Independent Contractor Agreement
This Independent Contractor Agreement (the "Agreement") is made and entered
into by and between Vista Vacations International, Inc., a Florida corporation
("Vista"); and, Karyn McKnight, a resident of the State of Washington whose
social security number is ###-##-#### (the "Independent Contractor"; Vista and
the Independent Contractor being hereinafter collectively referred to as the
"Parties" and generically as a "Party").
Preamble:
WHEREAS, Vista is engaged in providing the travel services industry
specializing in cruise package development, promotions and sales through a
network of home based agents communicating with Vista and with Vista's clients
through the Internet; and
WHEREAS, the Independent Contractor has substantial business experience,
acumen and contacts, and desires to be included among the independent
contractors engaged by Vista, from time to time, in rendering services to
Vista's agents and clients; and
WHEREAS, Vista is willing to use the Independent Contractor in conjunction
with Vista's provision of services to Vista's clients, on the terms and subject
to the conditions hereinafter set forth:
NOW, THEREFORE, in consideration for the Independent Contractor's agreement
to render the hereinafter described services as well as of the premises, the sum
of TEN ($10) DOLLARS, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:
Witnesseth:
Article One
Independent Contractor's Services
1.1 Description of Services
(A) The Independent Contractor's areas of expertise and the services it she
is to provide to Vista and through Vista, to its agents and clients are
more particularly described in exhibit 1.1 annexed hereto and made a
part hereof (the "Areas of Service").
(B) (1) The Independent Contractor shall make its services available to
Vista's clients solely through Vista.
(2) The Independent Contractor's compensation shall an annual fee of
$25,000.
(C) The Independent Contractor hereby represents and warrants to Vista and
Vista's clients that it is subject to no legal, self regulatory
organization or regulatory impediments to the provision of the services
called for
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by this Agreement, or to receipt of the compensation called for under
this Agreement or any supplements thereto; and, the Independent
Contractor hereby irrevocably covenants and agrees to immediately bring
to the attention of Vista any facts required to make the foregoing
representation and warranty continuingly accurate throughout the term
of this Agreement, or any supplements or extensions thereof.
1.2 Fiduciary Obligation to Vista and its Clients
(A) The Independent Contractor's primary duties shall be to Vista and in
the event of a conflict, perceived or actual, between the Independent
Contractor's obligations to Vista and Vista's clients, the Independent
Contractor's duties to Vista shall be controlling.
(B) In rendering its services, the Independent Contractor shall not
disclose to any third party any confidential non-public information
furnished by Vista or its clients or otherwise obtained by it with
respect to Vista or its clients.
1.3 Limitations on Services
(A) The Parties recognize that Vista is a subsidiary of a publicly traded
company required to file periodic reports with the United States
Securities and Exchange Commission (the "Commission") and that certain
responsibilities and obligations are imposed by federal and state
securities laws and by the applicable rules and regulations of stock
exchanges, the NASD, in-house "due diligence" or "compliance"
departments of brokerage houses, etc.; accordingly, the Independent
Contractor agrees that the Independent Contractor will not:
(1) Release any financial or other material information or data about
Vista without the prior consent and approval of Vista;
(2) Release or make available any information or data about Vista
clients to any selected or limited person(s), entity, or group if
the Independent Contractor is aware that such information or data
has not been generally released or promulgated.
(B) The Independent Contractor shall not take any action which would in any
way adversely affect the reputation, standing or prospects of Vista or
Vista's clients or which would cause Vista or its clients to be in
violation of applicable laws.
(C) In the event that the Independent Contractor is an entity rather than a
natural person, then the following provisions shall apply:
(1) Karyn McKnight, a principal of the Independent Contractor (e.g.,
its president, director, stock holder, partner, member, etc.;
sometimes hereinafter referred to as "Mr. Ms. McKnight") shall,
unless otherwise consented to by Vista, be the person through
which the Independent Contractor provides all its services
hereunder;
(2) In the event that Ms. McKnight becomes disassociated from the
Independent Contractor, then Vista shall have the option of
terminating this Agreement and requiring Ms. McKnight, at Ms.
McKnight's election, of either personally or through a legal
entity controlled by Ms. McKnight
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through which Ms. McKnight can personally provide the required
services, to perform the obligations of the Independent
Contractor for the balance of the term, or then operative renewal
term, of this Agreement;
(3) In the event that the responsibilities for fulfilling the terms
of this Agreement devolve on Ms. McKnight personally, then it
shall be presumed that the Independent Contractor has
correspondingly assigned to Ms. McKnight all rights to receipt of
compensation associated with such services;
(4) In all instances in this Agreement to the provision of services
by the Independent Contractor or the death of the Independent
Contractor, or the inability of the Independent Contractor to
provide services, or pertaining to conduct justifying earlier
termination of this Agreement, such references shall include any
such events, actions or failures to act by Ms. McKnight.
