Between the undersigned:

 On the one hand,
LES GRANDS MOULINS DU PHARE (SGMP) SA, with a capital of 6,000,000,000
CFA francs, whose registered office is located at Avenue de Bordeaux, Enceinte Portuaire
BP 711, Mole Est, Port Autonome de Pointe-Noire, Republic of Congo, registered in
RCCM de Pointe-Noire under number 17-B-204, represented by Mr. Jean-Luc MARET
acting in his capacity as General Manager, duly authorized for the purpose of the present
Hereinafter referred to as SGMP or “the Purchaser”,
 And on the other hand,
La Coopérative Bio-Agro, Agricultural and Agropastoral Operation registered
n°055/MAEP/DGA/DACC of July 11, 2016, located in Madingou Poste, Republic of
Congo, represented by Mr. Sébastien NGANGA in his capacity as President, duly
empowered for the purpose hereof,
Hereinafter referred to as “the Supplier”
Being jointly referred to as “the Parties” and individually as “the Party”,


WHEREAS the Purchaser is an agri-food company under Congolese law. It carries out
various activities and since 2020, it has been operating a corn mill with a processing capacity
of 30,000 tons of maize per annum in Pointe Noire.
WHEREAS to supply its corn processing plant, the Buyer intends to promote the
development of a maize production chain based on local producers.
WHEREAS the Supplier is an agricultural cooperative under Congolese law with ten
members. It produces various crops such as maize, soybeans and peanuts on an available area
of 885,825 m² located in Madingou in the Bouenza department. The Supplier is eager to
participate in the development of the maize sector in the Republic of Congo and wishes to
maintain a sound and long-lasting partnership with SGMP.
NOW, THEREFORE, wishing to start a commercial relationship and in order to concretize
their reciprocal commitments, the Parties have concluded the present contract (“The
Contract”) which defines the conditions and terms under which the Producer shall supply
the Purchaser with its grain maize products (“The Product”)
The purpose of this Contract is to define the contractual terms and conditions for the sale
and delivery of the grain maize products (“the Product”) by the Supplier to the Purchaser.

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This Contract is entered into for a fixed term of three (03) crop years for the Product,
consisting of two (02) production cycles, and shall be effective from the date of signature
until the end of the crop year beginning in February 2022 and ending in September 2024.
Proposal: This Contract is concluded for a fixed term of three (03) crop years for the
Product and shall be effective from the date of signature until the end of the crop year
ending in September 2024, when it shall automatically terminate.
Deliveries of the Product may commence as soon as the harvested maize meets the
specifications described in Article 5.
The Supplier undertakes to:
 To make available (outside the field) all contractual quantities meeting the criteria of
the specifications and delivery authorization of the Purchaser as defined in Article
5 of this Contract (“The Specifications”);
 And, to this end, to grow the Product in accordance with the rules governing such
cultivation and in compliance with applicable Congolese sanitary provisions;
 Adhere to the Purchaser’s Supplier Charter as set forth in Appendix 1 of this contract
and ensure compliance with it both by itself and by any person acting on its behalf and
participating in the performance of the Contract;
 To take cognizance of the Purchaser’s Code of Conduct and to respect the principles
set forth therein and to ensure that they are respected by any person acting on its behalf
and participating in the performance of this Contract;
 To store and handle the maize in clean and hygienic conditions.
The Purchaser agrees to:
 Purchase from the Supplier all the maize produced or collected by the latter and
meeting the quality requirements specified in the Specifications within the mandatory
minimum limit of the Contracted Quantity defined in Article 4;
 Purchase at the price as defined in article 6, the total quantity of maize that shall be
delivered to it by the Supplier;
 Make all payments due to the Supplier, no later than 30 days after presentation
of the invoice for deliveries to SGMP;
 Purchase the additional available quantities from the Supplier, by renewing the
contract by tacit agreement, within the limit of the needs of its factory.


