officer's certificate, required to be so delivered pursuant to
any definitive purchase agreement entered into by the Company and any
bona fide offeree of the Securities (each such agreement, a "Purchase
Agreement"); and
(b)The Company shall deliver, or cause to be delivered, to MCA a copy of
each legal opinion, accountant's letter and other documents required to
be so delivered pursuant to each Purchase Agreement.
Each such certificate, opinion letter or other document delivered
pursuant to Section 5(a) or 5(b) shall be addressed to MCA or shall
expressly permit MCA to rely thereon.
6. Fees. As compensation for MCA's services hereunder, the Company
agrees to pay MCA the following fees:
(a) A fee (the "Transaction Fee") equal to 7 and one half percent of the
principal amount or purchase price of the Securities sold in the
transaction, payable in cash upon the closing of the Offering.
Notwithstanding the foregoing, if the proposed sale of the Securities
provides for consideration other than solely cash and/or promissory
notes, the Company shall pay to MCA the Transaction Fee in cash based
upon an offering amount determined in an amount equal to the fair market
value of such consideration.
(b)An additional fee (the "Warrants") consisting of warrants to purchase
a number of shares equal to 2% of the fully diluted equity of the
Company at the last closing of the Offering, at a price equal to the
offering price (or, in the case of convertible securities, equal to 100%
of the conversion price), exercisable for a ten-year period beginning at
the closing of the Offering, payable upon the closing of the Offering.
Fully diluted equity means all of the Company's issued and outstanding
shares of common stock, all common stock issued or issuable under or
pursuant to all convertible and derivative securities then outstanding,
all shares of common stock issued or issuable under or pursuant to
agreements, warrants or similar securities or instruments (whether or
not any of the foregoing are then vested or exercisable).
7. Expenses. Whether or not any Offering is consummated, the Company
agrees to reimburse MCA, upon request from time to time, for its
reasonable out-of-pocket expenses, including travel expenses and the
reasonable fees and expenses of its legal counsel and any other agents
or experts that may be retained by MCA, incurred in connection with the
services performed hereunder and any other advisory and capital raising
assignments and transactions for which MCA has provided financial
advisory services to the Company Notwithstanding the foregoing, MCA
will not incur expenses of more than $4,000 in any month or $60,000 in
the aggregate without prior written approval from the Company.
8.Indemnification. The parties agrees to indemnify each other and hold
each other harmless from any legal action taken against MCA or Company
by a third party resulting from MCA's engagement by the Company to
consummate the Private Placement, pursuant to the terms of MCA's
standard indemnification agreement, the form of which is attached hereto
as Exhibit B, which agreement is hereby incorporated into this Agreement
by this reference. Notwithstanding the foregoing, neither Company nor
MCA shall be required to indemnify the other party if such legal action
is a result of such other party's gross negligence.
9. Related Financial Transactions. If during the Engagement Period or
within 24 months thereafter, the Company proposes to effect any
restructuring transaction (through a recapitalization, extraordinary
dividend, stock repurchase, spinoff, joint venture or otherwise), any
acquisition or disposition transaction or any public offering or private
placement of securities (in addition to or in replacement of the
Offering contemplated hereunder), other than any transaction in which
the aggregate value of the transaction (measured by the fair market
value of the consideration paid or received in such transaction) is less
than $250,000, the Company agrees to offer to engage MCA as its
exclusive financial advisor or sole private placement agent (in the case
of a private placement), in connection with such transaction on MCA's
customary terms for such transactions at such time; provided, however,
that MCA may associate with other financial advisors chosen by MCA (it
being understood that no such association will result in the payment of
fees by the Company in excess of those set forth herein), or may decline
any such engagement in its sole discretion. However, unless
specifically covered by a specific agreement setting forth such
arrangement, the provisions in the Indemnification Agreement shall apply
to each such transaction.
10. Termination of Engagement; Survival. MCA's engagement hereunder may
be terminated by either the Company or MCA at any time, upon 90 days
written notice to that effect to the other party; provided, however,
that MCA shall be entitled to receive the full Transaction Fee, in the
event that the Company shall sell to any person any Securities or any
other securities of the same or similar class of as the Securities, at
any time prior to (i) the expiration of 24 months after such termination
if the termination is initiated by the Company, (ii) the expiration of
nine (9) months after such termination if the termination is initiated
by MCA or (iii) the expiration of nine (9) months after such termination
if Xxxx Xxxxxxxxx and/or Xxxxxx Xxxxxxxxx has left MCA other than by
reason of incapacity or death. The provisions of this Agreement set
forth in Sections 6 (Fees), 7 (Expenses), 8 (Indemnification), 9
(Related Financial Transactions), 10 (Termination of Engagement;
Survival) and 11 (a) through (g) (Miscellaneous) shall survive any
termination of this Agreement.
11. Miscellaneous.
(a) It is understood that no oral or written advice, report or opinion
of MCA may be disclosed, reproduced, quoted in part, paraphrased,
summarized or described in any writing, including any Offering
Memorandum, or provided to any person who is not an employee, officer or
director of the Company or an attorney, accountant or financial or other
advisor for the Company that is directly involved in the Offering
without the prior written consent of the MCA.
