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DIR: Ciro Guerra • WRI: Ciro Guerra, Jacques Toulemonde Vidal • PRO: Cristina Gallego • DOP: David Gallego • ED: Etienne Boussac • MUS: Nascuy Linares • DES: Angélica Perea • CAST: Nilbio Torres, Jan Bijvoet, Antonio Bolivar, Brionne Davis, Yauenku Migue, Nicolas Cancino, Luigi Sciamanna, Edward Mayo
With his new film, Ciro Guerra intensifies his study of nature and travel, motifs which have pervaded his work thus far. Embrace of the Serpent is essentially a road movie set in the Amazonian jungle. The script is loosely based on the travel logs written by botanists from Sweden and American decades apart, both searching for the elusive and fabled yakruna plant. The explorers seek the plant for medical and spiritual reasons respectively.
The source material forces the split structure of the narrative between Theo's (Bijvoet) journey in 1909 and Evan's (Davis) in 1940. The two stories are unified by an Amazonian shaman Karamakate, played by Nilbio Torres in 1909 and Antonio Bolivar in 1940, as he is persuaded by the two travellers to aid them in their journey. In the earlier story, Karamakate is more sceptical and reluctant to help an ailing Theo, while an older Karamakate is more at peace and philosophical in his relationship with Evan.
The aesthetic of the film is quite dreamlike, which is intensified by the crisp black and white cinematography and the unconventional intercutting between the two stories. Guerra manages to capture the vast freedom and morbid fear of going into the great unknown. The director achieves this by using contrasting imagery of nature, from the beautiful to the vile. The film's editing and the characters our travellers meet creates an almost psychedelic vibe not unlike Ben Wheatley's A Field in England (2013). Both films also share a common theme of searching for the unknown.
The film's subject matter harkens back to Francis Ford Coppola's Apocalypse Now (1979) in its depiction of a strange and reclusive cult, and the work of Werner Herzog in the overriding theme of the relationship between man and nature. Embrace of the Serpent is certainly a unique cinematic experience, however, the film's relationship with itself stops it from becoming wholly immersive, juggling between the strikingly real nature of the setting and the mythical aspects that such great untouched beauty inevitably creates.
The film has garnered critical acclaim from critics and earned Columbia its first ever Oscar nomination for Foreign Language film. While the naturalistic storytelling and imagery is fantastic on a surface level, the finer points of the narrative require a fearless and deeply inquisitive traveller to fully appreciate, something which this reviewer cannot claim to be.
Tom Crowley
124 minutes
12A (See IFCO for details)
Embrace of the Serpent is released 10th June 2016
Embrace of the Serpent – Official Website


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North Korea is continuing to develop submarine-launch ballistic missile systems, satellite imagery published Thursday suggested.
According to a report from 38 North, a program of the U.S.-Korea Institute at SAIS providing analysis of events in and around North Korea, the country is continuing work on the development of both the KN-11 submarine-launched ballistic missile, also known as the Bukkeukseong-1, and the GORAE-class experimental ballistic missile submarine.
Recent Stories in National Security
The report, citing commercial satellite imagery from the Sinpo South Shipyard, indicated that North Korea had finished work on the GORAE-class submarine.
"Unidentified work on the GORAE-class submarine during the past two months appears to have been completed. A heavy crane, engaged in that activity, has been moved to the pop-up test stand for work on the support tower," the report read.
"Construction and refurbishment continues at halls that will be capable of building submarines larger than the GORAE-class when completed."
The positioning of the tower and the test stand at the Sinpo South Shipyard captured by satellite imagery indicated that North Korea is prepared to move swiftly to conduct a pop-up test of a submarine missile when ready.
"The removable tower—moved to the test stand to support a rocket engine, missile or launch tube and then removed—has remained in place for the past two months, allowing the North to more quickly conduct a pop-up test," the report explained.
However, the developments revealed by the latest analysis of satellite imagery represent an "emerging threat" and not a "current threat," 38 North cautioned.
"Deployment of such operational systems will be an expensive, time-consuming endeavor for North Korea and there is no guarantee of success. Regardless, these programs require continual monitoring to ensure appropriate responses are in place if or when they reach fruition," the report read.
North Korea has conducted a number of submarine-launched ballistic missile tests since November 2014, some of them less successful than others. In December, the country successfully tested a KN-11 submarine-launched missile following a botched test in November.

