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					                   Sphere Communications

                                                                January, 2004




The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                         Who is Sphere Today?

                   A Significant Foundation for Building
                Next Generation of Enterprise-class Telecom



The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                 Sphere has Extensive Experience and
                     Mature Product Technology
              Developing Enterprise Telecommunications products since 1994
              Leader in IP PBX Technology, fundamental Patent Holder of VoIP PBX
              technology
              Scalable System, Offering Common Feature Set from 12-22,500 Ports
              Over 200 Customers & 200,000 Sphericall Ports Delivered to Date
              Operational Systems Installed for over 6 Years!
                                                                   Integrated Desktop,
                                                                        Presence,
                                                    Open Standards Enterprise IM,
                                                    Video Telephony Video Conf,
            Proof of      v1.0 IP PBX     VBX Gateways                   Mobility
            Concept Unified Messaging PBX Patent
                                                                    Softphone
       Founded    1st VoIP        v2.0 Multi-Site v3.0 Enterprise IP Appliances
                  Call

          1994        1995   1996   1997         1998            1999               2000   2001   2002   2003+

         Scalability:        50     100         250         500         1,000          15,000     22,500+

Sphere Communications Inc.            Confidential – See Disclosure Note Enclosed                                3
               The Sphere organization is made up of
                  significant industry experience
                 Charles Pearson     Founder & CEO Oneac, Teradyne Telecom
                                                   Teradyne Applied Systems

                 Tim Costello        COO                              Arthur Andersen

                 Tom Gallo           VP Sales                         Digital Defense, Elastic
                                                                      Networks, Nortel/Bay

                 Graeme Robinson     VP Engineering Teradyne Telecommunications

                 Todd Landry         VP Marketing                     U.S. Robotics, 3Com,
                                                                      CommWorks
                 Kyle Sauers         CFO                              Arthur Andersen, APAC

                 Kurt Jacobs         Product Mgt                      Nuclear Power Officer, US Navy

                 John Howell         Advisor                          Solomon, Great Plains
                                                                      Software

Sphere Communications Inc.         Confidential – See Disclosure Note Enclosed                         4
                    Customers in Multiple Verticals
               Engineering      Financial                      Government & Federal                  Education




                                Masters Financial




                                                                                     Hurlburt
                                                                                      Field




                Manufacturing                        Healthcare                                 Providers
Sphere Communications Inc.             Confidential – See Disclosure Note Enclosed                               5
                     Key Elements of Our Approach

                Software Based: Sphere’s Sphericall product is the only
                 solution that separates telecommunication services from the
                 hardware, delivering unique flexibility, scalability, and
                 enterprise control.
                Multimedia Integration: Voice, Video, Conferencing, Text
                 Messaging, Personal Call Logging, and more – in a Single
                 Desktop Package.
                Open & Standards based: Our solution is an open software
                 system, based on industry standards.
                Solution Choices: Broad end-point and back-office support
                 provide a range of options for the enterprise to choose from.
                Advanced Feature Set: Desktop software provides the end
                 user powerful control over their communications, enabling an
                 entirely new level of productivity.
                Investment Protection: An extremely scalable and flexible
                 architecture easily adapts to enterprise changes.

Sphere Communications Inc.        Confidential – See Disclosure Note Enclosed    6
                 The Key Elements of Next Generation
                   Enterprise Telecommunications
               ARS, Telephony areas, PSTN                                                        Extensive Call Detail Records, System
                  and control failover,                                                          Use Reporting, Network Performance
                 intelligent call routing
                                                                    Logging &
                                                 Multi-site         Reporting Traditional                   DID, Groups, Queuing, Park,
     Personal Policy-based call                    Call                          PBX                           pickup, reliability, etc.
        handling, user state                                                  Functions
       visibility, multimedia                    Handling
            capabilities
                                                                                                                    Voice, Video, Enterprise
                                     Presence                                                       Integrated          Text Messaging,
                                     Controls                                                        Desktop          UM, Conferencing,
                                                                                                                   Personal Log & Journals,
       On-the-fly Audio and                                                                                           Links with existing
       Video Conferencing                                                                                            desktop (eg. Outlook)
         Integrated at the
             desktop                                                                                  Flexible
                                  On-Demand
                                                                                                       Admin
                                  Conference
                                                                                                      Options
                                                                                                                       Secure, Local or
       PSTN & PBX connectivity,                                                                                            Remote
           Easy Number plan                       Legacy                                  Multiple                      Configuration,
         importing, SMDI links,                  Services                                 Station                        MACs and
        facsimile, ACD and Call                                                                                        Monitoring Tools
                                                Integration Emergency                     Options
            Center solutions
                                                             Services                                     Choice of IP, Analog,
                           Multilevel Precedence                                                        Wireless phones, media
                       Preemption (MLPP), number                                                       gateways, PBX integration,
                           priority, E911 mapping,                                                             and more
Sphere Communications Inc.
                                 notifications     Confidential – See Disclosure Note Enclosed                                             7
      Overview of Sphere Products




