JANEL WORLD TRADE LTD
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v037971_ex10-2.txt
<TEXT>

                 FINANCIAL PUBLIC & INVESTOR RELATIONS AGREEMENT

THIS FINANCIAL PUBLIC & INVESTOR  RELATIONS  AGREEMENT (the "Agreement") is made
effective this 3rd day of October,  2005 (the  "Effective  Date") by and between
Strategic Growth  International,  Inc., a Delaware  corporation  whose principal
offices are  located at 150 East 52nd  Street,  22nd Floor , New York,  NY 10022
(hereinafter  referred to as the  "Consultant" or "SGI")) and Janel World Trade,
Ltd., a Nevada  corporation  whose principal offices are located at 150-14 132nd
Avenue,  Jamaica,  NY 11434  (hereinafter  referred  to as the  "Client"  or the
"Company").

                                    RECITALS

      A.    WHEREAS  Consultant is  experienced  in providing  financial  public
            relations  and  investor  relations  services  to  micro-cap  public
            companies and has developed relationships with retail stock brokers,
            individual investors,  institutional investors,  investment bankers,
            which will assist the Client in enhancing the market  recognition of
            the underlying  fundamental  value of the Client's  publicly  traded
            shares and raising debt and/or equity capital.

      B.    WHEREAS  Client wishes to engage the  financial  public and investor
            relations  advisory  services of Consultant  specifically to advise,
            assist,  consult and provide the  services  discussed in Sections A.
            thru D.

      C.    Consultant agrees to be retained for the foregoing purposes, subject
            to the terms and conditions provided in this Agreement.


                                    AGREEMENT

      NOW THEREFORE,  in  consideration  of the mutual  promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt  and  sufficiency  of  which  are  expressly  acknowledged,  Client  and
Consultant agree as follows:

[1] Scope of  Representation.  Client  grants  Consultant  permission to provide
Client with the investor relations  services on a non-exclusive  basis described
in Sections [2]a. through [2]d. below.

[2] Engagement and Services of SGI.  Strategic Growth  International,  Inc. will
develop a comprehensive  financial  relations  strategic plan with the following
goals, all of which are designed to achieve increased and sustained share value:

      a. Implement a comprehensive  and aggressive  investor  relations  program
      with  the  main  purpose  of  introducing  the  Company  to  institutional
      investors, money managers, and high net worth brokers both in the U.S. and
      Europe.


                                                                    page 1 of 11
<PAGE>


      b.  Obtain  invitations  to  and  coordinate  participation  in  financial
      industry conferences.

      c. Assist  with  day-to-day  investor  communications  (i.e.  shareholders
      calls,  scheduling   appointments,   sending  introductory  and  follow-up
      materials).

      d. Provide  professional  staff services as may be reasonably  required to
      help the Company carry out its programs and objectives as outlined below:

            (i).  Develop a coordinated  package of financial  public  relations
            materials,   including  PowerPoint,   fact  sheet,  press  releases,
            corporate package, etc., that is acceptable to the Company. SGI will
            also prepare the initial draft M,D&A material for the Company's Form
            10-Q and 10-K reports and review the final draft before filing,  and
            review and advise on features  and  functionality  of the website in
            this regard.

            (ii). Immediately introduce the Company to financial  intermediaries
            with the goal of fulfilling the Company's financial needs.

            (iii).  Increase  liquidity in the Company's  stock with the goal of
            attaining  new  market  makers  and   introducing   the  Company  to
            professionals in the investment community.

            (iv). Develop institutional ownership in the Company's stock.

            (v). Assist in obtaining research from reputable institutional sales
            boutiques and small cap research analysts.

            (vi).  Create  financial  media  opportunities  for the  Company  as
            appropriate.

            (vii).  Obtain  invitations  to  and  coordinate   participation  in
            financial industry conferences.

            (viii).  Coordinate all day-to-day investor relation's  activities -
            press releases,  dissemination of information,  earnings  conference
            calls, etc.

            (ix).  Assist in creating  opportunities  for European buying in the
            Company's stock.


