EXCHANGE AGREEMENT
EXCHANGE AGREEMENT, entered into and effective this 31st day of
October, 2002, by and between IDEAL 4X CORPORATION ("IDEAL"), a Nevada
corporation, and BIOFARM, INC. ("BIOF"), a Nevada corporation.
BACKGROUND
The Common Stock (par value $.001 per share) of BIOF is publicly traded
on the NASDAQ Bulletin board as the result of a Registration Statement declared
effective under the 1933 Act by the SEC in 1992. BIOF is current in all of its
required filings under the 1934 Act, is registered as a Business Development
Company under the 1940 Act, and is currently a non-operating entity.
Subject to all of the terms and conditions set forth in this Agreement,
below is the agreement of the parties relative to the consummation of the
following transactions:
(a) at the closing of the transactions contemplated herein
("Closing"), the issuance by BIOF of an aggregate of 3,500,000
shares of BIOF Common Stock to the shareholders of IDEAL;
(b) at Closing, the delivery to BIOF by the shareholders of IDEAL
of 100% of the issued and outstanding shares of capital stock
of IDEAL of whatever class; and,
(c) the filing by BIOF with the SEC under the 1934 Act of (i) Form
8-Kwithin fifteen days after the Closing Date under this
Agreement satisfying the requirements thereof and attaching
this Agreement as an Exhibit thereto, and (within sixty days
thereafter) the filing of an amended Form 8-K/A containing in
compliance with Regulation S-X the required financial
statements of IDEAL, and (ii) a Proxy Statement calling a
Special Meeting of the shareholders of BIOF to vote upon (a)
the election of nominees of IDEAL to the Board of Directors of
BIOF (thereby satisfying Rule 14f-1 under the 1934 Act), (b)
the change in the name "BIOF" to a name to be selected by
IDEAL, and (c) such other matters as may properly come before
the meeting.
NOW, THEREFORE, in consideration of the agreements,
representations, warranties and mutual covenants hereinafter set forth,
and intending to be legally bound hereby, the parties agree as follows:
1. Representations and Warranties:
(a) Representations of BIOF. BIOF represents, warrants,
covenants and agrees as follows, all of which are
true and correct in all material respects as of the
date hereof and will be true and correct in all
material respects as of the Closing Date (as defined
in Paragraph 3 hereof) with the same force and effect
as if then made:
(1) Corporate. BIOF is a corporation duly
organized and existing under Nevada law and
is in good standing in the State of Nevada,
BIOF has all requisite power and authority
to conduct its business as it is now being
conducted and to own or use the properties
and assets it purports to own or use;
(2) Authority. The execution and delivery by
BIOF of this Agreement and each other
agreement or instrument contemplated by this
Agreement, the performance by BIOF of its
covenants and obligations under this
Agreement, and the consummation by BIOF of
the transactions contemplated by this
Agreement, have been authorized by all
necessary corporate action. Assuming due
execution and delivery, this Agreement
constitutes the valid and legally binding
obligation of BIOF and is enforceable in
accordance with its terms.
(3) No Violation. Neither the execution and
delivery of this Agreement, nor the
consummation of the transactions
contemplated by this Agreement:
(A) violates any provisions of any of
BIOF's organizational documents;
(B) violates any statute, ordinance,
law, writ, injunction, ruling,
regulation, order, judgment or
decree of any court or governmental
agency or board ("Laws") by which
BIOF or any of its assets or
properties is bound, which
violation could reasonably be
expected to have a material,
adverse effect on the financial
position, results of operations or
business of BIOF; or
(C) conflicts with, violates, or will
result in any breach of (or give
rise to any right of termination,
cancellation, modification,
amendment, rescission, refusal to
perform or acceleration of) any of
the terms of, or constitute a
default under, or result in the
creation of any lien pursuant to
the terms of, any note, bond,
lease, mortgage, deed of trust,
franchise, guaranty, certificate of
occupancy, indenture, license,
permit, contract or agreement
("Contracts") or other instrument
or obligation to which BIOF is a
party or by which BIOF's assets are
encumbered and which, individually
or in the aggregate, could
reasonably be expected to have a
material adverse effect on the
financial position, results of
operations or business of BIOF;
(4) Regarding Financial Statements. All of
BIOF's audited financial statements,
including, but not limited to, BIOF's
audited consolidated balance sheet
(including the notes thereto), and the
related audited consolidated statement of
income, changes in stockholders' equity and
cash flow for the two year fiscal period
ended October 31, 2001 (the "BIOF Audited
Financial Statements"), and all of BIOF's
unaudited financial statements for the
fiscal quarters ended January 31, April 30,
and July 31, 2002 (the "BIOF Unaudited
Financial Statements"), fairly present, in
all material respects, the financial
condition and the results of operations,
changes in stockholders' equity and cash
flow of BIOF as of the respective dates
thereof and for the accounting periods
referenced therein, all in accordance with
generally accepted accounting principles and
practices applied on a consistent basis, and
are collectively referred to herein as the
"BIOF Financial Statements."