The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                             Enterprise Telecommunications
                                  Simplicity by Design



                  Standards-based Multi-Client                       Thin Telephony Network Resources
               Telecommunications Software For                          for Communications Services
              Call Control & End User Productivity                          and Legacy Gateways




               The Only True Software-based                        Multiple Options for Legacy Telecom
          implementation of a Scalable Multi-mode                     Integration and Migration to a
             Telecommunications Solution with                       Next Generation Enterprise-class
              Advanced Desktop Productivity                                      Telecom


Sphere Communications Inc.            Confidential – See Disclosure Note Enclosed                        9
                                              • Call Manager
                                                      • Scalable, Reliable VoIP Call Control
                                                      • Traditional PBX Functions
                                                      • Single Point of Management
                                                      • Multiple Emergency Services
                                                      • Multiple End-Point Support
                                                      • MGCP & SIP Support

                                              • Voice Mail
                                                      • Voice Mail
                                                      • Unified Messaging Support
                                                      • IVR and Auto Attendant
                                                      • Integration with MS Exchange




                                              •Desktop
                                                      • Softphone
                                                      • Desktop Call Logging / Journaling
                                                      • Integrated Voice & Video
                                                      • Online Phonebook
                                                      • Integrated Presence Controls
                                                      • Personal Mobile Profiles
Sphere Communications Inc.   Confidential – See Disclosure Note Enclosed                       10
                                                                 • VG3 COHub
                                                                         • 24/30 channel digital trunk gateway
                                                                         • E1 /T1 CAS, ISDN PRI
                                                                         • 10/100 Ethernet


                                                                 • VG3 PhoneHub 12 Port
                                                                         • 12 port analog station unit
                                                                         • 10/100 Ethernet


                                                                 • VG3 PhoneHub 24 Port
                                                                         • 24 port analog station units
                                                                         • 10/100 Ethernet


                                                                 • VG3 BranchHub
                                                                         • 12 port analog station unit
                                                                         • 6 analog loop start trunk interfaces
                                                                         • 10/100 Ethernet

                                                                 • VG3 MeetingHub
                                                                         • 60 person voice conference bridge
                                                                         • 10/100 Ethernet
                * Also available with ATM interface options
Sphere Communications Inc.                   Confidential – See Disclosure Note Enclosed                          11
                   The Sphere Architecture

       Enterprise-class telecom with carrier-grade quality
        that adapts to the way your people really work.



The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                 The Sphere Multi-tier Architecture
  Call Control




                          Standards-based Multi-Client
                       Telecommunications Call Control.
                      Extremely resilient & highly scalable.


                                         Enterprise Packet Networks (LAN / WAN / WiFi)




Sphere Communications Inc.                       Confidential – See Disclosure Note Enclosed   13
                  The Sphere Multi-tier Architecture
   Call Control




                          Standards-based Multi-Client
                       Telecommunications Call Control.
                      Extremely resilient & highly scalable.


                                         Enterprise Packet Networks (LAN / WAN / WiFi)
  Gateways




                                                                          Scalable, cost effective
                                                                             PhoneHubs
                                                                           Gateways for legacy
                                                                            telephony systems




                                                                                                           PSTN
                                                                                Analog     Conference   Public Telephone   Legacy
                                                                                Phones      Phones          Network         PBXs



Sphere Communications Inc.                       Confidential – See Disclosure Note Enclosed                                        14
                       The Sphere Multi-tier Architecture
   Call Control




                                  Standards-based Multi-Client
                               Telecommunications Call Control.
                              Extremely resilient & highly scalable.


                                                 Enterprise Packet Networks (LAN / WAN / WiFi)
  Gateways




                          Wireless
                                                                                  Scalable, cost effective
                                                                                     PhoneHubs
                                                                                   Gateways for legacy
                                                                                    telephony systems
  End-Points




                  Integral Voice, Video, Presence, Call Journaling, Desktop Unification for Every Desktop

                                                                                                                   PSTN
                       PDA       Mobile      Desktop     Desktop         IP             Analog     Conference   Public Telephone   Legacy
                       User       User      Soft Phone    Video        Phone            Phones      Phones          Network         PBXs



Sphere Communications Inc.                               Confidential – See Disclosure Note Enclosed                                        15
                       The Sphere Multi-tier Architecture
  Services




                              Unified Messaging,
                                  Voice Mail,
                                                                                                                          MeetingHubs
                                  Fax Mail, …
   Call Control




                                   Standards-based Multi-Client
                                Telecommunications Call Control.
                               Extremely resilient & highly scalable.