The volume of maize contracted is (+/- 10%):
2021-2022 Season (October 2021 – September

Three thousand (3,000) tons

2022-2023 Season (October 2022 – September

Seven thousand (3,000) tons

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2023-2024 Season (October 2023 – September

Ten thousand (3,000) tons

It is expressly agreed between the Parties that the Product shipped by the Supplier under
this Contract shall be received by the Purchaser directly at its factory in Pointe-Noire, and
credited on behalf of COOPERATIVE BIO-AGRO after weighing and quality control.
The purchase of maize shall be made on the basis of “sound, fair and merchantable grain”
(GSLM) in accordance with the quality criteria defined in Appendix 2 to this Contract.
To avoid rejection of Product upon arrival at destination, all trucking to the Purchaser shall be
done after quality control and validation. A representative of the Purchaser, in the presence of a
representative of the Supplier, shall perform a visual inspection of the batch and take a
representative sample in accordance with the procedure described in Appendix 3. Each sample
will be divided into two: the first will be sealed and given to the Supplier to be used as a counter-
examination, if necessary, the second will be sent to the Purchaser’s laboratory for analysis. Once
analyzed, a delivery authorization will be issued to the Supplier in the form of a purchase order.
The Supplier shall make reasonable efforts to facilitate the inspection of the batch by the
A control sheet shall be drawn up after each delivery following new analyses carried
out in the laboratory according to the model in Appendix 3.
The weight of the Product purchased shall be that validated by the Purchaser’s
weighbridge. An additional weighing may be carried out at the Supplier’s weighbridge
before delivery to the Purchaser’s factory, in which case the weighing ticket will be
added to the batch control sheet.
If the Supplier fails to deliver the maize as agreed under this Agreement, the Purchaser
shall fix to the Supplier an additional period of time of reasonable length for
performance of delivery. If the Supplier fails to deliver the maize at the expiration of the
additional period, the Purchaser may declare this contract avoided defaulted and the
provisions of Article 15 of this contract shall operate.
The reference price for the purchase at the Supplier’s shipping point in Madingou Poste is
180,000 FCFA (one hundred and eighty thousand CFA francs) per ton for the duration of the
contract (three seasons) provided for in Article 2 of this Contract.
Bonuses or reductions may be applied in accordance with the rates in Appendix 4.
Payment shall be made to the Producer by the Purchaser by bank transfer upon presentation of
an invoice within thirty (30) days of receipt of the invoice by SGMP. The invoice receipt
signed and dated by SGMP shall serve as proof of deposit and the bank transfer order shall
serve as proof of payment.
If the Purchaser fails to pay the price at the agreed time, the Supplier shall fix to the Purchaser

Page 8 of 18

an additional period of time of reasonable length, for performance of payment. If the
Purchaser fails to pay the price at the expiration of the additional period, the Supplier may
declare this contract defaulted by the Purchaser, upon which Article 15 shall start operating.
The Parties undertake to maintain strict confidentiality of their agreements, including with
regard to their other partners not linked to this Contract. Should either Party fail to comply
with this provision to the extent that the other Party is harmed, it shall bear full responsibility,
including compensation for the harmed Party and/or for any damage suffered.
The Supplier undertakes not to offer, promise or grant, directly or indirectly, within the
framework of the performance of the service provided for in this Contract, any undue
advantage, whether financial or otherwise, to a Civil Servant 1 or to a third party so that this
person acts or refrains from acting in the performance of his duties or in violation of his
professional or legal obligations. The Supplier also warrants that any person, natural or legal,
acting on its behalf will comply with this obligation. The Supplier also agrees to comply
with the laws applicable to the service described in this Contract and with the principles set
forth in the Purchaser’s Code of Conduct of which it acknowledges having knowledge and to
ensure that they are complied with by any person acting on its behalf and participating in the
performance of the service.
The Supplier shall report any suspected violation by its representatives to the Purchaser with
respect to applicable laws and regulations as well as the principles contained in the
Customer’s Code of Conduct attached as Appendix 1. These suspected violations must be
reported confidentially by e-mail to one of the following ethics referents:

  • Mr. Jean-Luc MARET :
  • Ms. Marianne RACAMIER
  • Mr. Jack OBA :
    The Purchaser may, at its own expense, after having notified the Supplier by registered letter
    with acknowledgement of receipt with a minimum of one (1) months’ notice or by any other
    proven means, have an audit carried out on the services and obligations covered by this
    Contract. This option may only be exercised by the Customer once per season, unless
    expressly agreed by the Supplier.
    Any notice received at a party’s designated contact address during business hours on a business
    day operates with immediate effect whether or not it actually comes to the attention of the
    Any notice received at a party’s designated address on a non-business day or after hours on a
    business day shall be deemed to operate from start of business on the next business day unless it
    can be shown that such notice came to the attention of the addressee before then, in which case it
    will operate from the day on which it came to the attention of the addressee.