(b) The provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the Company, MCA and any person
entitled to be indemnified hereunder. No waiver, amendment or other
modification of this Agreement shall be effective unless in writing and
signed by each party to be bound thereby.
(c) The Company expressly acknowledges that MCA has been retained solely
as an exclusive placement agent for the Securities, and not of any other
person. In such capacity, MCA shall act as an independent contractor,
and the Company's engagement of MCA is not intended to confer rights
upon any persons not a party hereto (including security holders,
employees or creditors of the Company) as against MCA, MCA's affiliates
or their respective directors, agents and employees.
(d) The Company acknowledges that, after the completion of the Offering
of the Securities, MCA may, at its option and expense, place an
announcement in such newspapers and periodicals as it may choose,
stating that MCA has acted as the exclusive placement agent for, the
Securities.
(e) THIS AGREEMENT AND THE RELATED INDEMNIFICATION AGREEMENT REFERRED TO
ABOVE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY CLAIMS OR PROCEEDING RELATED TO OR
ARISING OUT OF THIS ENGAGEMENT, OR ANY TRANSACITON OR CONDUCT IN
CONNECTION HEREWITH IS, WAIVED BY THE PARTIES HERETO.
(f) The Company and MCA hereby irrevocably and unconditionally consent
to the exclusive jurisdiction of the courts of the State of California
and the United States District Courts located in the City of Los Angeles
for any actions, claims or other proceedings arising out of or relating
to this Agreement, consent to service of process of such court and agree
not to commence any such action, claim or other proceeding except in
such courts. The Company and MCA hereby irrevocably and unconditionally
waive any objection to the laying of the venue of any action, claim or
other proceeding arising out of or relating to this letter agreement in
the courts of the State of California or the United States District
Court located in the City of Los Angeles, and hereby further irrevocably
and unconditionally waive and agree not to plead or claim in any such
court that such action, claim or other proceeding brought in any such
court has been brought in an inconvenient forum.
(g) If, in connection with any merger, consolidation, sale of assets or
other transaction involving the Company, the obligations of the Company
to MCA under the Indemnification Agreement are not assumed by operation
of law or by contract by a party or parties reasonably satisfactory to
MCA, the Company agrees to arrange alternate means of providing for such
obligations, including procuring insurance or creating an escrow, in
each case, in an amount and upon terms and conditions satisfactory to
MCA.
Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the duplicate enclosed
copies of this letter and the Indemnification Agreement.
Very truly yours,
MEDIA CAPITAL ADVISORS, LLC
By: /s/Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Managing Member
AGREED AND ACCEPTED:
TFN, The Football Network, Inc.
By: Xxxxxxxx Xxxxxx
Title: President
EXHIBIT A
Exclusivity Exceptions
The Company is engaged in the completion of a current round of
investment which is intended to raise approximately $2.5 million of
additional capital, which shall occur not later than July 15, 2001 (the
"Seed Round").
EXHIBIT B
Indemnification
In consideration for the agreement of MCA to render the services set
forth in the Agreement for the fee(s) indicated, the Company agrees to
indemnify and hold harmless MCA and its officers, directors, employees,
agents and affiliates, including, without limitation, each person who
controls MCA within the meaning of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, from and
against any and all loss, claim, damage, liability and expense
whatsoever (including, without limitation, costs of any investigation,
reasonable legal and other fees and expenses incurred in connection
with, and any amounts paid in settlement of, any action, suit or
proceeding or any claim asserted), joint or several, to which such
indemnified parties, or any of them, may become subject, including
without limitation under the Federal securities laws or any other
applicable Federal or State statute or regulation, or at common law
(whether in tort, contract, or on any other basis) or otherwise, insofar
as such losses, claims, damages, liabilities or expenses arise out of or
are based upon, in whole or in part: (i) the Agreement; (ii) any use
(whether authorized or not) by the Company of any offering memorandum,
whether reviewed by MCA or not (the "PPM"), and any use by the Company
of any opinion, memorandum or other advice rendered by MCA in connection
with the transaction, matter, or services which are the subject of the
Agreement (collectively, the "Transaction"); (iii) the performance by
such indemnified parties, or any of them, of the services contemplated
by the Agreement; (iv) the Transaction; (v) any claim (regardless of the
proponent thereof) that the performance of the obligations of the
parties under or pursuant to the Transaction is or was unfair,
inequitable, fraudulent, a breach of fiduciary duty or otherwise
contrary to law, or involves or involved any alleged omission to state
material facts or any alleged misleading or untrue statement in
connection therewith; (vi) any claim that the PPM is contrary to law, or
fails to state material facts or contains any alleged misleading or
untrue statement; or (vii) any other claim relating to or involving the
Agreement, the PPM or the Transaction which subjects such indemnified
parties, or any of them, to any loss, claim, damage, liability or
expense of any and every kind. The foregoing indemnification shall not
apply to the extent, but only to the extent, that any loss, claim,
damage, liability or action is incurred or brought on the basis of the
matters that are the subject of MCA's indemnification set forth in the
following paragraph.