(5) No Omissions. This Agreement and the
information furnished by BIOF, whether set
forth in this Agreement or in any filing
made by BIOF under the 1934 Act, contains no
untrue statement of a material fact and does
not omit to state a material fact necessary
to make the statements made not misleading.
(b) Representations of IDEAL. IDEAL represents, warrants,
covenants and agrees as follows, all of which are
true and correct in all material respects as of the
date hereof and will be true and correct in all
material respects as of the Closing Date with the
same force and effect as if then made:
(1) Corporate. IDEAL is a corporation duly
organized and existing under Nevada law and
is in good standing in the State of Nevada.
IDEAL has all requisite power and authority
to conduct its business as it is now being
conducted and to own or use the properties
and assets it purports to own and use, IDEAL
is registered to do business in all
jurisdictions where the failure to obtain
such registration could reasonably be
expected to result in a material adverse
effect on the financial position, results of
operations or business of IDEAL. IDEAL is in
compliance with all federal and state
regulations applicable to the business
conducted by IDEAL;
(2) Authority. The execution and delivery by
IDEAL of this Agreement and each other
agreement or instrument contemplated by this
Agreement, the performance by IDEAL of its
covenants and obligations under this
Agreement, and the consummation by IDEAL of
the transactions contemplated by this
Agreement, have been authorized by all
necessary corporate action. Assuming due
execution and delivery, the Agreement
constitutes the valid and legally binding
obligation of IDEAL and is enforceable in
accordance with its terms;
(3) No Violation. Neither the execution and
delivery of this Agreement, nor the
consummation of the transactions
contemplated by this Agreement:
(A) violates any provision of any of
IDEAL's organizational documents;
(B) violates any statute, ordinance,
law, writ, injunction, ruling,
regulation, order, judgment or
decree of any court or governmental
agency or board ("Laws") by which
IDEAL or any of its assets or
properties is bound, which
violation could reasonably be
expected to have a material adverse
effect on the financial position,
results of operations or business
of IDEAL; or,
(C) conflicts with, violates or will
result in any breach of (or give
rise to any right of termination,
cancellation, modification,
amendment, rescission, refusal to
perform or acceleration of) any of
the terms of, or constitute a
default under, or result in the
creation of any lien pursuant to
the terms of, any note, bond,
lease, mortgage, deed of trust,
franchise, guaranty, certificate of
occupancy, indenture, license,
permit, contract or agreement
("Contracts") or other instrument
or obligation to which IDEAL is a
party or by which IDEAL's assets
are encumbered and which,
individually or in the aggregate,
could reasonably be expected to
have a material adverse effect on
the financial position, results of
operations or business of IDEAL;
(4) Regarding Financial Statements. All of
IDEAL's audited financial statements,
including IDEAL's opening audited balance
sheet (including the notes thereto) (the
"IDEAL Opening Audited Financial
Statements"), fairly presents, in all
material respects, the financial condition
of IDEAL as of the date thereof, in
accordance with generally accepted
accounting principles and practices, and is
referred to herein as the "IDEAL Opening
Financial Statements."
(5) No Omissions. This Agreement and the
information furnished by IDEAL, whether set
forth in this Agreement or in any document,
contains no untrue statement of a material
fact and does not omit to state a material
fact necessary to make the statements made
not misleading.