1 A civil servant is any person working for a national or international administration, a national, regional or
international public institution, or any person holding a local, regional, national or supranational elective mandate.

Page 8 of 18

Neither of the Parties shall be held responsible for the non-performance of any of its
obligations under this Contract if such performance has been suspended or rendered
impossible by the occurrence of a case of force majeure.
Force majeure shall mean any unforeseeable, irresistible event external to the Parties, which
prevents either Party from performing its obligations. The following are considered as force
majeure: war, riot or revolution, natural disasters, fire, explosions, government restrictions,
The Party invoking force majeure must inform the other Party, within twenty-four (24) hours
of the occurrence of the event, by any proven means, of its inability to perform its service and
provide justification to the latter.
The Parties shall then meet to discuss the consequences of such a situation and find acceptable
solutions in order to best comply with the terms of the Contract.
However, in the event that the event constituting force majeure exceeds a period of sixty (60)
days from the notification sent by any proven means, the Party to which the force majeure
is opposed shall have the option of unilaterally terminating this Contract without notice or
The Supplier hereby certifies that it shall conduct its business in accordance with the
provisions of Congolese law applicable to it, and in particular that:

  • it has made all the declarations and obligations – especially fiscal and social –
    necessary for the exercise of its activity
  • it is regularly affiliated and contributes to the compulsory social protection bodies
    for this activity if necessary
  • it has the civil and professional liability insurance necessary for its activity
    This contract does not establish any relationship of principal to servant or any relationship of
    subordination of employer to employee between the agents or employees of the Supplier and
    the Purchaser under this Contract.
    The Supplier shall be solely responsible for the personnel it uses to perform the Contract and
    shall be solely liable for the actions of its members before the authorities and the courts,
    notably in the event of failure to comply with applicable labor and social security legislation.

Page 8 of 18
The provisions of this Contract, together with any other materials referenced in or expressly
made part of the Agreement, express the entire agreement between the Parties with respect to
its subject matter. All correspondence and documents exchanged previously shall be
considered null and void.
This Contract shall only be validly modified by means of a written amendment signed by the
persons duly authorized by each contracting Party.
Each Party shall have the right to terminate this Contract before the expiry of the duration
provided for in Article 2 in the event of failure by the other Party to fulfil any of its
obligations, thirty (30) days after formal notice has remained without effect, sent by any
means proven by the injured Party to the defaulting Party, without prejudice to the injured
Party’s right to claim damages from the defaulting Party in respect of any prejudice it may
have suffered.
In all cases the claim for damages may include any proved additional reasonable expenses
which arise directly and naturally in the ordinary course of events from the defaulting party’s
A party who relies on a breach of this contract must take such measures as are reasonable in
the circumstances to mitigate the loss, including loss of profit, resulting from the breach. If it
fails to take such measures, the Party in breach may claim a reduction in the damages in the
amount by which the loss should have been mitigated.
The law applicable to this contract is Congolese law.
The parties agree to settle, as a priority, any dispute arising in the performance and/or
interpretation of this Contract by amicable means within two (2) months of notification by one
of the Parties to the other Party of the existence of a dispute within the meaning of this
If no amicable agreement is reached within the above-mentioned period, the dispute shall be
submitted to mediation by the Congo Mediation and Arbitration Center (CEMACO) in
Pointe-Noire. If mediation fails, the dispute shall be brought before the competent courts of
the Pointe-Noire Court of Appeal.
Unless the parties otherwise expressly agree in writing, any dispute shall be resolved in
accordance with the law of the Republic of Congo and the seat of the arbitration will be in
By signing this Contract, the Parties expressly acknowledge that they have read, understood
and agree with its terms, thereby certifying that it is not erroneous.
The Supplier shall be solely responsible for the commitments entered into within the