subset: commoncrawl


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Brave & Beautiful
M/M Romance – Coming October 2017 from Carina Press
Sexy, seductive and hiding dark secrets, the Sassy Boyz return to the stage in Brave & Beautiful
There's only one relationship that matters to Tameron "Tam" Kis—his love affair with dance. Life's been pretty shitty, but dance got him through it and now he's ready to focus on what he loves. He doesn't have the bandwidth for any distractions—especially not his sexy, not-quite-straight new neighbor.
Driver Ellis doesn't need anything but his bike and the open road. He wouldn't trade his drifter lifestyle for anything…until his friend calls in a favor and Driver suddenly finds himself pet-sitting. Driver isn't thrilled being stuck in one place, though things start to look up when he sets eyes on the gorgeous girl next door.
There's just one problem… She isn't a girl at all.
All it takes is one spontaneous dance to turn both Driver's and Tam's worlds upside down. They might not have been looking for love, but as things heat up between them, it's clear life has very different plans.
This book is approximately 75,000 words
One-click with confidence. This title is part of the Carina Press Romance Promise: all the romance you're looking for with an HEA/HFN. It's a promise!
Take a peek into Brave & Beautiful with Pinterest!
Chapter One
"How long will you stick around this time?" Brandon asked as he counted the day's take from the cash register. The bills made flick-flick sounds as they hit the pile.
Driver picked up the last stool and put it upside down on the bar, without meeting his friend's gaze. He hated that question. "I don't know, Harrison is away for a month. Why?"
Every light was off except the two fluorescents overhead, but the colorful vibe of Stage Left couldn't be dimmed. Broadway posters and theatrical colors melded with the old oak and classic brass to make Stage Left the ultimate theater pub. It was the place to sing with a chorus and unwind with headliners and crew alike. Brandon worked hard to keep it that way. After chasing out the final straggler, they'd locked the doors. Without all the creative energy filling it up, the place felt too quiet.
Brandon shifted on his feet but kept his eyes on the money as he continued the tally. "Kinda nice not having to do all this shit by myself for once."
"And here I thought you missed me. All you want is slave labor."
"Slaves don't get a cut of the profits," Brandon said, pushing a small stack of bills toward him. "If you'd commit to six months I could put you on the books and even get you benefits."
Driver shuddered dramatically. "Fuck, but that sounds a lot like adulting." He picked up the money and counted his share. Close to fivehundred bucks for one night of bartending, on a weekday no less? He might have been out of the game a while, but that seemed high. He eyed Brandon. "I'm not a fucking charity case."
"You earned it, fucker. Take it and shut up."
Driver stuffed the stack of fifties into his pocket. "Thanks. And thanks for picking up the phone when I called."
"Did you think I wouldn't?"
"I haven't exactly been the greatest friend lately." Driver grabbed a discarded rag and began wiping down surfaces that had already been cleaned.
"True, you kind of suck."
"Hey!" He threw the cloth at his friend, who caught it.
"Harsh but true." Brandon tossed the damp rag back. "But, I'm a saint, so…"
"Yeah, Saint Brando, all fucking heart."
Brandon laughed. "Think I could get a plaque?"
"Seriously though, thanks." Driver had lost too many friends over the years, but the bond between him, Brandon, and Harrison ran deep like the roots of the old oak they used to climb.
"You'd do the same for me or Harrison." Brandon walked into his office to stash the rest of the cash in a wall safe, and Driver followed. "Want to crash here?"
"Nah, I gotta get back to feed Michelangelo. Plus, I stink like a beer-soaked ashtray. I'm gonna take advantage of the obscene hour and do some laundry." Driver grabbed his helmet from behind the bar.
"All right, see you tomorrow?" Hesitant.
Apprehension tightened Driver's core. This floating from couch to couch and job to job shit took its toll. And not always on him. He'd gotten used to the uncertainty—the freedom. But his friendships suffered. Those few he had left were more precious than gold.
Still, he looked into his friend's eyes and answered the way he always had before. "No promises."
Brandon sighed. "Right, can't cage the bird."
"Don't start."
Together they crossed to the front doors. "I'm just saying, some people find it comforting to have a home to come back to."
"I can't."
"You could."
Tension hunched Driver's shoulders and clenched his jaw, because he knew what Brandon would say next.
"Have you called them yet?" Brandon asked, predictable as the fucking sun.
It wasn't like he was avoiding his grandparents—much. He'd just arrived in the city that morning. He hadn't had time to call them. His silence was all the answer Brandon needed to get on his case.
"Shit, D, they're your family."
"I will."
"Sure." Like he didn't believe it. Like he knew exactly what Driver was thinking even though he couldn't. He might have been there but he hadn't lived it.
"Fuck you, I said I will."
Brandon unlocked the door and held it open. "I'll see you when I see you then."
Damn, it was cold outside. A burst of icy wind hit him in the face and he sucked in a quick breath. Driver shoved his empty hand into his jeans pocket to keep it warm. The Zippo he always carried was cold against his knuckles. He pulled it out and flicked it open. No flame sparked to life. It was long dead, but he hadn't been able to break the habit. It reminded him why he couldn't settle down, why he couldn't live a normal life.
"See you when I see you," Driver repeated.
The sharp click of the lock sounded like an exhaust backfire behind him. It was the termination of an argument they'd been having for years.
The neon billboards flashed ads and posters for the latest musical hit, casting colorful auras through the heavy fog that hung over the city. New York in early November was a special experience, early enough in the season that leaves still clung desperately to the trees, displaying their vibrant colors like badges of honor. The holidays were just around the corner and already you could feel the spirit in the air.
No doubt, somewhere not far away people were already hustling to prepare for the Macy's Thanksgiving Day Parade. But tonight, on a random street in the TheaterDistrict, there were only a few souls huddled in their winter garb wandering the sidewalks.
Guilt made his steps heavy as he walked away. It had been over two years since he'd visited.
Not that New York was home, but it was close enough. He'd grown up not far away in Connecticut. A short drive really. He could get on his bike now and be at his grandparents' house in sixty minutes. Hell, maybe less. At this hour the streets would be practically empty. A ball of anxiety coiled in his chest and he shook his head.
No, not tonight. He needed to feed Harrison's ridiculous turtle and clean up. He'd call them tomorrow.
Or the day after. By Friday, for sure.
Definitely, he'd see them before he left town.
He pushed on his helmet and swung his leg over to mount his baby, the Harley-Davidson FXR Cruiser he'd been riding since he was old enough to drive. She roared to life. Her purr settled the restlessness and unease that had tightened his muscles during his conversation with Brandon.
The open road was ahead and nothing else mattered.
* * *
Driver shrugged the old army bag full of laundry over his shoulder as the ancient fluorescent lights flickered on overhead. The building's basement laundry room was deserted, as he'd expected. And just as well maintained as the rest of the building—so, not very.
Everything looked about thirty years old, even the cobwebs.
But Harrison had said the machines worked and wouldn't rip his clothes to shreds, which was all he really needed.
It'd been weeks since he'd done a proper load and he was sick of sorting through his shirts to pick the one that stank the least. If nothing else came from this trip, at least he'd have clean threads for a while.
Out of the two washers, he chose the one that seemed least broken. And yeah, his grandmother had taught him to sort colors and whites, but what was the point when he only had a few of each? He stuffed it all in together, though he did make sure to double-check all his pockets.
After losing a few phone numbers to the evils of a spin cycle, he'd learned his lesson.
He'd definitely scored in that department tonight. Dropping the empty bag to the floor, he pulled the bundle of napkins from his pocket. Five in total. The faces and names were all jumbled together in his memory but it didn't matter. He'd pick one at random and have a couple nights of fun, then he'd move on again with nothing holding him back. Exactly how he liked it. No strings. No commitments. All pleasure, all the time.
He placed the numbers on the lid of the unused machine along with the cash, his keys, wallet, and the Zippo. Sterling silver and engraved with detailed filigree, his father's lighterhad probably been remarkable when it was new, all shiny and unique. Now it just looked old and dirty, worn down and useless.
All the things he never went anywhere without laid out like pieces on a game board. Or clues to a mystery.
The mystery of a drifter running away from his own past.
He pulled off his shirt and tossed it in with the rest of the laundry. Brandon must have really gotten in his head with all his sentimental crap. Or maybe it was being back after such a long time.
Maybe this was why he'd stayed away. Maybe some piece of him had known all this bullshit would surround him. Hell, he hadn't even been in town for a full twenty-four hours and already his stomach twisted with guilt.
Jesus. Fucking asshole Brandon.
Old resentment made unbuckling his belt jerky and he whipped it off with an angry flick. There was absolutely no sane reason to be filled with these negative emotions. He knew that. He did.
But he couldn't help it.
Twisting the old leather in his fists, he took a deep breath. No. Stop it. Fuck this fucking spiral. He wouldn't be tumbling down it again. His shoulders relaxed, he dropped the belt with the rest of his stuff and unsnapped his jeans. They were around his knees when he heard a soft gasp come from the doorway behind him.
The sound startled him so much he twisted to look without letting go of his pants. The resulting tangle landed him on his ass, staring up at a stunning woman with long blond hair and beautiful wide eyes.
"Are you okay?"
They spoke at the same time. Her voice was like honey, thick and syrupy. It oozed over his senses.
"Only thing bruised is my ego," Driver answered. Actually, his ass was throbbing like a motherfucker. The ground was solid cement. At the moment though, he was too focused on the newcomer to care.
What a view. He'd always been a sucker for big eyes and long hair. Okay, she was shorter than he preferred but her legs looked amazingly fit in those teeny-tiny jean shorts. Maybe not the curviest on top from what he could see under the oversized T-shirt that hung off her in enthralling folds, but he was an ass man anyway. Her cheeks were rosy and her lips shone like she'd licked them recently. Sexy, for sure, in an innocent kind of way that made Driver imagine sneaking out of the house to makeout and getting laid in the backseat of his grandparents' Lincoln. Yep, he might just lose all those numbers and have a little fun with the girl next door instead.
It'd been a long time since his heart beat this fast at the idea of hooking up.
As he stood, her gaze wandered over his bare chest and arms, then lower to his boxer briefs and thighs. He flexed, he'd admit it. He wasn't shy and liked to show off. Except it wasn't exactly desire on her face. No. He knew desire. This was something else, more like curiosity mixed with wonder, as if she were wrestling with something she didn't quite understand. Strange as it was, her inspection filled him with heat he couldn't deny.
"Didn't mean to shock you." Driver covered his junk, mostly because he'd started to get a stiffy and didn't want to shock her. Then he gave his best self-effacing laugh to put her at ease.
She didn't even smile.
"Oh." Snapping out of her perusal, she furrowed her brow. "I guess I can come back later." She turned to leave.
Damn. That move always worked. "No, um. It's okay. You don't need to go on my account." He kicked off his pants, tempted to chase after her like a crazy person. "I'm not self-conscious."
She paused in the doorway but didn't turn. So fucking strange, but he felt like something important hung in the balance.
Driver held his breath.
* * *
Tam clenched his teeth and tightened his grip on the basket at his hip, annoyance stealing the calm he'd maintained all day. He'd just wanted to do his laundry in peace, was that too much to ask? He looked over his shoulder.
The stranger invading the quiet stillness of the building's basement laundry room was everything Tam went out of his way to avoid. Everything about him was rough, from the five o'clock shadow to the tattoos that colored his skin in a kaleidoscope of artwork. Except his voice, which was smooth as silk and he knew it. Arrogant as all hell, standing there in his tight boxerbriefs like it was no big deal. And, worst of all, he'd looked Tam over with interest.
His friends might think him naive, but Tam knew what lust looked like. He couldn't do what he'd doneand not know.
He debated his choices for as long as it took for the challenge in the stranger's eyes to get under his skin.
He could either wait until tomorrow night to wash his clothes, which would throw him off schedule and might be a problem because he was down to his old ratty briefs, or face the issue head-on.
Ugh, he hated getting off schedule. And it wasn't like he couldn't defend himself if necessary. His best friend, Ansel, the unofficial leader of the Sassy Boyz, had taught him self-defense years ago.
Grinding his teeth, Tam crossed the threshold, and the guy smirked liked he'd won. Tam, never one for violence, had the sudden urge to punch this stranger right in the mouth.
But, damn. He'd walked right into it, hadn't he? Tam glared, which only made that irritating smile grow.
Focus on the task and get the hell out of here.
Tam dropped the basket to the floor. "Would you mind?" He waved a hand at the random crap that littered the top of the second machine.
"Sorry." In short order, the items were stuffed into the army-green duffel on the floor. "I didn't expect anyone else to be down here this late. It's not like I have some kinky fetish to corner strangers in my skivvies. I promise."
Tam ignored him.
"It's just that this is the first time I've had a chance to wash my clothes in a couple of weeks and I wasn't sure when I'd get another opportunity, so I figured I'd take advantage, you know?"
Tam didn't. He had a plan that had carried him through his stay at Prism Center and now to his very first apartment. It had taken some adjustment, but his routine had settled into a simple schedule that allowed him to avoid his neighbors, most of the time, and still keep his belongings clean. It was the only way. He'd never go a whole week without doing laundry.
Yeah, his plan also meant he was washing his intimates tonight. Had to be, right?It couldn't have been towel day? Tam pinched his lips together and did his best to hide each strip of silk and lace as he loaded the machine.
No such luck.
The stranger tilted forward to get a peek. "Cute panties."
Deep breath in. Deep breath out.
His fist tightened on the scrap of fabric in his hand and he focused a steady stare at the guy. "Do I look like I care what you think?" Nice, he'd sounded way more confident than he felt. His voice hadn't even shaken.
The guy straightened. "You're right, that was out of line. Sorry."
The sincere apology threw Tam. "Uh, okay." His gaze caught on the stranger's wide leather wristband. It looked worn and beloved as if he wore it every day. Soft. Supple.
"Seriously, I'm not usually such an ass. Yet here I am practically naked in the middle of the night."
"It's okay." Man, why'd it suddenly get so hot? Tam fanned his shirt but it didn't help.
"I freaked you out."
"I wasn't freaked." More like embarrassed. The only people who saw his underwear were the boys and even then he usually kept his more itty-bitty lacy options to himself.
The stranger continued like Tam hadn't replied. "Because who wouldn't be nervous when a naked stranger corners them in the basement? I'm such a dick."
"I'm not nervous." Not exactly a lie, he was annoyed that his routine had been interrupted, not scared. He knew a number of ways to protect himself. But still…
"I mean, you're half my size and here I am commenting on your adorable panties? Total douchebag move."
Tam couldn't help it, he laughed. It was loud in the quiet hollowness of the basement. "Calm down, it's not the end of the world. Apology accepted."
The corner of the stranger's mouth tipped up and snared all of Tam's focus. "Yeah?"
Breath caught, Tam nodded. Why hadn't he noticed before how full those lips were? Or how stormy his eyes were? Or the thickness of his brown hair at the top, so full Tam suddenly wanted to feel how soft it was. Shit.
"Sure." Tam tore his gaze away and stared into the machine as his stomach fluttered. No, hell, this wasn't butterflies or anything weak like that. It was as if a whole herd of wild antelope were stampeding through his insides. Not at all enjoyable.
He finished loading his laundry in silence. As he was adding the soap, the stranger spoke again."So, I'm a bartender. What's your excuse for late-night laundry duty?"
Tam had to bite his lip to stop the answer from spilling out unedited. Details he hadn't noticed before were suddenly his center of attention. The bright yellow light played over the guy's muscles, making them glow like painted marble. His sculpted pelvic bone seemed so hard where it disappeared into tight black briefs. Tam's mouth went dry.
What. The. Hell?
He closed his eyes and shook his head. Nope. Not going to happen. He started his machine with a shaky hand.
"Habit," he said.
Those full lips twisted wryly. "Right. Sorry to push."
Tam picked up his basket. Against his better judgment he added, "I…I've done it this way for years. No matter where you go, the machines always seem to be free at this hour. I used to dance and tend to get home really late. I'm usually too wired afterward to sleep right away, so I clean instead." He didn't know why he'd elaborated, except that he hadn't liked the disappointment in the stranger's gray-blue eyes.
"You dance, like, a stripper?" He studied Tam a moment and then his nostrils flared. "Jesus."
There was that interest again. Only this time, warmth spread through Tam and his pulse began to race.
"Now that's something I'd pay to see," the stranger said.
Never gonna happen. "Not a stripper. And anyway, I said used to. Remember?" Unless he could work a miracle and find the Sassy Boyz a new home. He crossed to the doorway. The reminder of their current lack of options soured his mood even further. It had been another crap day auditioning for assholes who hadn't appreciated their uniqueness and talent. Another day of failure.
"Hey? Um, how long does a load usually take?"
"About an hour." He headed out, ready for the day to be over.
Tam stopped, heart thundering, palms sweaty. He squeezed his eyes shut and fought the tempest, but it didn't feel like an oncoming panic attack and his usual relaxation mantra wasn't working.
"I, uh, I didn't get your name."
Tam turned. "What?"
"I'm Driver." The stranger held out his hand. "I'm a bartender-slash-construction worker-slash-freelance photographer. I've been to every state at least twice. I like cookies and sunsets and dogs."
Tam stared at the outstretched hand like it might bite him. Even from here he could see it was rough with calluses and littered with scars.
"Tam." He slipped his smaller hand into Driver's and ignored the heat that crawled up his spine. "I'm a dancer-slash-choreographer. I don't travel, but I like cookies and sunsets and dogs too."
"I promise I'm not a psycho. I'm turtle-sitting for my friend Harrison Givens. He's on the third floor, Apartment 33. Do you know him?"
Apartment 33. Right across the fucking hall. Of course he was. Tam pulled his hand away. "I believe you and no, I don't."
"Which apartment is yours? Just in case I need to borrow a cup of sugar."
There was no way out of that direct question. "32," Tam said. The surprise that widened Driver's gray-blue eyes transformed some of Tam's agitation into amusement. "Freaky coincidence, isn't it?"
"Or lucky."
Right, luck. Tam's terrible luck. Still, his curiosity got to him—sometimes he was too nosy for his own good. "Is turtle-sitting really a thing?"
Driver pushed the flop of hair off his forehead, making his biceps bunch and flex and the bright swirls of the tattoo dance. Tam blinked away. God, what was with him tonight?
"It's Harrison's way of being generous without making me feel like a mooch," Driver said. "I needed a place to crash and he just happened to be traveling for work. I know nothing about reptiles unless they're teenage mutant ninjas."
Tam smiled at the reference. "What's its name?"
"Michel-fucking-angelo. I'm not even kidding. He literally does nothing all day."
"When you're watching. I bet he's practicing his nunchuck skills while you're away."
"Maybe I should set up a spy-cam just to make sure." He winked and Tam's belly quivered. Christ. Was he going insane? "So, Tam? Is that short for Tammy?"
Oh. Right. There it was. The bucket of cold water that shut his strange attraction down.
Driver looked at him and saw a girl.
Weird disappointment curdled Tam's stomach and he pressed his fingernails into his palm. "Don't wait too long to get your clothes or you might find them on the floor." He walked away as fast as he could on shaky legs.