2. Conduct of the Business. Other than as contemplated by this
Agreement, each of IDEAL and BIOF covenants and agrees that,
from and after the date hereof and until Closing, neither
will:
(a) Operation of its Business. Conduct its business, or
introduce any material change in its business
practices or the accounting methods in respect of its
business, except in a manner consistent with prior
practices; provided, however, that nothing contained
herein shall prevent IDEAL from acquiring additional
businesses in any manner satisfying the business
judgment of IDEAL;
(b) Payment of Certain Indebtedness. Except in the
ordinary course of Business, pay, discharge or
liquidate any outstanding indebtedness or incur any
obligation not relating to the conduct of its
business;
(c) Books and Records. Fail to maintain its books and
records in accordance with sound business practices,
on a basis consistent with prior practice;
(d) No Solicitation. For a period of sixty (60) days from
the date hereof (the "Non-Solicitation Period"),
neither directly nor indirectly, (i) solicit or
initiate any Acquisition Proposal (as hereinafter
defined), or (ii) engage in negotiations with, or
disclose any non-public information relating to it or
afford access to its properties, books and records to
any person or entity in connection with any
Acquisition Proposal. For purposes of this Agreement,
"Acquisition Proposal" means any offer or proposal
for, or any written indication on interest in, a
merger, acquisition or other business combination
involving either IDEAL or BIOF, or the acquisition of
any equity interest in either IDEAL or BIOF, other
than the transactions contemplated by this Agreement;
provided, however, that IDEAL is not precluded from
taking any action which, in its business judgment,
furthers the business of IDEAL and is entered into on
terms consistent with this Agreement; and
(e) make any announcement or submit any filing(s) to the
SEC without having received the approval of the other
party hereto.
3. Closing Date. Provided all conditions precedent have been
satisfied, closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the principal
office of IDEAL not more than sixty (60) days from the date
hereof (the "Closing Date"), or on such other date and at such
other time and place as is agreed to by the parties. Absent
written confirmation to the contrary, this Agreement shall
automatically terminate in the event that all conditions
precedent have not been satisfied prior to the Closing Date.
4. Conditions Precedent to the Obligation of IDEAL to Close. The
obligation of IDEAL and of each IDEAL shareholder to close and
consummate the transactions contemplated by this Agreement, is
subject to the satisfaction of the following conditions
precedent, any or all of which may be waived by IDEAL and by
each IDEAL shareholder, and BIOF agrees to use commercially
reasonable efforts to satisfy each of the following conditions
precedent at or prior to Closing;
(a) Representations and Warranties. The representations
and warranties made by BIOF shall be true and correct
as of the Closing Date with the same force and effect
as if then made. On the Closing Date, BIOF shall
deliver to IDEAL a certificate dated the Closing Date
to such effect;
(b) Compliance with Covenants. All of the covenants and
obligations required to be performed by BIOF or with
which BIOF is to comply at or prior to Closing, must
have been duly performed and complied with in all
material respects;
(c) Other Certificates. IDEAL shall have received such
other certificates, instruments and other documents,
in form and substance satisfactory to IDEAL and its
counsel, as IDEAL shall have reasonably requested in
connection with the consummation of the transactions
contemplated hereby; and,
(d) Biofarm Capitalization. BIOF shall have issued and
outstanding (i) no shares of its Preferred Stock and
(ii) not in excess of 6,250,000 shares of its Common
Stock. No shares of BIOF Common Stock shall be
reserved for issuance for any purpose whatsoever. All
options, warrants, subscriptions receivable,
intermediary shares, and other rights to acquire
shares of BIOF Common Stock shall have been
exercised, issued or cancelled. Giving effect to the
3,500,000 shares of BIOF Common Stock to be issued to
the shareholders of IDEAL, the total capitalization
of BIOF shall consist of no shares of Preferred Stock
and 9,750,000 shares of Common Stock of BIOF being
issued and outstanding.