                                                   Enterprise Packet Networks (LAN / WAN / WiFi)
  Gateways




                          Wireless
                                                                                   Scalable, cost effective
                                                                                      PhoneHubs
                                                                                    Gateways for legacy
                                                                                     telephony systems
  End-Points




                  Integral Voice, Video, Presence, Call Journaling, Desktop Unification for Every Desktop

                                                                                                                    PSTN
                       PDA        Mobile      Desktop     Desktop         IP             Analog     Conference   Public Telephone   Legacy
                       User        User      Soft Phone    Video        Phone            Phones      Phones          Network         PBXs



Sphere Communications Inc.                                Confidential – See Disclosure Note Enclosed                                        16
                       The Sphere Multi-tier Architecture
  Services




                              Unified Messaging,
                                                                                Multimedia Enterprise
                                  Voice Mail,
                                                                                    Conferencing                          MeetingHubs
                                  Fax Mail, …
   Call Control




                                   Standards-based Multi-Client
                                Telecommunications Call Control.
                               Extremely resilient & highly scalable.


                                                   Enterprise Packet Networks (LAN / WAN / WiFi)
  Gateways




                          Wireless
                                                                                   Scalable, cost effective
                                                                                      PhoneHubs
                                                                                    Gateways for legacy
                                                                                     telephony systems
  End-Points




                  Integral Voice, Video, Presence, Call Journaling, Desktop Unification for Every Desktop

                                                                                                                    PSTN
                       PDA        Mobile      Desktop     Desktop         IP             Analog     Conference   Public Telephone   Legacy
                       User        User      Soft Phone    Video        Phone            Phones      Phones          Network         PBXs



Sphere Communications Inc.                                Confidential – See Disclosure Note Enclosed                                        17
                    Alliances offer Multiple Choices
  Services




                                         Enterprise Back Office Business Systems
   Call Control




                                               Enterprise Network Gateways
  Gateways




                                           End-user Communication Devices
                       Wireless Phones                                                Desktop IP Phones
  End-Points




Sphere Communications Inc.                    Confidential – See Disclosure Note Enclosed                 18
                                   A Simple Approach,
                             with Enterprise-wide Scalability




         Remote Office
    …and a User
 in a Coffee Shop!

                                                                                   Regional Office




                                                                                    Headquarters




Sphere Communications Inc.           Confidential – See Disclosure Note Enclosed                     19
         Increased User Productivity
                    with

                                                                                                           Desktop




The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                             The Sphericall Desktop
                                          An additional note
                                            about a users                           An online directory of
                                            status can be                          enterprise extensions is
                                             added here.                            available to all users.


      Users can set
    current status, or
   have it automatically
      set based on
    Outlook Calendar




                                                                                    On screen you can see
                                   Here, the user can see that                    that Kurt Jacobs is online
                                 they’ve defined how all calls                    and has phone, video, and
                               should be handled on Weekdays                            text messaging
                                  to be forwarded to a mobile                             capabilities.
                                      phone after 3 rings

Sphere Communications Inc.          Confidential – See Disclosure Note Enclosed                                21
                             The Sphericall Desktop



                                                                                  We can now see that
                                                                                  Kurt’s presence has
                                                                                moved to “In A Meeting”
                                                                               and he’s noted that he’s at
                                                                                 an “Investor Briefing”




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed                                 22
                             The Sphericall Desktop
                                                                               The message box opens
                                                                               up and a text messaging
                                                                                 session allows quick
                                                                               dialog among the parties.


                                                                                  By right-mouse-click we
                                                                                  can see options for Kurt.
                                                                                  Then we can try to send
                                                                                     him an instant text
                                                                                         message…




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed                                  23
                             The Sphericall Desktop



                                                                                      By simply double-clicking
                                                                                      a username you can dial
                                                                                       that users extension…

                               Current call status
                             information is always
                              shown in this pane.




Sphere Communications Inc.              Confidential – See Disclosure Note Enclosed                               24
                             The Sphericall Desktop




                                                                                   Users can see that user
                               By clicking with your mouse                         Jason Roberts is On the
                                you can answer a new call                          Phone along with some
                                and automatically place the                           call information…
                               current call on hold. All calls
                               and their status can be seen
                                        in this pane.




Sphere Communications Inc.           Confidential – See Disclosure Note Enclosed                             25
                             The Sphericall Desktop




                               By simply dragging the
                              two calls together a three-
                               way call is established.