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Diagnostics Devices
Diagnostic Devices
Diagnostic equipment help doctors identify and measure the cause of symptoms related to a patient's medical condition. Examples of medical devices are – MRI, X-Ray, Stethoscope, Blood Pressure Monitor, etc. Once the diagnosis is complete, doctors can come up with a treatment plan.
Diagnostic tools are found in outpatient departments, emergency rooms, ICU, clinics, etc. Most common diagnostic tools are –
- Stethoscope – they are arguably the oldest and most recognized diagnostic devices. They are at their core, used to listen to heartbeats, lung movement, and blood flow. They help diagnose, heart diseases, arrhythmia, bronchitis, pneumonia and heart palpitations.
- Sphygmomanometer – are commonly known as Blood Pressure Monitors. Blood Pressure helps in determining the overall health of a patient. BP Monitors help in diagnosing – high or low BP, hypotension, etc. A high BP is linked to several diseases, most common being heart problems.
- Otoscope – it is a handheld device which helps the physician see in the ear of the patient. It helps the doctor diagnose – Infection, Tinnitus, Swimmer's Ear, etc.
- ECG – it helps in measuring the electrical activity of the heart. It is a very vital instrument in cardiac care.
You can find all kinds of high-quality diagnostic tools at Medikabazaar. Browse through our product and listing and buy instruments which suit your diagnostic need.


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I have a large lists of posts that I should be writing right now, but I wanted to share an experience we had yesterday instead.
Lil' Pea has been sick for nearly a week. She has the horrible cough, chest congestion and everything in between. As a mother, I do my best to monitor the situation on my own and nurse her back to health in hopes that she becomes better. However, this time her condition just kept worsening. She was coughing uncontrollably and she was having a hard time breathing. So I called my doctor office, Dr. William F. Dinicola, and was told that there were no appointments, then turned away. The doctor was not on premise, however the PA was and was seeing patients. So the next day (Friday) I called again in an attempt to get her in to see the PA…again turned away! I was told that they were no longer seeing patients! It's Friday now and they want me to go to the pedi-center. Now let me just fill you in that the pedi-center is an emergency room of sorts and with emergency rooms comes many, many sick children, a 5+ hour wait and $150 co-pay rather than a $35 copay!
So I decided to be proactive and just head down to the doctors office. I figured if they could see how sick she was that they would certainly slip her in real quick. After all, we interviewed doctors 5 years ago when Big Pea was born and have loyally went to this doctor for the last five years. That should get us some kind of bonus points, right? WRONG!
I walked in the doctor's office at 4pm. The office was empty! Not a single soul in sight and they were still open for an hour. So I thought…hmmmm, perhaps they had some cancelations…YAY! So I explained our situation, who I was, etc. I was told that I did not have an appointment and that I would NOT be seen! Not only was I told this, but I was told this by a woman with a very scrunched face who was ready to put her dukes up and fight! So I responded "your doctors office is empty, you still have an hour left before you close and I clearly have a very sick child, for goodness sake have mercy on our souls"! Again, I was turned away and told that I would NOT be seen! So I very kindly said" I'm going to sit here until my child is seen"! We pay alot of money for insurance and I have dumped thousands and thousands of dollars into this office for the last five years and now I need you! I kindly stated that I would wait until they were done with their paperwork or whatever it was that they were doing that was so much more important than my child, and then we would slip in and slip out.
I was not prepared for what happened next! THEY CALLED SECURITY! So picture it…Here I am with a sick two year old in one arm, a five year old in the other, I want to see a doctor and I feel like I'm trying to see the pope, and then I get security called on me! Can you imagine? I obviously left before security came as I don't think it would be appropriate for my children to see a situation played out like that. My ultimate goal is to protect them and keep them safe and I don't think that situation would have been conducive to my goal!
We had no other option but to head over to the pedi-center, while my doctor's office was still open for business and empty, mind you. My husband waited at the pedi-center for hours, while I kept Lil' Pea home and then called us over when it was our turn. Turns out she has Bronchitis and they think she may be developing asthma. She was given a large concoction of cocktails including a mask with albuterol.
I'm sharing this story today because the large majority of you who come here are parents and I want to stress the importance of finding the right pediatrician for your children! For parents, when a child is sick, the world stops and you would think that pediatricians, being in the field they are in, would understand this! Not all do! Not only do I believe that you should interview your pediatrician but you should speak with the office staff. The office staff is a big part of who you are going to deal with when you visit your child's doctor and if they are unpleasant, then you should move on! We have known for years that our doctor's office staff was crap, but we stayed because we loved the doctor so much. It seems that when the cat is away, the mice will play!
On top of the pediatrician and office staff, your also going to want to check out the nurses. Some are delicate and some are not so delicate. It's important for little ones that they are met with a welcoming environment and that they are not afraid of anyone. The doctor's office can be a scary place for kids and there needs to be cheery people jumping up and down because they are SO excited that your children are there!
Yes, these magical places do exist, you just have to do your homework and if you do, I promise that security will not become involved!


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wparser – PhantomJS based website parser
At the moment, I'm working on final exam and my topic is called "Modeling relation between technical parameters of web page design and its aesthetics".
For one part of that project, I've needed a parser which will automatically pull some data from received list of urls. For this purpose, I've wrote PhantomJS based website parser called simply wparser. I've published that parser on Github since I thought that someone else can also find it useful and that maybe I can also get some experience from the community.
Anyway, feel free to go check it, report me about bugs, send me pull requests, give me some tips or whatever else you want.
World `countries` – database table for MySQL
So today, I was buzzing around and searching for a `countries` table script that I could use in MySQL database. As you can imagine, it wouldn't make any sense to add all world countries into database table one-by-one.
I've found few interesting things around there, but all of those solutions were not flexible and were created for individual projects – and when I say that, I mean that some of those tables have only two columns (like country code and country name), some of those have 3 columns, and some of those have bunch of columns (that are probably not useful to many developers).
Anyway, after checking some of those solutions I came to idea that I could make something on my own – something that will be flexible and customizable. And the result was GetCountries "program" where you can select which columns do you want, click "Get it!" and the program will fetch "fresh" results from Geonames API and will generate you a SQL script. After that you can copy/paste that script and eventually change column names.
Hope someone will find that useful.
GetCountries program | code @Github
Related articles
- Handy PHP and MySQL Queries for Developers (dzone.com)
- Trying to translate a MySQL query into a PHP query (stackoverflow.com)
- MySQL ordering results by specific field values (techtalk.virendrachandak.com)
- Open Source Wars (arnoldit.com)