5. Conditions Precedent to the Obligation of BIOF to Close. The
obligation of BIOF to close is subject to satisfaction of the
following conditions precedent, any one of which may be waived
by BIOF in its sole discretion, and, as to each of which,
IDEAL agrees to use commercially reasonable efforts to satisfy
at or prior to Closing:
(a) Approval of IDEAL Financial Statements. Within ten
(10) days of the receipt by BIOF of the IDEAL
Financial Statements, BIOF shall have approved the
IDEAL Financial Statements. BIOF shall have also,
within the same time frame, approved all other
documents or submissions delivered to BIOF by IDEAL
pursuant to this Agreement. Any Financial Statement,
document or submission not disapproved within such
ten (10) day period by BIOF shall be deemed to have
been approved. Any basis for disapproval shall be
explicitly stated by BIOF;
(b) Approval by IDEAL Shareholders. This Agreement and
the obligations, representations and warranties of
the IDEAL shareholders described herein shall have
been duly adopted or ratified by the IDEAL
shareholders pursuant to valid and legally binding
shareholder action; and BIOF shall be provided with a
copy of resolutions duly adopted by the IDEAL
shareholders and certified by the Secretary of IDEAL;
(c) Representations and Warranties. The representations
and warranties made by IDEAL herein shall be correct
as of the Closing Date with the same force and effect
as if then made, and IDEAL shall deliver to BIOF a
certificate dated the Closing Date to such effect;
and,
(d) Other Certificates. BIOF shall have received such
other certificates, instruments and other documents,
in form and substance satisfactory to BIOF and its
counsel, as BIOF shall have reasonably requested in
connection with the consummation of the transactions
contemplated hereby.
6. Procedures at Closing. Provided all conditions precedent to
Closing have been satisfied or waived, at Closing each party
shall execute and deliver such other instruments,
certificates, authorizations, releases, resolutions and
documents as may be necessary to effect the transactions
described in or as is otherwise required by this Agreement and
the following shall occur:
(a) Issuance of BIOF Common Stock. BIOF shall issue and
deliver to the IDEAL shareholders an aggregate of
3,500,000 shares of unregistered BIOF Common Stock,
fully paid and non-assessable, free and clear of all
liens and encumbrances of any kind, to be distributed
among the IDEAL shareholders as the latter shall
determine. Such issuance shall constitute an exempt
transaction pursuant to Section 4(2) of the 1933 Act
and such exemption shall be appropriately documented.
The 3,500,000 shares shall be appropriately legended
and stop transfer instructions shall be issued to the
Transfer Agent for BIOF Common Stock.
(b) Transfer of IDEAL Capital Stock to BIOF.
Simultaneously with the issuance of the BIOF Common
Stock described in Paragraph 7(a) above, each IDEAL
shareholder will assign and transfer to BIOF all of
such IDEAL shareholder's right, title and interest in
and to all of the capital stock of IDEAL owned by
such shareholder. To do so, each IDEAL shareholder
will deliver to BIOF its stock certificate
representing all of the IDEAL capital stock owned by
such IDEAL shareholder, such certificate to be duly
endorsed in blank or accompanied by an irrevocable
stock power and assignment separate from certificate
and endorsed in blank. All signatures on stock
certificates and stock powers shall bear appropriate
Medallion signature guarantees from a bank, trust
company or member of a national securities exchange.
7. Procedures after Closing. Following closing, each of IDEAL and
BIOF shall, from time-to-time, execute and deliver such
additional instruments, documents, conveyances or assurances
and take such other action as shall be necessary, or otherwise
reasonably requested by the other party, to confirm and assure
the rights and obligations provided for in this Agreement and
render effective the consummation of the transactions
contemplated by this Agreement.
8. Survival of Representations; Indemnification.
(a) Survival.
(1) The representations and warranties set forth
in Paragraph 1(a) and (b) of this Agreement
shall survive the Closing but shall
terminate and be of no further force and
effect on the first anniversary of the
Closing Date. Unless a specific period is
set forth herein (in which event such
specified period shall control), all other
covenants and agreements contained in this
Agreement shall survive the Closing and
remain in effect until waived or otherwise
fulfilled,
(b) Indemnifiable Losses. The term "Indemnifiable Losses"
shall mean any and all liabilities, obligations,
claims, actions, damages, civil and criminal
penalties and fines, out-of-pocket costs and expenses
(including any reasonable attorneys' and other
professional fees), relating to, resulting from or
arising out of any breach of any representation,
warranty, covenant, agreement or undertaking by the
indemnifying party and contained in this Agreement.