Page 8 of 18
framework of its contractual relations with the Purchaser.
To this end, it shall ensure strict compliance with the obligations incumbent upon it and the
terms and conditions of performance of this Contract.
As part of the monitoring of the Contract, Mr. Jean-Luc MARET, Director, may respond on
behalf of the Purchaser to any requests from the Supplier concerning the proper technical
execution of this Contract.
For the sake of transparency and organizational rigor, Mr. Sébastien NGANGA, in his
capacity as the Supplier’s Representative, shall ensure strict compliance with this provision
for active collaboration between the Contracting Parties.
The Parties agree to inform each other in good faith of the progress of the contractualization
program they have undertaken.
For the performance of the present Contract and all its consequences, the Parties elect
domicile at their registered office as indicated on page 1. Any change of registered office
shall not be binding on the other Party until eight calendar days after notification to the latter.
This Contract consists of eighteen (18) pages, including the four (4) Appendices, initialed
and signed by the Parties.
If any term or provision of this Agreement or the interpretation or application of any term or
provision is held to be unenforceable, illegal or invalid by a court or agency of competent
jurisdiction, the remainder of this Agreement and the interpretation or application of all other
terms or provisions to Persons or circumstances other than those which are unenforceable, illegal
or invalid shall not be affected thereby, and each term and provision shall be valid and be
enforced to the fullest extent permitted by law
In Witness Whereof, this Agreement is duly executed by the parties or their duly authorized
representatives as set forth below:

Done in , On 2022,

For La Coopérative Bio-

List of Appendices:

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  • Appendix 1: Buyer’s Supplier Charter
  • Appendix 2: Specifications and delivery authorizations, physical and sanitary criteria
  • Appendix 3: Sampling Procedure for Analysis and Delivery Order
  • Appendix 4: Table of rebates and bonuses

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accordance with the commitments made in February 2019, Société les Grands Moulins du Phare
(SGMP) is committed to a Sustainable Development approach through the Castel Group’s CSR
Policy, focused on social, environmental and societal issues. Within the framework of relations
with its suppliers, SGMP intends to build a quality partnership with each economic operator
working on its behalf. In this regard and in addition to the specific contractual provisions agreed
upon, each Supplier wishing to become a partner of SGMP shall mobilize the necessary means
in order to:

     Have a declared and registered structure according to the provisions in force
     Declare its personnel, provide them with the compulsory social protection to which
    they are entitled and keep all the compulsory social documents
    Respect the legal and conventional labor regulations in force and in particular
     Not to hire employees under the age of 18
     Not to resort to any form of forced labor or harassment
     Respect all applicable provisions relating to working hours, minimum wage and
    guarantee the payment of wages
     Respect trade union freedoms and the right to collective bargaining

 Support [affiliate]’s approach to waste collection and management.

     Respect the conditions of service defined in the commercial contract
     Have the appropriate material resources and a sufficient number of personnel trained
    for the nature of the service
     Ensure the safety of its workers by:

 Providing the Personal Protective Equipment (PPE) adapted to the service and
as provided for in the contract, unless otherwise stated in the contract
 Making its personnel aware of the risks generated by the service
 Ensuring compliance with the instructions given by SGMP

     Communicate all useful information and report any difficulties in the relationship without
     Accept any audit conducted by SGMP in order to verify compliance with the
    agreed upon commitments, in accordance with the contract’s stipulations
     Respect the SOMDIAA Group’s Code of Conduct and not resort to any form of corruption
     Agree to the support offered by SGMP in order to better control the conditions under
    which the service is provided.
    Done in, , on / / 20
    Signature of the Supplier/Subcontractor: for (Name and stamp of the company):

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These specifications apply to maize intended for human consumption. The provisions
specified herein apply to whole grain shelled yellow maize, preferably non-GMO
kernel maize varieties.
The purchase of the batches of maize will be done on the basis of a “healthy, fair and
merchantable grain” according to the qualitative criteria defined below.