Article Two
Term, Renewals & Earlier Termination
2.1 Term.
This Agreement shall be for an initial term of one year, commencing on the
date of its complete execution by all Parties, as evinced in the execution page
hereof.
2.2 Renewals.
This Agreement shall be renewed automatically, after expiration of the
original term, on a continuing annual basis, unless the Party wishing not to
renew this Agreement provides the other Party with written notice of its
election not to renew ("Termination Election Notice") on or before the 30th day
prior to termination of the then current term.
2.3 Earlier Termination.
Vista shall have the right to terminate this Agreement prior to the
expiration of its Term or of any renewals thereof, subject to the provisions of
Sections 2.4 and 2.5, for the following reasons:
(a) For Cause:
(1) Vista may terminate this Agreement at any time for cause.
(2) Such termination shall be evidenced by written notice thereof
to the Independent Contractor, which notice shall specify the
cause for termination.
(3) For purposes hereof, the term "cause" shall mean:
(A) The inability of the Independent Contractor, through
sickness or other incapacity, to discharge her duties
under this Agreement for 30 or more consecutive days
or for a total of 60 or more days in a period of
twelve consecutive months;
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(B) The failure of the Independent Contractor to
follow the directions of Vista's board of directors;
(C) Dishonesty; theft; or conviction of a crime involving
moral turpitude;
(D) Material default in the performance of the
Independent Contractor's obligations, services or
duties required under this Agreement (other than due
to illness) or material breach of any provision of
this Agreement, which default or breach has continued
for ten days after written notice of such default or
breach.
(b) Deterioration or Discontinuance of Business:
(1) In the event that Vista experiences material business
reversals or fails to meet the operational criteria reflected
in its projections or business plans, then, subject to the
provisions of Section 2.4, at the option of Vista, this
Agreement shall terminate as of a date selected by Vista with
the same force and effect as if such date was the date
originally set as the termination date hereof.
(2) In the event that Vista discontinues operating its business,
this Agreement shall terminate as of the last day of the month
on which it ceases operation with the same force and effect as
if such last day of the month were originally set as the
termination date hereof; provided, however, that a
reorganization of Vista shall not be deemed a termination of
its business.
(c) Death:
This Agreement shall terminate immediately on the death of the Independent
Contractor; however, all accrued compensation at such time shall be promptly
paid to the Independent Contractor's estate.
2.4 Severance Payments and Alternatives to Termination
In the event this Agreement is terminated for reasons other than for cause
as described in Section 2.3(b) above, the Independent Contractor shall be
entitled to either thirty days prior written notice or to a severance payment in
a sum equal to the fee that would have been paid had 30 days prior written
notice been provided; provided, however, that in lieu of termination, Vista may
offer to continue this Agreement under modified compensation arrangements, if
such arrangements are reflected in the written notice and accepted by the
Independent Contractor prior to the end of the 30 day notice period.
2.5 Final Settlement.
Upon termination of this Agreement and payment of all amounts due to the
Independent Contractor hereunder, the Independent Contractor or his
representative shall execute and deliver to the terminating entity on a form
prepared by Vista, a receipt for such sums and a release of all claims, except
such claims as may have been submitted pursuant to the terms of this Agreement
and which remain unpaid, and, shall forthwith tender to Vista all records,
manuals and written procedures, as may be desired by it for the continued
conduct of its business.
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Article Three
Compensation
3.1 Compensation.
As consideration for the Independent Contractor's services to Vista the
Independent Contractor shall be entitled to:
(a) An consulting fee in the aggregate gross sum of $25,000 (the "Base
Fee").
(b) Incentive stock options complying with the requirements of Section 422
of the Internal Revenue Code of 1986, as amended, or successor
provisions thereto (the "Options"), permitting the Independent
Contractor to purchase up to 12,740 of the 931,000 shares of the
common stock of AmeriNet Group.com, Inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which holds of all of Vista's capital stock and other
securities ("AmeriNet"), that AmeriNet reserved for issuance to Vista
employees and qualifying consultants in conjunction with the
Reorganization Agreement pursuant to which AmeriNet acquired all of
Vista's securities (the "Independent Contractor's Option Shares"), on
the following terms and subject to the following conditions:
(1) The Independent Contractor's rights to the Options will vest as
follows:
(A) If Vista earns net, pre tax profits, determined in
accordance with GAAP, of at least $400,000 during the
period starting on July 1, 2000 and ending on June
30, 2001, then the Independent Contractor shall have
the right to purchase 1,820 of the Independent
Contractor's Option Shares.