(c) Indemnification by BIOF and IDEAL. On the terms and
subject to the limitations (if any) set forth in this
Agreement, BIOF shall indemnify, defend and hold
harmless IDEAL and its shareholders, and each of the
past, present and future directors, officers and
employees of IDEAL, and IDEAL and its shareholders
shall indemnify, defend and hold harmless BIOF and
its shareholders, and each of its past, present and
future directors, officers and employees of BIOF,
from and against any and all Indemnifiable Losses
relating to, resulting from or arising out of any
breach of any representation, warranty, covenant,
agreement or undertaking by either such party set
forth in this Agreement.
(d) Indemnification Procedure. In the case of any claim
asserted by a third party against a party entitled to
indemnification under this Agreement (the
"Indemnified Party"), notice shall be given by the
Indemnified Party to the party required to provide
indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of
any claim as to which indemnity may be sought, and
the Indemnified Party shall permit the Indemnifying
Party (at the expense of such Indemnifying Party) to
assume the defense of any claim or any litigation
resulting therefrom provided that (i) counsel for the
Indemnifying Party who shall conduct the defense of
such claim or litigation shall be reasonably
satisfactory to the Indemnified Party, (ii) the
Indemnified Party may participate in such defense at
such Indemnified Party's expense, and (iii) the
omission by any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying
Party of its indemnification obligation under this
Agreement except to the extent that such omission
results in a failure of actual notice to the
Indemnifying Party and such Indemnifying Party is
materially damaged as a result of such failure to
give notice. Except with the prior written consent of
the Indemnified Party, no Indemnifying Party, in the
defense of any such claim or litigation, shall
consent to entry of any judgment or enter into any
settlement that provides for injunctive or other
nonmonetary relief affecting the Indemnified Party or
that does not include as an unconditional term
thereof the giving by each claimant or plaintiff to
such Indemnified Party of a release from all
liability with respect to such claim or litigation.
In the event that the Indemnified Party shall in good
faith determine that the conduct of the defense of
any claim subject to indemnification hereunder or any
proposed settlement of any such claim by the
Indemnifying Party might be expected to affect
adversely the Indemnified Party or its ability to
conduct its business, or that the Indemnified Party
may have available to it one or more defenses or
counterclaims that are inconsistent with one or more
of those that may be available to the Indemnifying
Party in respect of such claim or litigation relating
thereto, the Indemnified Party shall have the right
at all times to take over and assume control over the
defense, settlement negotiations or litigation
relating to any such claim at the sole cost of the
Indemnifying Party, provided that if the Indemnified
Party does so take over and assume control, the
Indemnified Party shall not settle such claim or
litigation without the written consent of the
Indemnifying Party, such consent not to be
unreasonably withheld. In the event that the
Indemnifying Party does not accept the defense of any
matter as above provided, the Indemnified Party shall
have the full right to defend against any such claim
or demand and shall be entitled to settle or arrange
to pay in full such claim or demand. In any event,
the Indemnifying Party and the Indemnified Party
shall cooperate in the defense of any claim or
litigation subject to this Section and the records of
each shall be available to the other with respect to
such defense.
9. Legend. All shares of BIOF Common Stock to be issued to the
IDEAL shareholders and the Capital Raise investors, shall bear
a legend in substantially the form set forth below:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), and may not be sold, transferred, assigned, made
subject to a security interest, mortgaged, pledged,
hypothecated or otherwise disposed of unless and until
registered under the Act or an opinion of counsel for Company
is received that registration is not required under such Act."
10. Arbitration. Except in the event an equitable remedy or
injunction is sought pursuant to this Agreement, any
controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled exclusively
by arbitration in New York City, New York, before three
arbitrators in accordance with the then current rules of the
American Arbitration Association and judgment upon the award
rendered may be entered in the highest court of the forum,
country or state, having jurisdiction.