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March 21 to April 19
Aries are in tune with their element Fire. They are very passionate with strong personalities. Aries women make bold fashion choices and love statement pieces. Go big or go home with an Aries when it comes to the engagement ring. That being said, not everyone can afford a big diamond. Talented designers (look up the ones part of the Engagement 101 Network in our gallery) can help you achieve a big look for your gal with a spectacular setting, even with a modest center stone. Here are my top choices for Aries.
Not an Aries?
Taurus Engagement Rings >>
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Cancer Engagement Rings >>
Leo Engagement Rings >>
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Capricorn Engagement Rings >>
Aquarius Engagement Rings >>
Pisces Engagement Rings>>
This is a great example of a very intricate, bold and romantic setting by Supreme Jewelry that can accommodate a reasonably sized center diamond.
Here we have definitely a splurge with a big and very juicy pear set in rose gold. I love the double width of pave diamonds on the band. It makes the ring look bolder and stronger than the classic dainty band you see in most pear engagement ring settings. Ring and diamond by Rahaminov .
Whatever your budget, Henri Daussi should be your resource for cushion cut engagement rings. They have the best selection of cushion cut diamonds from very affordable to sky-is-the-limit prices. A halo setting such as this one will always make the center diamond look larger, whichever carat weight you pick.
This engagement ring by Danhov combines two hot trends, an oval diamond center set in popular rose gold. It's a great pick for your girl on fire, strong yet feminine and so lovely.
Here is a beautiful and clever design by L'Amour Crisscut. The center diamond is cut in a way that makes it look larger by about 40% than classic emerald or radiant cuts. Your girl probably wants a large diamond so here is a way to make it work within your budget.
This one of a kind ring by Claude Thibaudeau is definitely hot and spectacular. I love the fit of the shank and the way the 2 diamonds on top are displayed. It's so cool!
I picked as a final option that would be perfect for a bold and unconventional Aries, a statement ring by Beverly K with onyx and sapphire accents.
Astrology birthstones are not official birthstones. To check out if birthstone engagement ring click here.


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Volunteer in Costa Rica with Projects Abroad and help a community in need, or help protect the environment. You'll get to immerse in a rich, diverse culture by living and working in central America.
We offer different types of volunteer opportunities in Costa Rica, so you can choose something that you're passionate about. You can work in childhood development, teach English, or help conserve wildlife.
Our volunteer opportunities in Costa Rica are based in either Heredia or Barra Honda National Park. In both locations, our local staff will be available 24/7 to help with anything you need.
More than 25% of Costa Rica's land is protected in national parks, so it's a nature lover's paradise. It has everything from volcanoes to tropical rainforests, and amazing waterfalls to beautiful sandy beaches. This small country is also famous for its biodiversity and diverse wildlife.
Projects available in Costa Rica
1-8 of 8 Projects
From $3,295 CAD
Birds, Butterflies and Bats Conservation in Costa RicaSee this project
Live in Costa Rica's dense tropical dry forest and work on the frontlines of conservation
- Completely flexible dates
- Anyone aged 16 or over can join
- From 1 week
From $2,745 CAD
Volunteer with Children in Costa RicaSee this project
Live in central America and prepare children for school by teaching important early childhood development skills
- Completely flexible dates
- Anyone aged 16 or over can join
- From 1 week
From $1,695 CAD
Early Childhood Development in Costa Rica for Spring BreakSee this project
Team up with a group of volunteers in Costa Rica to facilitate fun, educational activities with children in need
- Fixed dates during spring break
- Anyone aged 18 or over can join
- From 1 week
From $4,295 CAD
Conservation Service Learning in Costa Rica for Middle School StudentsSee this project
Live in the Costa Rican tropical dry forest and work with other middle school students on important conservation work
- Fixed dates during school break
- This project is only for 12-15 year olds
- From 2 weeks
From $3,745 CAD
Conservation Volunteering in Costa Rica for TeenagersSee this project
Team up with high school students from around the world to protect the majestic wildlife of Costa Rica
- Fixed dates during school break
- This project is only for 15-18 year olds
- From 2 weeks
From $2,095 CAD
Study Spanish in Costa RicaSee this project
Learn Spanish with a qualified teacher and practice your skills while experiencing life in Costa Rica
- Completely flexible dates
- Anyone aged 16 or over can join
- From 1 week
From $2,865 CAD
Volunteer Teaching English in Costa RicaSee this project
Improve the English language skills of primary school students and inspire local teachers with new teaching techniques
- Completely flexible dates
- Anyone aged 18 or over can join
- From 2 weeks
From $2,865 CAD
Volunteer as a Sports Coach in Costa RicaSee this project
Work at a disadvantaged school in Costa Rica to promote health and well-being through sports
- Completely flexible dates
- Anyone aged 16 or over can join
- From 2 weeks
Can't find what you're looking for?
We have the expertise and staff on the ground to create a custom project for you, or simply help you find the best option.
Speak to one of our Costa Rica experts on:
or email:
to start planning your project
Where we are based in Costa Rica
We're based in either Heredia or Barra Honda National Park. We have dedicated full-time staff in both locations, so you'll have plenty of support no matter where you're based.
Most of our projects are based here. The city is located in the heart of Costa Rica's coffee-growing country. It has a large student population with an active cultural and social scene. It is close to the capital city of San Jose.
You can easily visit the impressive Poas and Irazu volcanoes on a day-trip from Heredia. There are many other popular tourist destinations as well, like Arenal volcano and Monteverde cloud forest. These are just a bus ride away.
Barra Honda
Our Conservation Project in Costa Rica is based in Barra Honda National Park. You'll live and work at the wildlife reserve, which is about a 25-minute drive from the nearest town.
This location is perfect for nature lovers who want to take a break from a busy life. There will be plenty of free time to explore and have fun. Go on scenic hikes through lush forests, or play board games with your fellow volunteers. If you're more adventurous, the network of underground caves and caverns is a must.
Similar Destinations
Volunteer in Latin America and the Caribbean and support local people while exploring local cultures


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Originally published in Eastern Maine Health System's Total Health Newsletter, "Ask the Wellness Expert," May 2016
I know what your thinking, "Who thought that throwing heavy weights around was a good idea in the first place?"
Turns out the ancient Greeks did, and the Russians later developed it into an art form. In the late 1800's Russian Dr. Vladislav Kraevsky, the founder of heavy lifting, extensively traveled Europe gathering information about sports conditioning. In 1885 he opened a weight training hall, and weightlifting as we know it today was born. The sport of Kettlebell, also called Girevoy Sport, became a major part of the new curriculum with special attention given to muscle loading, form and breathing. By 1974 the National Sports Federation deemed it the ethnic sport of Russia in, and in 1985 the first Kettlebell National Championship was held in Russia.
So in other words, a whole lot of people thought kettlebells were a good idea.
Still skeptical? Research shows that this trend has amazing benefits as long as it is done safely. A study in Denmark found that kettlebell training decreases back, neck and shoulder pain as a result of its amazing ability to train the core and upper body.
It's a big calorie burner too. The American Council of Exercise conducted a study and found that about 400kcal are burned in a 20min kettlebell session. Furthermore, most experts consider kettlebells to be a form of functional fitness. Functional fitness is the kind of workout that specifically targets muscles you use doing everyday activities such as grocery shopping, squatting, reaching for the top shelf, etc. Unique to kettlebell is its use of momentum, which most forms of fitness try to avoid. Momentum in movement is part of life, and the whole point of kettlebell is to teach you to control this momentum. The result is that this effectively trains some of your smaller stabilizing muscles and also your bigger powerhouse muscles, the ones that you need to lift your children or carry in the firewood.
All that said, I HIGHLY recommend taking a session or two from a trainer before you venture out on your own. Proper form is critical and there are some individuals, such as those with chronic shoulder or back injuries, that kettlebells are simply contraindicated for. Once you've met with a trainer, see the bottom of this article for a couple fun kettle bell workouts from Shape Magazine and Men's Fitness.
Speaking of safety, here are some tips on how to remain safe while using kettle bells (adapted from KettebellScience.com)
- Lead from your hips to protect your back and knees. When you bend down fold at your hip crease (where your thighs meet your pelvis). When you stand back up, push the floor away using your glutes and hamstrings, hips first.
- Keep a nice long spine. Don't slouch.
- Keep your abdomen engaged. Find your internal corset, or transverse abdominous, by drawing back your navel to your spine.
- Keep your arms loose, not locked out.
- As your arms swing down (as in the classic kettlebell swing), let the arms almost hit you in the groin. On the way up swing up and strongly pull the shoulders back, as if you were starting a lawnmower.
- Keep your shoulders in the sockets. The biggest risk of kettlebells is shoulder damage, so proper shoulder alignment is important, don't let your arms get away from you and imagine hugging the bones into the socket.
- Don't hurt your wrists. Place your hand so far inside the handle that the weight is on the heel of the palm. The kettlebell will try to hyperextend your wrists if you let it.
- Keep the elbows straight.