MCA agrees to indemnify and hold harmless the Company and its officers,
directors, employees, agents and affiliates, including, without
limitation, each person who controls the Company within the meaning of
the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, from and against any and all loss, claim, damage,
liability and expense whatsoever (including, without limitation, costs
of any investigation, reasonable legal and other fees and expenses
incurred in connection with, and any amounts paid in settlement of, any
action, suit or proceeding or any claim asserted), joint or several, to
which such indemnified parties, or any of them, may become subject,
including without limitation under the Federal securities laws or any
other applicable Federal or State statute or regulation, or at common
law (whether in tort, contract, or on any other basis) or otherwise,
insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon, in whole or in part: (i) a breach of the
Agreement by MCA, or (ii) an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by MCA,
specifically for inclusion in the PPM. The foregoing indemnification
shall not apply to the extent, but only to the extent, that any loss,
claim, damage, liability or action is incurred or brought on the basis
of the matters that are the subject of the Company's indemnification set
forth in the preceding paragraph.
If the indemnity provided to MCA in the first paragraph above shall be
unenforceable or unavailable for any reason whatsoever, the indemnified
parties shall be entitled to receive contribution from the Company for
all such losses, claims, damages, liabilities and expenses (including,
without limitation, all costs of any investigation, legal or other fees
and expenses incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted),
joint or several, so that the indemnified parties ultimately bear, in
the aggregate, only an amount equal to the aggregate amount of such
losses, claims, damages, liabilities and expenses multiplied by a
fraction, the numerator of which is the fee actually paid to MCA by the
Company, and the denominator of which is the fair value of the
consideration payable in the Transaction (or, if there is no
consideration payable, the fair market value of the Company); provided,
however, that in no event shall the indemnified parties' share of such
losses, claims, damages, liabilities and expenses exceed, in the
aggregate, the fee actually paid to MCA by the Company.
The indemnifying party agrees to pay, as incurred, all reasonable legal
fees and expenses (i) incurred by the indemnified parties, or any of
them, in defending any claim of the type set forth in the preceding
paragraphs, or (ii) incurred by the indemnified parties in producing
documents, assisting in answering any interrogatories, giving any
deposition testimony or otherwise becoming involved (at the request of
the indemnifying party, or by reason of discovery in proceedings
instituted by any Person or otherwise) in any litigation or claim
relating to the Transaction or the engagement referred to in the
Agreement, or any of the matters enumerated in the preceding paragraphs,
even though no claim is made against one or more of, or all of, the
indemnified parties and one or more of, or all of, the indemnified
parties are not named parties to any litigation. The indemnified
parties will consult with the indemnifying party with respect to the
defense of any claim or lawsuit and will not settle or otherwise enter
into any agreements with any claimants involving any payment by any
indemnified party without the prior written consent to the indemnifying
party, which consent shall not be unreasonably withheld. The
indemnification provided herein will include advance payment (if
requested by the indemnified party, and/or the prompt reimbursement of
all payments required to be made or made by any indemnified party for
any settlement, any damages awarded, costs of suit and all legal fees,
and shall include prompt payment to the indemnified party for the time
reasonably required to be expended by any officers or employees of the
indemnified party at their then-current hourly consulting rates,
regardless of the legal theories advanced or the results of any such
claim or litigation.
Notwithstanding all of the foregoing, the indemnifying party will not be
liable to any indemnified party hereunder in any such case unless the
indemnifying party is given the reasonable opportunity to defend such
party at the indemnifying party 's own cost and expense (unless the
indemnified party shall have reasonably concluded that counsel selected
by the indemnifying party has a conflict of interest because of the
availability of conflicting defenses, in which case an indemnified party
need not afford the indemnifying party such opportunity) and in no event
shall the indemnifying party be liable to any indemnified party to the
extent that any such loss, claim, damage, liability or expense arises
out of or is based upon the fact that such indemnified party committed
an intentional fraud or was grossly negligent in connection with the
rendering of services hereunder, but only if and when such fact shall be
determined by final adjudication by a court of competent jurisdiction;
until such adjudication is made, the indemnifying party shall be
obligated to advance, pay or reimburse costs and damages as if this
paragraph did not exist; and if such an adjudication is made, such
indemnified party shall repay to the indemnifying party any costs
advanced, paid or reimbursed by the indemnifying party hereunder to the
extent (and only to the extent) that the court affirmatively determines
that such costs were directly related to such fact.
The indemnity and contribution provisions herein provided shall not be
exclusive, but shall be cumulative and in addition to any other remedies
which an indemnified party may otherwise have, at law or in equity. The
indemnity and contribution provisions herein provided are for the
express benefit of MCA, and each of its officers, directors, employees,
agents and affiliates, and their respective successors, heirs and
assigns, and shall be binding on and enforceable against the Company,
and each person included in the definition of the Company hereinabove
included, jointly and severally, and their respective successors, heirs
and assigns.
Xx. Xxxxxxxx Xxxxxx
May 7, 2001
Page 8
MCA (IB) agreement 01-05-07.doc
MCA (IB) agreement 01-05-07.doc