Quality standard :

Element Dose
Specific weight Min 78.0 Kg/L
Moisture Max 14.0 %
Scalded grains Max 4.0 %
Total dockage* Max 3.0 %
Broken grains Max 4.0 %
Cracked grains Max 12.0 %
% refusal at 8 mm sieve Min 75.0 %
% passing through 8 mm sieve Max 25.0 %
GMO None

(*)2 dockage types :
 Grain dockage: grains damaged by pests, sprouted grains, grains with abnormal
coloring, grains of other cereals
 Other dockage: weed seeds (Datura, Ricin …), inert matter (dust, plant debris, etc )
spoiled grains (grayish, reddish, black or greenish)
Dockage measurement is done as follows: sampling with the batch probe according to the
sampling method in the appendix, homogenization of the sample and weighing of 5 to 10 kg
maximum with a precision scale to the gram. On a tarpaulin, winnow and separate the clean
maize and dockage and weigh them separately.

  • P E= Sample weight, PI = Dockage weight,

– Dockage rate= PI/PE x 100

In case this dockage rate is higher than the specifications, the batch is refused pending further
Varieties used:

  • LG 336
  • LG 501

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Sanitary criteria:
The control of sanitary quality is the essential condition of access to the market.
Shipment of the Product to the Purchaser can only be made after validation of the sanitary
quality on a sample of this batch by the Purchaser.
The purchasing criteria are based on the regulations in force for human consumption.
Reminder: 1000 ppb = 1 ppm = 1mg/kg
Mycotoxines Dose (ppb)

  1. Total Aflatoxins (B1, B2, G1, G2)
    Of which B1 only

< 4
< 2

  1. Deoxynivalenol < 750
  2. Zearalenone < 200
  3. Total fumonisins (B1; B2) < 1 400
  4. HT2 and T2 toxins < 200
  5. Ochratoxin A < 3
    Microbiological characteristics *:
    Element Dose
    Bacillus cereus Max. 3×10³ UFC / g
    Salmonella Absent in 25 g
    Coliforms Max. 1×10² UFC / g
    Pesticide residues *:
    For all permitted pesticides, refer to the Maximum Residue Limits (MRLs) indicated in the
    Codex Alimentarius Commission document CX/PR 03/17 of January 2003.
    Heavy metals : Element Dose (mg/Kg) Regulation Lead < 0.2 Regulation (EU) 2015/1005 Cadmium < 0.1 Regulation (EU) 488/2014 Arsenic < 0.1 – RRadioactivity :
    Element Dose (becquerels / Kg) Regulation
    Radioactivity < 150 Regulation (NI) 4529 : 2007

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Dioxins *:
Element Dose (ng / Kg) Regulation
Dioxines + Furane < 0,4 Regulation (EU) 2015/1005
*: These elements (microbiological characteristics, pesticide residues, heavy metals,
radioactivity and dioxins) cannot be analyzed by SGMP and are therefore not
systematically checked on each sample taken. Nevertheless, SGMP reserves the right to
send samples for laboratory analysis of these elements on a random basis or in case of
suspicion on a product. In this case, SGMP shall notify the Supplier as soon as possible, by
any proven means.

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Obtain a representative bulk sample of a batch of maize available for purchase using an appropriate method. On this sample, the physical quality
of the grain, water content, dockage and mycotoxin content can be measured.
Batch: An identifiable quantity of grain, delivered at one time, presented by the seller as having common characteristics such as origin, variety,
labeling. The batch may be delivered in bags or in bulk (≤ 500 t).
Elemental sample: It is a quantity of grain taken (The recommended quantity is between 100 g and 500 g per elemental sample) from one or
more points of the lot but always in identical number.
Aggregate sample: This is the aggregation of the elemental samples.
Laboratory sample: Fraction of the aggregate sample intended for the testing laboratory. Added to this sample must be systematically attached
the references of the original lot ( Batch number, name of the seller, quantity, packaging, sampling date, water content, name of the sampler, and
all other useful information such as the results of the visual and olfactory examination during sampling)
1 Batch in bags
Note: A bag is considered to be a container of less than 100 kg of grain.
1.1 Determining the number of bags to be sampled
No. of bags that make up a batch No. of bags to be sampled
≤ 10 All bags
10 to 100 10 taken at random
> 100 from the total number of bags rounded up (*)