Sphere Communications Inc.           Confidential – See Disclosure Note Enclosed   26
                             The Sphericall Desktop


                                                                                If users are video-enabled
                                                                               then a three-way video call
                                                                                   is automatically setup.




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed                                 27
                               The Sphericall Desktop




                         You can put the three-way
                         call on hold while taking a
                                  new call…




Sphere Communications Inc.                 Confidential – See Disclosure Note Enclosed   28
                             The Sphericall Desktop

                                                                   That call can be placed into
                                                                     a conference bridge by
                                                                      simply dragging and
                                                                    dropping the call into an
                                                                    available bridge. Status
                                                                   (Presence) can be seen on
                                                                   screen for the bridge port.




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed                      29
                             The Sphericall Desktop




                                                 By double-clicking on a
                                                  bridge port you can
                                                connect with the bridge…




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed   30
                             The Sphericall Desktop




                                   …and by dragging the
                                conference call into a bridge
                                 port you instantly create a
                                multiple person conference
                                       call On-the-fly.




Sphere Communications Inc.        Confidential – See Disclosure Note Enclosed   31
                             The Sphericall Desktop




                                                 A new call can still be
                                                 received while on the
                                                  conference bridge…




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed   32
                             The Sphericall Desktop




                                                 A new call can still be
                                                 received while on the
                                                  conference bridge…




                                       … and easily added to the
                                             bridge call.




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed   33
                             The Sphericall Desktop

                                                                               A user can view up to 4 of
                                                                               any video-enabled users.




Sphere Communications Inc.       Confidential – See Disclosure Note Enclosed                                34
                                     The Question:
                             Does video make a difference?
                                 What are people             What are people            Positive or      Impact on
                                  doing during an            doing during face           negative        quality of
                                 audio conference            to face meetings            attribute        meeting

                   Gave full           23%                            55%                   +             +22%
                   attention

               Did other work          27%                             5%                   -             +25%

               Checked/wrote           25%                             3%                   -             +23%
                   email

                    Doodled            21%                            14%                   -              +7%

                Ate something          17%                            12%                   -              +5%
               Surfed the web          13%                             1%                   -             +12%

                Played games            3%                             1%                   -              +2%


                                In a survey of 625 business professionals designed to measure attitudes and behaviors in
                                regards to various communication mediums. Source: Wainhouse Research.
Sphere Communications Inc.                Confidential – See Disclosure Note Enclosed                                      35
                 Administration Overview


                                                                                                 Administrator



The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                The Sphericall Attendant Console




                      • Sphericall Desktop provides essential attendant functions
                      • Simplicity of drag-and-drop call management
                      • Easy on-screen visibility for call presence
                      • Called party status and text messaging extends productivity


Sphere Communications Inc.            Confidential – See Disclosure Note Enclosed     37
                       Phone System Administration
                                  On-Site
                                Administration                                                  PSTN

              Call Detail Records



                  PSTN




                                                                                    Attendant  Remote
                                                                                     Console Administration




                             Attendant Console                                                SOHO’s


Sphere Communications Inc.            Confidential – See Disclosure Note Enclosed                             38
                 Software-based Trunk Type Selection
                       with Automatic Profiles




Sphere Communications Inc.   Confidential – See Disclosure Note Enclosed   39
                  Simple PSTN Interface Configuration
                     and “One-Shot” DID Mapping




Sphere Communications Inc.   Confidential – See Disclosure Note Enclosed   40
                     Flexible Automatic Route Selection
                           Optimizes Call Handling




Sphere Communications Inc.    Confidential – See Disclosure Note Enclosed   41
                      Drag & Drop Gateway Switch Over
                       for Simplified Backup Planning




Sphere Communications Inc.    Confidential – See Disclosure Note Enclosed   42
            Configure End-users into Easy to Search
                    Groups of your Choice




Sphere Communications Inc.   Confidential – See Disclosure Note Enclosed   43
                             Programmable Calling Profiles
                              provide User Class of Service




                                                                                  Sphericall Desktop
                                                                                      can Select
                                                                                   Line/Phone and
                                                                                    Apply Class of
                                                                                       Service



Sphere Communications Inc.          Confidential – See Disclosure Note Enclosed                        44
                                    Monitor Calls
                             On Any Port, from Anywhere




Sphere Communications Inc.         Confidential – See Disclosure Note Enclosed   45
                    Deploying IP Telephony
                       in your Network




The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                  Security Model for IP Telephony
                                                


                      Telephony       Administrative               Web, CRM                     Web, Mail
                     Use Controls     Access Control              Applications                 Applications