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Monthly Archives: December 2013
California Outdoor News – New Tagging Requirements for California Sturgeon Anglers
California sturgeon anglers will see a small change to sturgeon tags issued beginning Jan. 1, 2014. Sturgeon anglers have been required to tag all retained legal sized sturgeon for many years. In the past, the date, location and length of the fish caught were recorded on each tag. Now, in addition to legibly and permanently writing the date, time, location and length, the new tags require the angler to physically punch out the date and month printed on each tag.
The bag limit for sturgeon remains at one per day and up to three sturgeon per year. Failure to attach a properly filled out tag to a retained sturgeon is a misdemeanor violation. The California Fish and Game Commission passed the regulation change on Oct. 2, 2013. Changes were approved by the Office of Administrative Law then filed with the Secretary of State on Dec. 23, 2013
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ODFW News – Waterfowl hunting at Flight's End property on Sauvie Island opens Jan. 1, 2014
Waterfowl hunters will have a new area to hunt as of Jan. 1, 2014, when the 100-acre former duck hunting club Flight's End on Sauvie Island opens to hunting.
ODFW acquired the property in September 2013 through the ODFW Willamette Wildlife Mitigation Program and it became part of the Sauvie Island Wildlife Area. The acquisition was funded by the Bonneville Power Administration as part of its agreement to settle federal wildlife habitat mitigation obligations in the Willamette Valley.
Flight's End will be managed through Sauvie Island's Westside Hunt Area. Three groups of hunters (maximum party size four) will be allowed in to hunt at one time. The area will be a "roam unit" with no designated shooting areas or blinds.
Flight's End is 1.5 miles from a parking area and accessible by foot, but the easiest access is by boat via the Gilbert River Boat Ramp and Crane Slough off the Multnomah Channel.
Only those with a valid daily hunting permit may enter Flight's End or other Westside hunting units until April 14. But wildlife viewers, hikers and others are welcome from April 16 through Sept. 30 every year.
The Flight's End property also offers important conservation benefits for fish and wildlife, and a management and restoration planning is currently underway for the property. Partners in the restoration will include the Bonneville Power Administration, the U.S. Fish and Wildlife Service, ODFW and others.
The property is bordered by Multnomah Channel to the west, which is a priority habitat for restoration of ESA-listed salmonid species chinook and coho salmon and steelhead. Crane Slough, bordering Flight's End eastside, provides important habitat for birds including bald eagles, great blue herons, great egrets and osprey. Oregon Conservation Strategy priority species including the Northern red-legged frog and willow flycatcher are also found on Flights End.
"Flight's End's location allowed ODFW to easily incorporate the site into Sauvie Island Wildlife Area for efficient long-term management and conservation of fish and wildlife," said Mark Nebeker, Wildlife Area manager.
For more information on the Willamette Wildlife Mitigation Program, visit ODFW's website, http://www.dfw.state.or.us/wildlife/willamette_wmp/index.asp
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My First Pioneer License
Almost as an after thought, I decided to visit Charleston and get the paperwork started for my pioneer license for which I became eligible this year. The pioneer license is a free combination hunting/fishing license available to outdoor receationists who are at least 65 years of age and currently reside in Oregon and have resided in Oregon for 50 or more years.
I thought I would be waiting for weeks, if not months, to actually receive the license, but very surprised to have the license handed to me less than 15 minutes after I first asked for it.
When, out of curiosity, I looked myself up on the ODFW licensing machine where I work (at the Stockade Market in Winchester Bay), I was pleasantly surprised to find out that I had also received a free Columbia River Endorsement – a bonus that saved me at least $9.75. Since the pioneer license is a combination license covering both fishing and hunting, I also got a free parking pass that will save me the $7.00 parking fee when visiting an increasing number wildlife refuges and management areas around Oregon. The parking permit is free to people who obtain hunting licenses, but costs others, including fishermen, $7.00 per year.
All in all, it seems that growing old in Oregon is not so bad.
I was very happy to hear that some of our local commercial crabbers made some good catches to start out the commercial season. The early reports out of Brookings, last year's top Oregon crabbing port, were very disappointing.
Hunters are required to report on every deer, elk, cougar, bear, pronghorn and turkey tag purchased. Hunters who fail to report their 2013 deer and elk tags by the deadline (Jan. 31, 2014 for most hunts) will have to pay a $25 penalty fee to purchase a 2015 hunting license. Report online or call 1-866-947-ODFW (6339).
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ODFW News – More Info On Columbia River Endorsement
At its October 2013 meeting the Oregon Fish and Wildlife Commission established a Columbia River Basin Endorsement required to be paid by anglers fishing for salmon, steelhead and sturgeon in rivers and tributaries draining into the Columbia River. Provided below are details of the endorsement and the proposed costs.
Required for salmon, steelhead or sturgeon fishing on all rivers and tributaries in the Columbia River Basin.
Cost is $9.75 for an annual endorsement or $1 per day for a daily licenses.
The endorsement helps fund the transition of non-tribal commercial gill nets out of the mainstem Columbia River into enhanced off-channel areas, freeing up additional salmon and steelhead for sport fishing.
No angler dollars are planned for commercial buyouts, purchase of alternative gear, or other reimbursements to commercial fishermen.
When, where and how much
Beginning Jan. 1, 2014, all anglers fishing for salmon, steelhead or sturgeon (catch-and-release and retention) in the Columbia River Basin will be required to purchase a Columbia River Basin endorsement.
The endorsement will be in addition to a fishing license and Combined Angling Tag. The cost is $9.75 a year when purchased with an annual fishing license, or $9.75 plus a $2 agent fee when purchased separately. The cost is $1 per day for daily fishing licenses.
The endorsement is required on all rivers and tributaries in Oregon that ultimately empty into the Columbia River. This includes:
Columbia and Snake rivers,
All rivers and tributaries in the Willamette, Central and Northeast zones (as described in the Oregon Sportfishing Regulations booklet), and
Those rivers in the northern section of the Northwest Zone that drain into the Columbia River.
See map and list of some the major rivers and tributaries below.
The endorsement may be purchased wherever fishing licenses are sold, including ODFW offices that sell licenses, authorized license dealers and on the ODFW website. It will go on sale beginning Dec. 1, 2013.
Anglers with a resident disabled veteran, resident pioneer, and resident and non-resident youth under 14 licenses will be issued a free endorsement upon request. They will need an endorsement to fish for salmon, steelhead or sturgeon in the Columbia River Basin.
Reason for endorsement
The endorsement helps fund the transition of non-tribal commercial gill nets out of the mainstem Columbia River, freeing up additional salmon and steelhead for sport fishing. This is part of a package of Columbia River fish management and reform actions adopted by the Oregon Fish and Wildlife Commission and their Washington counterparts. The package includes a higher priority for sport fishing in the mainstem Columbia River, improved commercial fishing with gill nets in off-channel areas of the lower Columbia River, use of alternative commercial fishing gears and techniques in the mainstem lower Columbia River, and improved fish conservation by better targeting of hatchery runs.
The endorsement is a key part of Senate Bill 830, which was passed by the Oregon Legislature and signed into law in 2013 with the support of several sport fishing organizations.
SB 830 deposits money from the endorsement in a Columbia River Fisheries Enhancement Fund to help enhance fisheries, optimize the economic benefits of fisheries and advance native fish conservation.
SB 830 also created a separate Columbia River Fisheries Transition Fund to provide financial assistance to individual commercial fishermen affected by the new law – including the potential purchase of alternative gear. This fund received state general funds
Q-What if I'm just fishing catch-and-release, especially when sturgeon retention is not allowed?
A- If you're fishing for salmon, steelhead or sturgeon within the Columbia River Basin – catch-and-release or retention – the endorsement is required.
Q-Do I have to buy an endorsement at the same time I buy my fishing license?
A- The endorsement can be purchased separately at any time during the year. However, there will be an additional $2 transaction fee for endorsements sold separately.
Q-Do I need an endorsement for every hatchery tag I buy?
A – No. An annual endorsement covers a year of fishing, regardless of the number of hatchery tags.
Q-What about salmon or steelhead seasons that open later in the year under emergency regulations?
A- If the river is in the Columbia River Basin and you are fishing for salmon, steelhead or sturgeon, you will need the endorsement regardless of when or how the season was set.
Q-Is the endorsement permanent?
Under SB 830, the Columbia River Fisheries Enhancement Fund, along with the endorsement, is set to expire in 2021.
Q-What is meant by the Columbia River Basin?
A- The Columbia River Basin includes all rivers and tributaries that drain into the Columbia River, including the Snake River and its tributaries. It does not include coastal rivers or some rivers in central and southern Oregon.
Q-How much money will the endorsement raise?
A-ODFW estimates sales of the endorsement (annual and daily combined) will be about $1 million a year.
Q-Does this take into account the number of anglers who may just stop fishing for salmon, steelhead and sturgeon rather than pay the additional fee?
A-Yes. Our economic analysis does predict some anglers will decide not to fish for salmon, steelhead or sturgeon in the Columbia Basin – either because they stop fishing for these fish or because they choose to fish in places that do not require the endorsement.
Q-How will the changes on the lower Columbia River benefit salmon, steelhead and sturgeon anglers fishing in mainstem and tributary areas above Bonneville Dam and Willamette Falls?
A-The endorsement is part of a larger suite of management changes that was negotiated in order to remove commercial gillnets from the lower river. Once the harvest reforms are completed we expect there will be benefits to:
1) Wild fish: Removal of less selective gillnets will allow mainstem fisheries to target more hatchery fish and thus reduce the number of hatchery fish on wild fish spawning grounds.
2) Anglers above Bonneville Dam and Willamette Falls: Providing a higher priority to sport fishing in the mainstem Columbia River will free up more fish for sport anglers, including sport fisheries above Bonneville Dam and Willamette Falls.
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Umpqua River Steelhead Fishing Heating Up
Fishing is heating up at elkton,some of the fish are finally leaving Sawyer rapids and moving up river. Gregg and family enjoyed a day on the Umpqua river with the Umpqua angler catching four and losing a couple,Give us a call for discount prices for the holidays – Bryan Gill of The Umpqua Angler
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Sacramento Family Faces Felony Charges After Arrest For Selling Sport Caught Fish
California Department of Fish and Wildlife (CDFW) officers arrested a Sacramento family of three early Saturday morning for illegally selling sport-caught fish from the Delta.
Luan Van Dao, 51, his wife Mung Thi Bui, 49, and their son Tuan Anh Dao, 29 were arrested by CDFW officers after more than a month of watching the family fish daily in the Sacramento-San Joaquin Delta and hide their fish in a hidden compartment aboard their boat. The suspects also appeared to have an established network of buyers to whom they would sell fish on a regular basis. In California, commercial fishermen are permitted to sell their catch directly to restaurants, but private or sport-fishing catch is illegal to resell.
Luan Van Dao and Mung Thi Bui were convicted of poaching fish in 2006. During the current investigation Tuan Anh Dao was cited for possession of an oversized sturgeon on Nov. 16.
"Convicted poachers who continue to sell California's fish and wildlife for personal profit are a wildlife officer's highest priority," said CDFW Law Enforcement Division Captain Rudy Arruda. "These poachers are taking away from the legal and legitimate anglers."
All three suspects face charges of felony conspiracy and illegal sale of sport-caught fish. If convicted the suspects could face jail time, significant fines, loss of their fishing licenses and other penalties.
Charges will be filed with the Yolo County District Attorney when the investigation is complete.
Media Advisory: Photos and video can be downloaded at ftp://ftp.dfg.ca.gov/OCEO/
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Washington Waterfowl Opportunities Somewhat Dependent Upon Weather
All we need is some wind rain and snow and field hunting for geese will improve for all skill levels of field hunters. The many waterfowl refuges in Central Washington are holding big numbers of ducks and geese but without weather birds are inconsistent where and when they fly. Duck and goose hunting ends the last Sunday in January of 2014. Potholes Reservoir has some open water but the Sand Dune area and most of the Lind Coulee Arm are encroached upon by ice. All we need is a Chinook-wind to blow out the ice and that would result in an excellent January for hunting ducks.
Don't forget we have free dock fishing every Friday until Spring-time. You still have to come into the store and get your free dock pass and car pass and you can fish until dark every Friday evening. The dock is still showing some nice Crappie, Perch, Bluegill, Trout and Bass and a few walleye are being reported.
Please call the MarDon Store for more information (509) 346-2651.
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Commercial Crab Season Off To A Very Slow Start
According to an article in the Brookings Curry Coastal Pilot, some commercial crabbers are saying that this season had the slowest start they have seen in 30 years.
Last year, Brookings led all Oregon ports with more than five million pounds of dungeness crabs landed. Some crabbers reported that their catches for the first few days of the season were only a tenth of what they were last year.
Reports from other Oregon crabbing ports will be forth coming and may be somewhat more encouraging, but so far, it appears that the only thing that is going to take some of the sting out of this commercial crabbing season is the same thing that is going to "sting" Oregon consumers – and that is higher crab prices – both wholesale and retail for dungeness crab.
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Special Boatload Prices For Steelhead Trips On John Day River
- FEBRUARY 10th – MARCH 17TH, 2014, TRIPS WILL BE IN THE SPRAY AREA
(One two, or three fishermen for $375 total)
Steve and Linda Fleming's
(CELL) 971-533-5733 e-mail: email@example.com
Website: www.johndayriverfishing.com
Some other trip bonuses:
(1) -Some of Oregon's most colorful natural scenery
(2) – A chance at Scouting Out Fishing Spots for a later smallmouith bass trip
Heartily endorsed by peteheley.com
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Washington Outdoor News – Razor Clam Digs Tentatively Set Through February 2013
Razor clam digs tentatively set through February of new year
OLYMPIA – For those with time to plan beyond the winter holidays, the Washington Department of Fish and Wildlife (WDFW) has tentatively scheduled a new series of evening razor clam digs through February.
Under that plan, various ocean beaches will be open for 13 days in January and five days in February if marine toxin tests show the clams are safe to eat.
WDFW will announce final word on those digs about a week before they are scheduled to begin.
"We're announcing these dates now so people can start making plans for the new year," said Dan Ayres, WDFW coastal shellfish manager. "We've had a terrific season so far, and expect plenty of great digging in the months ahead."
Ayres noted that a dig now proposed to start New Year's Day would effectively add five additional days to a dig previously planned during the last three days in December.
As in recent months, all digs are scheduled on evening tides. No digging will be allowed on any beach before noon.
Upcoming digs are scheduled on the following dates, beaches and low tides:
Dec. 29, Sunday, 4:05 p.m.; -0.2 feet; Twin Harbors, Long Beach, Mocrocks, Copalis
Dec. 30, Monday, 4:55 p.m.; -0.9 feet; Twin Harbors, Long Beach, Mocrocks, Copalis
Dec. 31, Tuesday, 5:42 p.m.; -1.4 feet; Twin Harbors, Long Beach, Mocrocks,Copalis,
Jan. 1, Wednesday, 6:29 p.m.; -1.7 feet; Twin Harbors, Long Beach, Mocrocks
Jan. 2, Thursday, 7:15 p.m.; -1.7 feet; Twin Harbors, Long Beach, Mocrocks
Jan. 3, Friday, 8:00 p.m.; -1.4 feet; Twin Harbors, Long Beach, Mocrocks
Jan. 4, Saturday, 8:45 p.m.; -0.9 feet; Twin Harbors, Long Beach, Mocrocks, Copalis
Jan. 5, Sunday, 9:31 p.m.; -0.2 feet; Twin Harbors
Jan. 15, Wednesday, 6:19 p.m.; -0.1 feet; Twin Harbors
Jan. 16, Thursday, 6:51 p.m.; -0.1 feet; Twin Harbors
Jan. 17, Friday, 7:22 p.m.; 0.0 feet; Twin Harbors, Long Beach, Mocrocks
Jan. 18, Saturday, 7:53 p.m.; 0.2 feet; Twin Harbors, Long Beach, Mocrocks
Jan. 28, Tuesday, 4:36 p.m.; -0.7 feet; Twin Harbors
Jan. 29, Wednesday, 5:25 p.m.; -1.2 feet; Twin Harbors, Long Beach
Jan. 30, Thursday, 6:11 p.m.; -1.4 feet; Twin Harbors, Long Beach, Mocrocks
Jan. 31, Friday, 6:55 p.m.; -1.4 feet; Twin Harbors, Long Beach, Mocrocks
Feb. 1, Saturday, 7:38 p.m.; -1.0 feet; Twin Harbors, Long Beach, Mocrocks, Copalis
Feb. 2, Sunday, 8:20 p.m.; -0.5 feet; Twin Harbors, Long Beach, Mocrocks
Feb. 26, Wednesday, 4:15 p.m.; -0.4 feet; Twin Harbors
Feb. 27, Thursday, 5:04 p.m.; -0.7 feet; Twin Harbors, Long Beach, Mocrocks
Feb. 28, Friday, 5:49 p.m.; -0.8 feet; Twin Harbors, Long Beach, Mocrocks
Under state law, diggers can take 15 razor clams per day and are required to keep the first 15 they dig. Each digger's clams must be kept in a separate container.
All diggers age 15 or older must have an applicable 2013-14 fishing license to harvest razor clams on any beach. Licenses, ranging from a three-day razor clam license to an annual combination fishing license, are available on WDFW's website at https://fishhunt.dfw.wa.gov and from license vendors around the state.
For updates on scheduled openings, see the WDFW Razor Clam webpage at http://wdfw.wa.gov/fishing/shellfish/razorclams/current.html .
Comments Off on Washington Outdoor News – Razor Clam Digs Tentatively Set Through February 2013