(B) If Vista earns net, pre tax profits, determined in
accordance with GAAP, of at least $1,200,000 during
the period starting on July 1, 2000 and ending on
June 30, 2002, then the Independent Contractor shall
have the right to purchase 5,460 of the Independent
Contractor's Option Shares (including the 1,820
shares first referred to above) and
(C) If Vista earns net, pre tax profits, determined in
accordance with GAAP, of at least $2,800,000 during
the period starting on July 1, 2000 and ending on
June 30, 2003, then the Independent Contractor shall
have the right to purchase all of the Independent
Contractor's Option Shares (including the 5,460
shares first referred to above).
(2) If Vista fails to attain the earnings requirements for
exercise of the Options during a measuring year, all of the
Independent Contractor's rights to the Independent
Contractor's Option Shares that would have become vested on
such year shall lapse and be of no further force or effect.
(3) The Options will be exercisable at a price of $1.875 per share
for a period commencing on the date of vesting and ending on
the earlier of June 30, 2005 or the 90th day after termination
of this Agreement.
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(4) All other terms pertaining to the Options are hereby
incorporated by reference from those contained in AmeriNet's
Non-Qualified Stock Option & Stock Incentive Plan, Effective
as of January 1 , 2000 filed by AmeriNet with the United
States Securities and Exchange Commission (the "Commission"),
a copy of which is annexed hereto and made a part hereof as
exhibit 3.1(B)(2), except to the extent that they would be
inconsistent with the specific terms in this Section 3.1
unless such inconsistency is required by the provisions of
Code Section 422.
3.3 Indemnification.
Vista will defend, indemnify and hold the Independent Contractor harmless
from all liabilities, suits, judgments, fines, penalties or disabilities,
including expenses associated directly, therewith (e.g. legal fees, court costs,
investigative costs, witness fees, etc.) resulting from any reasonable actions
taken by him in good faith on behalf of Vista, its affiliates or for other
persons or entities at the request of the board of directors of Vista, to the
fullest extent legally permitted, and in conjunction therewith, shall assure
that all required expenditures are made in a manner making it unnecessary for
the Independent Contractor to incur any out of pocket expenses; provided,
however, that the Independent Contractor permits the majority stockholders of
Vista to select and supervise all per sonnel involved in such defense and that
the Independent Contractor waive any conflicts of interest that such personnel
may have as a result of also representing Vista, its stockholders or other
personnel and agrees to hold them harmless from any matters involving such
representation, except such as involve fraud or bad faith.
Article Four
Special Covenants
4.1 Confidentiality, Non-Circumvention and Non-Competition.
During the term of this Agreement, all renewals thereof and for a period of
two years after its termination, the Independent Contractor hereby irrevocably
agrees to be bound by the following restrictions, which constitute a material
inducement for Vista's entry into this Agreement and for AmeriNet's agreement to
provide shares of its common stock as the securities underlying the Options:
(a) Because the Independent Contractor will be developing for Vista, making
use of, acquiring and/or adding to, confidential information of special
and unique nature and value relating to such matters as Vista's trade
secrets, systems, procedures, manuals, confidential reports, personnel
resources, strategic and tactical plans, advisors, clients, investors
and funders; as material inducement to the entry into this Agreement by
Vista, the Independent Contractor hereby covenants and agrees not to
personally use, divulge or disclose, for any purpose whatsoever,
directly or indirectly, any of such confidential information during the
term of this Agreement, any renewals thereof, and for a period of two
years after its termination.
(b) The Independent Contractor hereby covenants and agrees to be bound as a
fiduciary of Vista, as if the Independent Contractor were a partner in
a partnership bound by the partnership opportunities doctrine, as such
concept has been judicially and legislatively developed in the State of
Florida, and consequently, without the prior written consent of Vista,
on a specific, case by case basis, the Independent Contractor shall
not, among other things, directly or indirectly:
(1) Engage in any activities, whether or not for profit, competitive
with Vista's business.
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(2) Solicit or accept any person providing services to Vista, whether
as an employee, consultant or independent contractor, for
employment or provision of services.
(3) Induce any client or customer of Vista to cease doing business
with Vista or to engage in business with any person engaged in
business activities that compete with Vista's business.
(4) Divert any business opportunity within the general scope of
Vista's business and business capacity, to any other person or
entity.