                            Telephony Servers
                                                                     Intranet
                                                                     Servers          DMZ
                                                                                                Extranet
                                                                                                Servers

                                                                                                               Internet
                                     Data Network Security                                                    Connection
                                                                                                 Access
                                                                                                 Security
                                      Core Data Network



                                                                                                  
                      Profiles control capabilities of users & phones
                      Controlled access & rights to administrative consoles
                      Isolated servers to fight against attacks
                      Leverage common network layer security (encryption)
                      Use VPN/Encryption to secure remote admin and users
Sphere Communications Inc.                       Confidential – See Disclosure Note Enclosed                               47
                                Flexible Deployment
                             Across Multiple Office Sizes
                                                                                                  PSTN




                  PSTN

                                                                                    Branch/Regional
                                                                                        Offices




                             Headquarters

                                                                                              SOHO’s


Sphere Communications Inc.            Confidential – See Disclosure Note Enclosed                        48
                                     What to look for in
                                      Next Generation
                                    Telecommunications




The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.
                     Compare Different Approaches
          Data Network Vendors             Legacy PBX Vendors                           Sphere Communications
               Integration with                 Primarily drive existing                  Clear abstraction of the
               network code requires            hardware PBXs with IP-                    enterprise voice
               carefully orchestrated           based interconnects.                      application from the data
               deployments.                     Multiple physical product                 network.
               Solution is typically            selections for different                  Pure software based
               100% hardware-based,             parts of your network –                   topology that leverages
               requiring “forklift              usually from different                    choices of best of breed
               upgrades”                        groups or acquisitions.                   servers & SANs.
               Change/Feature                   Top-to-bottom sell with                   Fully integrated desktop
               requests require long            no choices in desktop                     software that leverages
               integration cycle with           devices – primary                         new tools for a cohesive
               code that is primary             desktop sale is an                        communications.
               data routing.                    expensive telephone.                      Synchronized with a
               Typically a top-to-              Limited, if any                           variety of desktop phones
               bottom sell that offers          multimedia integration.                   for consistent journaling
               little to no choices             Complex product                           and class-of-service
               Typically an all-IP play         selection that requires                   profiling.
               with no legacy                   additional services from                  Simplified product
               migration experience or          vendor.                                   structure, not hindered by
               offering.                                                                  legacy migration and
                                                                                          hardware reuse.
Sphere Communications Inc.                Confidential – See Disclosure Note Enclosed                             50
                     Differentiation Point for Point
                                Typical Alternatives                  Sphere Communications
                                    Hardware Centric                   Software Centric
                                Proprietary Networks                   Network Agnostic
                                Broad Product Focus                    IP Telephony Focus
                   Proprietary / Closed Systems                        Open Standards Oriented System
                             Hierarchical Architecture                 Flat Architecture
                               X times N Redundancy                    N + X Redundancy
                 Complex Pricing/Components                            Simple Pricing/Components
            Forklift Changes for Deployment                            Incremental Deployment
               Their Endpoints & Applications                          Any Endpoint and Application
       Hardware Features and Capabilities                              Software Features and Capabilities
                             Fixed End to End Choice                   Best of Breed Options
                                          Costs More                   Costs Less


Sphere Communications Inc.                  Confidential – See Disclosure Note Enclosed                     51
                             Value Factors to Review
               Hard Dollar Value                                   Soft Dollar Value
              Administrative Efficiencies                       Multiple Modes of Communication
              Trunk Consolidation                               Phone Features that are Easy to Use
              Toll Bypass                                       Unified Messaging
              Audio and Video Conferencing                      Video, IM, Presence, Voice Integrated
              Maintenance and Support Cost                      into Common Experience
              Reductions                                        Incremental Deployment
              Leverage Infrastructure Investment                One size fits all sites from SOHO to HQ
              Single Wire to Desktop                            Remote and Mobile Workers
              Non-proprietary                                   Improved Customer Service
              Business Continuity                               Safety, E911
              One System, Multiple Sites                        User Centric Call Control
              Flexible and Modular                              Computer Telephony Integration (i.e.
              Scalable and Reliable                             TAPI)
              Communications and Messaging                      Each Communication Transaction is
              Low Risk of Obsolescence                          More Effective
              Costs less



Sphere Communications Inc.           Confidential – See Disclosure Note Enclosed                          52
                                                                            Key




The enclosed information and any associated electronic files are the confidential property of Sphere Communications Inc. Any distribution outside of Sphere Communications are
      intended solely for the recipient and any distribution or reuse by recipient is strictly forbidden without the express written consent of the Sphere Communications Inc.

				
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