text:
I am experiencing a problem with Google Play in my Android phone. When I download new apps from the Play Store, it completes 100% and then shows me an error:
(unknown Error code during application install:''919'')
Stack Exchange network consists of 175 Q&A communities including Stack Overflow, the largest, most trusted online community for developers to learn, share their knowledge, and build their careers.Visit Stack Exchange
I am experiencing a problem with Google Play in my Android phone. When I download new apps from the Play Store, it completes 100% and then shows me an error:
(unknown Error code during application install:''919'')
Converted from my comment on the question itself:
According to a post on StackOverflow, this is most likely a network issue. In his answer there, Vignesh writes:
Its due to wifi restriction, when i connect the internet through my service provider its working fine. Able to install any application.
I was getting the same thing when updating apps. Tried over wifi and service provider network same thing was not with just one app all apps that were set to up date even google apps. I cleared the cache and it seems to be working fine now settings/app manager/googleplaystore/clear cache
I Know its already answered but this answer may help to fix it and help someone. source link
Method 1
Check your phone memory, how much is free. You can transfer your apps to sd card through 'apps2sd/app manager' (free). Clear your cache and data now. For this, follow these steps:
download manager.
Method 2
If your problem isn't solved by using method 1, try using a different internet connection than you've used previously. It means, if you are using your mobile data to download and install or update the apps, you can try using your wi-fi network, or vice-versa. This method is reported to work in most of the devices by the users.
Method 3
Change your APN (access point name) settings:
The method 1 is the most commonly used, and you can try it first and in case it doesn't work, you can try those which are given underneath.
Thank you for your interest in this question.
Because it has attracted low-quality or spam answers that had to be removed, posting an answer now requires 10 reputation on this site (the association bonus does not count).
Would you like to answer one of these unanswered questions instead?


text:
Complete this assignment in report form using APA style and formatting. Cite any and all references and sources you utilized. Your homework submission should be at least 3 pages in length.
Note: Please visit the Academic Resource Center for concise APA guidelines.
Case Analysis:
- Did the moderator do an adequate job of getting the information needed by the SCC? Support your answer with thorough explanations. What would you have done differently and why?
- Do you think it was wise to have a group with both graduate and undergraduate students included? Support your answer with thorough explanations.How might it have helped in interpreting the data if two separate focus groups (one for graduate, another for undergraduate students) were utilized? Why might the university have chosen not to have two separate focus groups?
- Analyze the focus group transcript very thoroughly.Make a complete list of problems and ideas (possible solutions) generated for the student computer lab. Be complete.
|– The lab is often full during the daytime hours.
– Students don't have access to the lab at night and on weekends
– Waiting lists aren't consistent
|– Have only one person in the lab at any given time and longer hours
– Offer dedicated graduate student hours
– Open the lab 24 hours.
– Double the hours
– Offer a sign-up sheet for computers
– Set up chairs for waiting for a computer
– Match the library hours
|– Students aren't trained on how to use the computers
– Lab monitors are not able to give instructions or answer questions
– Lab monitors are not familiar with software packages
|– Offer training for the people who watch the lab.
– Put written instructions on the computer
– Add the dorm's help software for students who haven't used the lab before.
|Hardware & Software
|– There aren't enough computers
– The computers are often broken
– There are no manuals or templates in the lab
– Printing is too expensive.
– Students don't have flexibility in using the printers for resumes or envelopes.
– Computers don't scan for viruses
|– Add more computers
– Have graduate students purchase their own computers
– Have students access software from their home computer
– Offer reference guides and templates for software
– Reduce the cost of the printing services
– Add print station for resumes/envelopes
– Buy an Internet directory
|– Students outside the business school can get into the lab
– Lab is too noisy
|– Restrict non-business school students with a key card.
– Require silence in the lab
- What do you see as the benefits and limitations of the focus group findings?Do you think the task force plan for utilizing the focus groups is appropriate? Support your answer with thorough explanations