4.2 Special Remedies.
In view of the irreparable harm and damage which would undoubtedly occur to
Vista as a result of a breach by the Independent Contractor of the covenants or
agreements contained in this Article Four, and in view of the lack of an
adequate remedy at law to protect Vista's interests, the Independent Contractor
hereby covenants and agrees that Vista shall have the following additional
rights and remedies in the event of a breach hereof:
(a) In addition to and not in limitation of any other rights, remedies or
damages available to Vista, whether at law or in equity, it shall be
entitled to a permanent injunction in order to prevent or to restrain
any such breach by the Independent Contractor, or by the Independent
Contractor's partners, agents, representatives, servants, employers,
employees, affiliates and/or any and all persons directly or indirectly
acting for or with him and the Independent Contractor hereby consents
to the issuance of such a permanent injunction; and
(b) Because it is impossible to ascertain or estimate the entire or exact
cost, damage or injury which Vista may sustain prior to the effective
enforcement of such injunction, the Independent Contractor hereby
covenants and agrees to pay over to Vista, in the event he violates the
covenants and agreements contained in Section 4.2 hereof, the greater
of:
(1) Any payment or compensation of any kind received by the
Independent Contractor or by persons affiliated with or acting
for or with the Independent Contractor, because of such
violation before the issuance of such injunction, or
(2) The sum of One Thousand ($1,000.00) Dollars per violation,
which sum shall be liquidated damages, and not a penalty, for
the injuries suffered by Vista as a result of such violation,
the Parties hereto agreeing that such liquidated damages are
not intended as the exclusive remedy available to Vista for
any breach of the covenants and agreements contained in this
Article Four, prior to the issuance of such injunction, the
Parties recognizing that the only adequate remedy to protect
Vista from the injury caused by such breaches would be
injunctive relief.
4.3 Cumulative Remedies.
The Independent Contractor hereby irrevocably agrees that the remedies
described in Section 4.2 shall be in addition to, and not in limitation of, any
of the rights or remedies to which Vista is or may be entitled to, whether at
law or in equity, under or pursuant to this Agreement.
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4.4 Acknowledgment of Reasonableness.
(a) The Independent Contractor hereby represents, warrants and acknowledges
that having carefully read and considered the provisions of this Article
Four, the restrictions set forth herein are fair and reasonable and are
reasonably required for the protection of the interests of Vista, its
officers, directors and employees; consequently, in the event that any of
the above-described restrictions shall be held unenforceable by any court
of competent jurisdiction, the Independent Contractor hereby covenants,
agrees and directs such court to substitute a reasonable judicially
enforceable limitation in place of any limitation deemed unenforceable and,
the Independent Contractor hereby covenants and agrees that if so modified,
the covenants contained in this Article Four shall be as fully enforceable
as if they had been set forth herein directly by the Parties.
(b) In determining the nature of this limitation, the Independent Contractor
hereby acknowledges, covenants and agrees that it is the intent of the
Parties that a court adjudicating a dispute arising hereunder recognize
that the Parties desire that these covenants not to circumvent, disclose or
compete be imposed and maintained to the greatest extent possible.
4.5 Unauthorized Acts.
The Independent Contractor hereby covenants and agrees not do any act or
incur any obligation on behalf of Vista except as authorized by its board of
directors or by its stockholders pursuant to duly adopted stockholder action or
reasonably inferred therefrom.
Article Five
Miscellaneous
5.1 Notices.
(a) (1) All notices, demands or other communications hereunder shall be
in writing, and unless otherwise provided, shall be deemed to
have been duly given on the first business day after mailing by
registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
To the Independent Contractor:
Karyn McKnight
10020 A Main Street, Suite 177; Bellevue, Washington
98004 Telephone (425) 957-3561; Fax, (425) 641-1248;
e-mail, vistavoice@aol.com
To Vista:
Vista Vacations International, Inc.
Attention: Teri E. Nadler, President
5653 Northwest 29th Street; Margate, Florida
33063 Telephone (954) 975-0898; Fax (954) 975-8447; e-mail
terie@flinet.com; with a fax copy to
Scott B. Ugell
155 North Main Street; New City, New York 10956
Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com
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(2) In each case, copies of notices will also be provided to:
AmeriNet Group.com, Inc.
The Crystal Corporate Center;
2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail carrington@flinet.com
Attention: Michael Harris Jordan, President; and
AmeriNet Group.com, Inc.
1941 Southeast 51st Terrace; Ocala, Florida 34471
Telephone (352) 694-9182; Fax (954) 694-1325; and e-mail vanessa@atlantic.net
Attention: Vanessa H. Lindsey, Secretary;
(3) Copies of notices will also be provided to such other address or
to such other person as any Party shall designate to the other
for such purpose in the manner hereinafter set forth.