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(*) For example: A delivery consists of 189 bags: √189 = 13.74 i.e. 14 bags to be sampled taken at random from the batch.
1.2 Sampling
Sampling is done in each bag to be sampled preferably with a hand probe.
Samples from the same bag form the elemental sample equivalent to ≥ 0.25 kg on average.
1.3 Constitution of the sample for analysis
The elemental samples (from each sampled bag) are then carefully mixed in a container (clean bucket) in order to visually judge the
homogeneity of the grain.
The mixture of these elemental samples forms the global sample. This could represent several kg (depending on the number of bags in the batch).
It is thus advisable to divide it in order to obtain the sample to be sent to the laboratory on which the analyses will be made.
The laboratory sample of about 1 kg must be highly representative of the initial global sample, it is preferable to use a grain divider.
1.4 Precautions
All these manipulations must be carried out with clean equipment and it is advisable to clean it especially between two batches. Failure to observe
these instructions could lead to alteration of the laboratory samples and have repercussions on the analytical work and in particular on the
mycotoxin content.
Elemental samples should be stored in carefully labeled kraft paper bags (plastic or airtight jar for dry samples) and kept in a refrigerated
environment for as short a time as possible before analysis.
The water content must be measured at the time of sampling.
1.5 Particularities of big-bag batches
Note: A big-bag is a bag containing more than 100 kg of grain.

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1.5.1 Taking of samples
A big-bag batch consists of a maximum of 300 units
The elemental sample consists of a minimum of two to three samples per big-bag
N0. of big-bags that make up a

No. of bags to be sampled

≤ 20 All bags
21 to 100 6% of big bags with a minimum of 20 taken at


 Use a probe suitable for vertical sampling (double tube and adequate length)
 Insert the closed probe into the handling bag until it reaches the maximum depth (bottom of the package).
 Open the probe and shake it slightly to allow the inner tube to fill.
 Gently close the probe until resistance is felt to prevent damage to the grain.
 Remove the probe and pour the sample into a clean container and check for uniformity.
 Take a second sample to make up the elemental sample.
 Combine the elemental samples and proceed as for
bagged batches.
2 Bulk batches
Samples should be taken as for big bags over the entire thickness of the batch with a double tube probe with or without a partition and of
sufficient length to allow vertical sampling.
If access from the top of the cargo is not possible, the sample must be taken at the time of unloading. (See procedure 2.2 below)

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2.1 Determination of the number of elemental samples to be taken.
2.1.1 ≤ 15 tons batches

Five elemental samples were taken vertically
through the thickness of the shipment in order to
constitute the bulk sample.

2.1.2 Batch > 15 and ≥ 30 tonsEight elemental samples were taken vertically
throughout the thickness of the shipment in order to
constitute the global sample.

2.1.3 Batch > 30 tons and < 50 tons

● ● ● ●
● ● ●
● ● ● ●

Eleven elemental samples were taken vertically
throughout the thickness of the shipment in order
to constitute the global sample.

Group the elemental samples and then proceed as for the bagged batches.

2.2 Special case of sampling during the unloading on mobile batch.

● ●

● ●
● ● ●
● ●
● ● ●

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It is carried out with a spoon during the complete transfer of the batch. An aggregate sample is taken from elemental samples taken at regular
intervals during unloading
The number of samples and the interval between two samples will vary according to the specific weight and must be more or less comparable to
the number of samples recommended by probe according to the volume of the trailer.

Example of sampling spoons (a 500
g can can be used)

Note: The constitution of the sample for analyses from a batch transported in bulk is done similarly to sampling in bags, except that the overall
sample may represent several tens of kg depending on the size of the batch to be sampled. In this case, it is all the more important to use a divider
to guarantee the representativeness of the laboratory sample.

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