text:
Department of Education Extends Deadline
to Respond to ACICS Petition for Continued Recognition
July 30, the Accrediting Council for Independent Colleges and Schools (ACICS)
received notification from the Department of Education that it will extend the
deadline to respond to ACICS's petition for continued recognition, from July 30
to September 4, 2018. ACICS supports the Department's efforts to take the time
necessary to make a reasoned decision regarding ACICS's continued compliance
with federal agency recognition criteria. In accordance with the April 3, 2018
order from the Secretary, ACICS continues to operate as a federally recognized
Please click here to read the order.
1350 Eye Street, NW
Suite 560
Washington, DC 20005
Tel: 202.336.6780
Fax: 202.842.2593
Contact Us »
© 2010 Accrediting Council for
Independent Colleges and Schools.
All rights reserved.Privacy Statement »


text:
Today, William Azaroff hosted BarCampBankBC2 at the Vancity head office. The picture above is the inspired view from the boardroom! William has beat me to the punch with a nice recap of BCBBC2, so rather than just a repeat, I am going to give my thoughts on how this event compared to Seattle in 2007 and BC in 2008. I have enjoyed all three and although they could not have been more different, they do share a common theme—interested parties speculating on what the future might bring.
Seattle, July 2007
Being the first in North America, BarCampBankSeattle was shiny and new and full of discovery and optimism. I remember arriving in Seattle early in the morning not knowing at all what to expect. I was there first and found the tiny address numbers on a very nondescript door. I waited for someone to come. This black Suburban pulls up and this young man jumps out swearing a blue streak about the "guy with the chairs and food" falling through. By this time a couple others had arrived and we all helped him lug about 75 folding chairs through dark hallways and up a small elevator into a really cool space. It was an old building that had been converted into open-plan offices. It had creaky hardwood floors and you could tell that during the week the space was inhabited by a tech start-up.
Turns out the young man in the Suburban was Jesse Robbins, the event organizer. About 60 people were there from all over North America and it was the first time that many credit union bloggers met in person. There was a mix of credit union employees, bankers, analysts, technologists and consultants. The discussions were varied and deep and everyone participated. Online friendships were crystalized in real life and the discussions continued well into the evening throughout a dinner that about 20 people attended. There was a subset of people using Twitter at the event and I remember a discussion around what the heck is Twitter and why would anybody use it?
It had a Woodstock vibe and the pervasive crystal-ball theme was how would social technologies affect the financial services industry? There were a number of entrepreneurial people in the room in the midst of innovating and a lot of speculation on how online personal financial managers, peer-to-peer lending and social media would potentially disrupt the financial services industry. I would rate the experience a 10 out of 10. It was exceptional.
Vancouver, September 2008
Gene, William and I organized the first BarCampBank in Canada. The facility was fantastic—it was held at the downtown campus of BCIT, a technical university. About 70 people attended from 10 different provinces and states. Again, it was a melting pot of people. The discussions were more rooted in the realities of the time. We were in the front-end of the financial crisis and everyone was speculating on what would come. There was great discussions about the differences and similarities between the financial marketplace on either side of the Canada-US border and also the differences between banks and credit unions. Social media and technology were still themes, but the discussions had shifted to the real applications versus blue-ocean thinking. The vibe was less entrepreneurial and more practical.
Again the discussions were in depth, well argued and continued well into the evening as about 30 people continued on to dinner. I would rate the experience 8 out of 10. It was great.
Vancouver, September 2009
Gene, William and I envisioned BarCampBankBC2 as a more low key and local event given the economy and the realities of slashed travel and education budgets. We were able to keep the fee to just $10 because of the generosity of Vancity. We had access to the top floor of Vancity's head office. We ended up using the boardroom and a smaller foyer for each concurrent session. There were about 25 in attendance—mostly from the credit union world including credit union executives, technologists and a board member and also a number of vendors that work with credit unions. We had representation from four BC credit unions including Vancity, Westminster Savings, Community Savings and North Shore Credit Union. There were also two people attending from Servus Credit Union in Alberta. Folks from Central 1 and Credit Union Central of Alberta were also there.
I liked that the discussions were rooted in the local realities of one of the most robust credit union marketplaces in the world. BC and Alberta are home to the four largest credit unions in Canada. This also made the discussions quite insular compared to my two previous BarCampBank experiences. Four people from Washington and Oregon had planned to attend, but were unable to make it. There were also at least two representatives from major banks that were unable to make it as well. This was disappointing, because I feel that perspectives from different realities and regions add so much to the discussion.
There were good debates about the future of products, branching and digital marketing. I felt the discussion on digital marketing was particularly good because it included e-mail marketing, social media and search engine optimization all in one discussion rather than the typical segmentation that happens. There is a growing realization that social media is just another vehicle that can enable credit unions to listen and to tell their unique stories. Ed Brett hit the nail on the head when he said (something to this effect), "Until we can say that creating compelling content is one of our core competencies, we are staying away from having a presence on Twitter and Facebook?"
Another good discussion centered around channel strategy. What different roles should our branches and websites play? I was impressed with the depth of William's thinking on this subject. He has clearly spent a lot of time thinking about how the web channel is different than the branch channel and how it should not be treated simply as another branch.
Because all of the credit unions represented at BCBBC2 (and half of the credit unions in Canada for that matter) share the same online website and banking system—Central 1 Credit Union's MemberDirect—the meeting felt more like a user group meeting than a freeform open sharing of big ideas typically associated with an unconference. There were three product folks from Central 1 there—Chloe Morrow, Margarita Lurye and Rene Gourley—who added to the conversation and kept it grounded in reality. This was good and bad. Good that the clients (the credit unions) could ask the vendor (Central 1), "can you guys do that?" And bad that it seemed to cap the big idea generation that I have experienced at previous events.
The vibe was good and everyone enjoyed themselves. It was definitely more low key and local and I was disappointed that it didn't naturally extend into a great dinner with continued discussion. I would rate it 7 out of 10. It was good.
Final thought
During the future of cooperation session, William asked the question, "What if membership to credit unions was optional?" I love this idea. It could really give meat and meaning to the advantages of membership.
The irony of this question hit me on the drive home. The BC credit union system is renowned throughout the world for its cooperation in technology and province-wide marketing. It occurred to me that inter-credit-union cooperation in Canada is mandated unlike the entrepreneurial CUSO environment that has organically sprung up in the US. "What if membership to credit union centrals was optional?" Now that would have made for a great discussion!
P.S. Had Gene Blishen been able to make it, with his Yoda-like comments and wisdom, BCBBC2 would have been exceptional!


text:
Senior Animal Keeper: Large Mammals
Twycross Zoo is at a very exciting stage of development with the first phase of a 20 year masterplan already underway. The plan will see the zoo developing new habitats for a refreshed animal collection starting with Gibbon Forest in 2016.
We currently have a vacancy for a Senior Animal Keeper to work on our Large Mammals section which manages a range of ungulate and carnivore species including Asian elephant, giraffe zebra, nyala, tapir, Amur leopard, snow leopard, meerkat and Kirk's dik dik.
Key Responsibilities:
· working on the section, covering all areas of animal husbandry
· assisting with the training and development of staff
· training and record keeping
· interacting with zoo visitors
Key Skills & Requirements:
· minimum of 4 years' experience as a keeper – must include working with hoofstock and carnivores, and/or preferably experience of managing elephants in protected contact
· enthusiastic, high performing and motivated with a proven track record in zoo animal
· substantial working knowledge of the natural history and management of key species
· good team worker with a positive outlook and excellent communication skills
· commitment to continued professional development of yourself and other staff
· previous experience of supervising and training staff
· zoo keeping experience and a relevant animal-related qualification
The role is permanent full time and includes weekend duties on a rota system. Salary is paid monthly and we provide uniform and 31 days holiday per annum (including bank holidays).
Please apply on-line by sending your CV with a covering letter to: email@example.com
This vacancy will close as soon as sufficient applications have been received, therefore you should submit your application as soon as possible.
Peter Dickinson
Independent International Zoo Consultant
+971 50 4787 122 | firstname.lastname@example.com | Skype: peter.dickinson48


text:
Kids bench
This wooden kids bench is inconspicuous. This bench is designed for a little girl. We will show how to decorate kids bench, to give it a bright look.
Materials and tools:
– Red acrylic paint
– Pink acrylic paint
– Brushes
– Craquelure varnish
– Sponge
– Ribbon
Make cracks using a craquelure varnish. To do this, apply the first part of the craquelure varnish. Brush on a thin layer in the direction of the wood grain. Leave the top coat to dry for an hour.
Apply the crackle varnish. Do not apply the crackle varnish just in the direction of the grain. The craquelure will form in the direction of the brush strokes.
If the craquelure does not appear within 45 minutes, go over the varnish with a hair drier held 10 inches away from its surface to speed up the drying process.
Rub the sponge with red paint in the cracks, and remove surplus with a damp cloth.
Then draw the ornament at seat benches and paint it the red acrylic paint.
Paint the bench with pink acrylic paint. Attach the ribbon bow at bench. Apply a coat of acrylic lacquer.