(b) (1) The Parties acknowledge that The Yankee Companies, Inc., a
Florida corporation ("Yankees") has acted as scrivener for the
Parties in this transaction and that Yankees is neither a law
firm nor an agency subject to any professional regulation or
oversight.
(2) Yankees has advised all of the Parties to retain independent
legal and accounting counsel to review this Agreement on their
behalf since it cannot provide any Party with legal advice.
(3) This Agreement shall not be interpreted more or less strictly
against any Party based on its authorship.
5.2 Amendment.
(5) No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by
the Party against which the enforcement of said modification, waiver,
amendment, discharge or change is sought.
(6) This Agreement may not be modified without the consent of a majority in
interest of Vista's and AmeriNet's stockholders.
5.3 Merger.
(a) This instrument contains all of the understandings and agreements of
the Parties with respect to the subject matter discussed herein.
(b) All prior agreements whether written or oral, are merged herein and
shall be of no force or effect.
5.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
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5.5 Severability.
If any provision or any portion of any provision of this Agreement, or the
application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be effected thereby.
5.6 Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State
of Florida but any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.
5.7 Litigation.
(a) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the
prevailing Party shall be entitled to recover its costs and expenses,
including reasonable attorneys' fees up to and including all
negotiations, trials and appeals, whether or not litigation is
initiated.
(b) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the
dispute shall, at the request of any Party, be exclusively resolved
through the following procedures:
(1) (A) First, the issue shall be submitted to mediation
before a mediation service in Broward County,
Florida, to be selected by lot from six alternatives
to be provided, two by Vista's majority stockholder,
two by Vista and two by the Independent Contractor.
(B) The mediation efforts shall be concluded within ten
business days after their initiation unless the
Parties unanimously agree to an extended mediation
period;
(2) In the event that mediation does not lead to a resolution of
the dispute then at the request of any Party, the Parties
shall submit the dispute to binding arbitration before an
arbitration service located in Broward County, Florida to be
selected by lot, from six alternatives to be provided,, two by
Vista's majority stockholder, two by Vista and two by the
Independent Contractor.
(3) (A) Expenses of mediation shall be borne by Vista, if
successful.
(B) Expenses of mediation, if unsuccessful and of
arbitration shall be borne by the Party or Parties
against whom the arbitration decision is rendered.
(C) If the terms of the arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne equally by
the Parties.
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5.8 Benefit of Agreement.
(a) This Agreement may not be assigned by the Independent Contractor without
the prior written consent of Vista.
(b) Subject to the restrictions on transferability and assignment contained
herein, the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of the Parties, their successors, assigns,
personal representative, estate, heirs and legatees.
5.9 Captions.
The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
5.10 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
5.11 Further Assurances.
The Parties hereby agree to do, execute, acknowledge and deliver or cause
to be done, executed or acknowledged or delivered and to perform all such acts
and deliver all such deeds, assignments, transfers, conveyances, powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.
5.12 Status.
(a) Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship,
lessor-lessee relationship, or principal-agent relationship.
(b) In amplification of the foregoing, the Independent Contractor shall be
responsible for providing the Independent Contractor's own office
facilities and supporting personnel and payment of all expenses
associated with provision of services and shall generally determine the
time and place for the performance of the Independent Contractor's
services under this Agreement, provided that such time and place must
be reasonable under the circumstances and acceptable to the Vista's
client involved.
(c) Consequently, throughout the term of this Agreement, the Independent
Contractor shall serve an independent contractor, as that term is
defined, without limitation, by the United States Internal Revenue
Service, and in conjunction therewith, shall be responsible for all of
the Independent Contractor's tax reporting and payment obligations.
(d) The Independent Contractor agrees not to enter into any contracts or
take other action which binds or obligates Vista and at all times to
hold itself out and conduct itself as an independent contractor of
Vista.
5.13 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for
aesthetic purposes, prepare a fully executed original version of this
Agreement, which shall be the document filed with the Securities and
Exchange Commission.
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5.14 License.
(a) This Agreement is the property of Yankees and the use hereof by the
Parties is authorized hereby solely for purposes of this transaction.
(b) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
In Witness Whereof, the Parties have executed this Agreement, effective as
of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
The Independent Contractor
- --------------------------
/s/ Karyn McKnight
- -------------------------- --------------------------
Karyn McKnight
Dated: March 12, 2000
Vista Vacations International, Inc.
a Florida corporation.
- --------------------------
__________________________ By: /s/ Teri E. Nadler
___________________________
Teri E. Nadler, President
(CORPORATE SEAL)
Attest: /s/ Alicia Torrealba
__________________________
Alicia Torrealba, Secretary
Dated: March 12, 2000
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