11. Binding Effect; No Assignment. This Agreement shall be binding
upon and shall inure to the benefit of the parties to this
Agreement and their respective successors and assigns. This
Agreement and the Exhibits attached hereto together constitute
the entire agreement of the parties with respect to the
subject matter of this Agreement and the Exhibits attached
hereto and supersedes all prior agreements and understandings
relating hereto and thereto. Notwithstanding anything to the
contrary, no party may transfer or assign any of its rights or
obligations under this Agreement without the prior written
consent of all other parties, which they may withhold in their
sole discretion.
12. Controlling Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of New York.
13. Notices. Any notice, communication, request, reply, or advice
(hereinafter severally and collectively called "notice") in
this Agreement provided or permitted to be given, made, or
accepted by either party to the other must be in writing and
shall be given or be served by telex, telecopy, facsimile,
registered, certified or other form of mail requiring a return
receipt, addressed to the party to be notified, postage
prepaid, or by reputable overnight delivery service, or by
delivering the same in person to such party and obtaining a
receipt for such delivery. Notice deposited in the mail in the
manner hereinabove described shall be deemed received on the
earlier of the fifth day after day after deposit in the mail
or upon receipt, whichever is earlier. Notice sent by
reputable overnight courier shall be deemed received on the
next day after sending. Notices given by hand delivery shall
be deemed received when delivered. Notices may also be sent by
facsimile transmission with electronic confirmation, and shall
be deemed received on the date sent or the first business day
thereafter, if sent after normal business hours or on a
non-business day, provided that the sender requests and the
receiver sends a return confirmation by facsimile transmission
or by mail.
For purposes of notice, the address and facsimile
numbers of the parties shall, until notice of any
change is provided, be as follows:
To BIOF Xxxxx Xxxxx, President
0000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
To IDEAL (or to any
IDEAL shareholder) c/o Xxxxx Xxxxxx, President
Ideal 4X Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
14. Further Assurances. Each of the parties to this Agreement
shall use such party's commercially reasonable efforts to take
such actions as may be necessary or reasonably requested by
the other parties to this Agreement to carry out and
consummate the transactions contemplated by this Agreement.
15. Expenses. Each of the parties to this Agreement shall bear
such party's own expenses and attorneys' fees in connection
with the negotiation and preparation of this Agreement and the
transactions contemplated by this Agreement. This provision
shall not operate to limit any damages due to breach by
another party.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original but all
of which shall constitute one and the same instrument.
17. Headings. The headings preceding the text of the paragraphs of
this Agreement are inserted for convenience of reference only
and shall not constitute a part of this Agreement, nor shall
they affect its meaning, construction or effect.
18. Amendments, Waivers. Any changes, amendments, waivers or
additions to this Agreement, must be made in writing by the
parties to this Agreement in order to be effective. The
failure of any party hereto to enforce at any time any
provision of this Agreement shall not be construed as a waiver
of such provision nor in any way to affect the validity of
this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision strictly
in accordance with its terms. No waiver of any breach of this
Agreement shall be held to constitute a waiver of any other or
subsequent breach.
19. Invalidity. Should any provision of this Agreement be held by
a court or arbitration panel of competent jurisdiction to be
enforceable only if modified, such holding shall not affect
the validity of the remainder of this Agreement, the balance
of which shall continue to be binding upon the parties to this
Agreement with any such modification to become a part hereof
and treated as though originally set forth in this Agreement.
20. Interpretation. No provision of this Agreement shall be
construed against a party because such party of its attorney
may have been the draftsman thereof.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date first written above.
IDEAL 4X CORPORATION BIOFARM, INC.
BY /s/Xxxxx Xxxxxx BY /s/Xxxxx X. Xxxxx
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Its President Its President
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ATTEST: /s/Xxxx Xxxxxx ATTEST: /s/Xxxxx Esrine
Its Its Vice President
Each of the undersigned, being all of the shareholders of IDEAL and
intending to be legally bound, joins in this Agreement for the purpose of
confirming his/her/its agreement to be bound by the terms of and the
representations, warranties, indemnities, obligations, agreements or covenants
contained in this Agreement and applicable to each such shareholder.
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