text:
patterns > New Years Noggin KAL and 1 more...
> Twin Leaves
Twin Leaves
Twin Leaves
Child S [Child M/L, Adult]
Finished measurements
Circumference: 16.75 [16.75, 18] inches unstretched.
Hat will stretch 2-4 inches.
Length: 7.25 [8.25, 9] inches
Malabrigo Rios [100% Superwash Merino; 210
yards per 100 grams]; Colorways: Azules and Ravelry
Red, 1 skein each
Gauge (washed and blocked)
18 sts and 26 rows in reverse stockinette
1-US 6/4.0 mm circular needle, 16-inch
1-US 7/4.5mm circular needle, 16-inch
1 set US 7/4.5mm double pointed needles
or needle size to obtain gauge
darning needle
EOR marker
cable needle
Sizing Notes
The reverse stockinette background of this hat makes
it very stretchy. It will stretch between 2 and 4 inches,
possibly more. The first two sizes are actual the same
circumference, but the larger size is taller. As for the
adult size. I have a 23 inch head and my daughter
(model pictured) and the adult size fits both of us. The
child size is worn by my son who has a 20 inch head.
So, yes, it has a lot of stretch!
100043 projects
stashed 63864 times
- Page created: December 27, 2013
- Last updated: July 15, 2019 …
- visits in the last 24 hours
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text:
Last updated on December 29th, 2018 at 03:04 pm
The following link provides a free heads of terms Word template for when a private company is being acquired:
The template presupposes a situation where there is a single target company, as well as a single buyer and seller, no deposit and a simultaneous exchange and completion. However it can easily be adapted to suit other acquisition scenarios.
Where you see words in capitals surrounded by square brackets this indicates areas which you will need to amend, or where you need to add information, before removing both the capitalised words and square brackets and replacing them with regular text. Do a 'Ctrl F' search for '[' to make sure all square brackets (and the capitalised words within them) have been replaced with relevant wording and party names.
DISCLAIMER: This document may not be suitable for your circumstances and we recommend you seek legal advice before using it. Jonathan Lea Limited does not take any responsibility for any events that arise as a result of your use of this document.
For reasons why any successful business deal needs a good set of heads of terms, please see this post.
What are heads of terms?
Heads of terms set out the preliminary principal terms of a proposed transaction and are entered into before definitive legal agreements are drafted, negotiated and agreed. They can be set out in a variety of ways, from a series of points listed in an email to a more detailed and carefully drafted document for larger deals where the parties will take time to negotiate the minutiae before proceeding with the main legal documents. Heads of terms are also commonly referred to as heads of agreement, a letter of intent, memorandum of understanding or (particularly in the US) a term sheet.
Although heads of terms are not generally legally binding (apart from certain sections such as confidentiality, non poaching of employees and exclusivity that are carved out and marked as contractual obligations), they set the tone for the transaction and carry a certain amount of moral force such that once agreed it can be difficult for either party to go back on a point already set out in writing.
Therefore the heads should include all the essential elements of an offer set out in an unambiguous way. Ideally no material issues should be left out as this will create uncertainty and potentially ill will between the parties that may derail the transaction.
Key Provisions
a) Parties' details: The heads of terms should include the names of the buyer and seller and any other parties involved with the transaction including any solicitors who have already been appointed. Also detail the registered office address and company number of the target and include the addresses, phone numbers and emails of all individuals so that they will be easily to hand for all those involved with the deal.
b) Price: The amount of the purchase price for the shares and how and when this is to be paid will be central to the transaction and should be detailed clearly in the heads of terms. The price payable may comprise a deposit, the amount to be transferred at completion, stock, any deferred consideration (e.g. loan notes owed to the seller secured against the company and any of its real estate), shares issued as consideration, consultancy fees covering a handover period and an earn out payable to selling shareholders that is dependant on the performance of the business. The price may also have an adjustment mechanism that makes reference to the completion accounts to be prepared for the completion date.
c) Confidentiality: The seller will want the buyer to agree not to disclose any confidential information about the target company and business it receives during the negotiation process. This duty is often made reciprocal as information will also be flowing from the buyer to the seller and the parties in any case will want to keep the proposed transaction itself confidential. The parties may have already signed a non disclosure agreement at the outset, but if not the heads of terms will need to include relevant confidentiality and non-circumvention provisions.
d) Exclusivity (or 'lock out'): This gives the buyer a specified period of time to negotiate and complete the deal during which the seller may not look for, provide information to, or negotiate with other possible buyers. The exclusivity period may be granted in return for the payment of a non-refundable deposit. For most small private company transactions a period of around six weeks would be a sufficient time frame within which completion can occur before the exclusivity ends. The seller might also include provisions in the heads of terms whereby if the buyer attempts to renegotiate a key element of the deal or fails to meet key deadlines in the transaction's timetable (such as finishing their due diligence enquiries) then the exclusivity will lapse.
e) Timescale: A key issue for the seller is to maintain control over the timescale, and this must be made clear in the heads with a detailed completion timetable set out (with reference to any exclusivity period). At this stage a seller's negotiating position is at its strongest and if there are a number of competing offers then these will of course dissipate over time if a seller starts focusing on trying to complete a deal in respect of one of the offers.
f) Deferred consideration: A general term for consideration that will or may be payable following completion. It can constitute many different forms such as cash, loan notes (secured and unsecured) or shares. It may be conditional on a future event happening such as if a contract is completed with a major customer, then a further sum becomes payable. Sometimes part of the purchase price is retained as security for the buyer in case an undisclosed breach of warranty is discovered.
g) Earn out: This is a form of conditional deferred consideration whereby part of the purchase price is paid over a period of time, calculated by reference to criteria which will be more fully set out in the sale and purchase agreement and linked to the future performance of the business acquired. Buyers often insist on an earn out where a seller will be continuing to work with the business after completion and will therefore be more motivated to stay with the company to ensure targets are met. From a seller's perspective, earn outs should be resisted, particularly when there is uncertainty about how much influence the seller will have post completion and how well the buyer will continue to operate the business.
h) Costs reimbursement: As well as, or instead of, a non-refundable deposit paid on agreeing the heads of terms, there may also be provisions dealing with the reimbursement of one party's legal and other costs if a party pulls out of the transaction.
i) Conditions for completion: Those that can be foreseen as necessary for the deal to complete should be included, such as third party consents required from organisations like banks and landlords, new service contracts to be entered into by key staff members and an agreed form new shareholders agreement to be entered into. You may also include a list of all documentation the parties will sign at completion.
j) Due diligence: The heads of terms can outline how the due diligence process is to be managed, including how access will be granted to the target group's information, records and personnel and who diligence enquiries should be addressed to.
k) Non compete and non solicitation obligations: Include this paragraph if the buyer expects the seller to enter into any form of non-compete, non-dealing or non-solicitation covenant in the share purchase agreement. Covenants of this type can be controversial so it is often helpful to discuss the topic early in the transaction process in case it is a deal breaker for either party.
l) "Debt free, cash free" definition: Heads of terms often state that the target company is to be acquired on a "debt free/cash free" basis. The parties need to understand and agree upon the meaning of "debt free/cash free" as it can be achieved in a number of ways including:
- the target repays any debt prior to completion;
- the seller repays any debt prior to completion;
- any debt remains in the target and the parties arrange to discharge the debt immediately following completion; or
- the buyer assumes the debts but reduces the purchase price by an amount equal to the debt.
The parties will also need to agree what is meant by "cash". Normally, the buyer will not want the term cash free to mean that the seller can completely empty the target bank accounts immediately prior to completion and will want to ensure that the target is left with sufficient working capital so that it can trade as usual following completion. Instead, the seller should remove any "spare" cash before the target is sold so that such spare cash is used to repay any indebtedness, if there are sufficient distributable reserves the seller can pay a pre-completion dividend, the target can buy back some of its shares issued to the seller or pension payments owed can be made to a seller. The parties will need to discuss and agree what constitutes adequate working capital, preferably as a provision to be clarified in the heads of terms.
If you'd like any legal assistance in closing a deal I'd be delighted to provide a quote. I have several years experience of handling transactions worth around £5 million and less (particularly under the £1 million mark) and now carry out such work through and under the umbrella of a small SRA regulated London law firm which allows me to adopt a flexible and client focused approach. Please see here for some testimonials. Also feel free to connect on LinkedIn to see a collection of written recommendations.
Involving a specialist and pragmatic solicitor from an early stage will help ensure transactions are structured cleanly and correctly, issues are resolved promptly, risk and liabilities are reduced, benefits are enhanced and increased, exchange and completion actually happens and the parties are not left with a messy situation where disputes are likely and which can have a significant detrimental impact on the buyer's ability to run the business.
Further reading:
What Are Exclusivity Periods And How Should They Be Negotiated
How To Sell A Company For An Increased Valuation
How To Exit And Sell A Company
How A Solicitor Assists A Buyer Acquiring A Company
How To Carry Out A Due Diligence Exercise When Buying A Company


text:
Polyphasic Analysis
Occasionally fatty acid analysis and DNA sequencing can individually yield ambiguous or no-match results for identification. In such cases polyphasic analysis - combined fatty acid and DNA sequencing analysis - can provide additional information and produce a definitive identification.
The key benefits of polyphasic analysis are:
Confirmation of a definitive match resulting from one technique.
Resolution of a non-match; a second technique can yield a definitive match in cases where the first technique gives no identification.
Resolution of an inconclusive match; a second technique can yield a definitive match in cases where the first technique gives multiple possible identifications.
MIDI Labs is the first laboratory to offer polyphasic analysis for microbial identification. With a combined phenotypic and genotypic approach, polyphasic analysis provides you with the most thorough and reliable results.


text:
What is a Truth Table?
The Truth Table is used to simplify boolean equations obtained from digital circuits. It can have many columns, but all tables operate in the same way. There is always an ouput column (last column on the right side) that represents the result of all possible combinations of the inputs.
The total number of columns in a truth table is the sum of the inputs + 1 (the exit column). The number of rows of the truth table is the number of combinations that can be achieved with the inputs and it is equal to 2n, where n is the number of columns in the truth table (with no output column)
For Example: In the following truth table there are 3 input columns, then we will have 23= 8 combinations (8 rows). A three input switches circuit (with 2 posible binary states: binary "0" or "1"), has 8 possible combinations. The output (exit column) is determined by the state of the input switches.
Logic circuits are basically an array of switches known as "logic gates" (AND gate, NAND, OR, NOR, NOT, etc.). Each of this logic gates has its truth table.
If we could see in more detail the construction of these "logic gates", we would realize that they are built with transistors, resistors, diodes, etc.. and they are connected in a way that we obtain especific outputs for specific inputs. The widespread use of logic gates simplifies the design and the analysis of complex circuits. Modern technology allows the construction of integrated circuits (IC's) that are composed of thousands (or millions) of logic gates.
Example of a 2 & 3 Input NOR gate Truth Tables
Analyzing the truth table of the 2 input NOR gate and the truth table of the 3 input NOR gate, we see that the outputs of the gates are "high" or "1", when their inputs are all "low" or "0".