                                                                    page 2 of 11
<PAGE>


A.    In conducting the foregoing efforts, Consultant will rely on the Client to
      provide all necessary  information  regarding the Client and its business.
      The Client will furnish  Consultant with all relevant  publicly  available
      material and information regarding the business and financial condition of
      Client that will be accurate and complete in all material  respects at the
      time  furnished  and  will  represent   their  best  estimates  of  future
      performance  in the  context  of all  applicable  U.S.  Federal  and State
      securities  laws  and the  Securities  Exchange  Act of 1934,  as  amended
      (hereinafter  the "Act"),  with  specific  reference to required  material
      disclosures  and  standard  disclaimers   regarding  estimates  of  future
      performance. Consultant will be relying, without independent verification,
      on the accuracy and  completeness  of all financial and other  information
      that is and will be  furnished  to  Consultant  by the Client.  Any advice
      rendered by  Consultant  pursuant to this  Agreement  may not be disclosed
      publicly in any manner  without  Consultant's  prior written  approval and
      will be  treated  by  Client  and  Consultant  as  confidential.  Under no
      circumstances  shall  Consultant  be  required  to  provide  any  services
      pursuant  to this  Agreement  that  would  require  registration  or other
      filings by Consultant  under any United States federal or state securities
      laws.

B.    In the  event  the  Client  provides  any  non-public  information  to the
      Consultant, in connection with this Agreement or otherwise, the Consultant
      agrees to maintain such  information  in  confidence  in  compliance  with
      Regulation FD.

[3] Consultant's Expenses. Throughout the term of this Agreement, the Consultant
shall  provide  the  types of  services  set forth in  Sections  A through E and
Section 2.  Consultant  shall  perform such  services at and from its  principal
place of business.  Consultant shall be entitled to reimbursement by the Company
for ordinary and reasonable  expenses  incurred  during the  performance of this
Agreement,  provided the Consultant obtains Client's prior written authorization
to incur such expenses.

[4] Independent  Contractor:  No Power to Bind. Consultant is not an employee of
the Client for any purpose  whatsoever,  but is an independent  contractor.  The
Client  is  interested  only in the  results  obtained  by the  Consultant,  and
Consultant shall have,  subject to the terms of this Agreement,  sole control of
the manner and means of performing  under this  Agreement.  Consultant  does not
have the right or authority to create a contract or obligation either express or
implied,  on behalf of, in the name of or  binding  upon the Client or to pledge
the Client's  credit,  or to extend credit in the Client's name unless otherwise
agreed in writing.  Consultant shall have no right or authority to commit Client
in any manner without the prior written consent of the Client.

[5]  Compensation.  Client  hereby  covenants and agrees to pay  Consultant  the
following compensation:

      [a] The  Company  will  pay SGI a  monthly  retainer  fee of  $6,000  (six
      thousand  dollars)  per  month for the term of this  agreement.  The first
      month will be paid  immediately  upon  execution  of this  Agreement.  The
      monthly  retainer shall commence on October 3, 2005 for 12 months,  unless
      the Agreement is terminated by Client as discussed in Section [6].


                                                                    page 3 of 11
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      [b] The  Company  will pay SGI(1) two  hundred  thousand  (200,000)  newly
      issued restricted common shares (the "Shares") after the execution of this
      Agreement  and the  Janel  Subscription  Agreement  for such  Shares,  and
      warrants to purchase four hundred thousand (400,000)  restricted shares at
      the  market  price on the day of  issuance  for a term of five (5)  years,
      which will be exercisable  commencing  February 1, 2007. All of the Shares
      will be subject to the lock up  agreement  attached to this  Agreement  as
      "Schedule A", and will have  piggy-back  registration  rights for one year
      (as  provided in Schedule B,  "Registration  Rights  Provisions,"  annexed
      hereto) and can be transferred in whole or part to one or more officers of
      SGI. The Company shall  instruct its transfer agent to issue the necessary
      stock certificates,  and shall instruct its counsel to issue the necessary
      written opinion of counsel for the Company confirming that said shares are
      validly issued,  fully paid and  non-assessable  and that the issuance and
      eventual  transfer of them to Consultant  has been duly  authorized by the
      Company.  Company  warrants  that all common  shares  issued to Consultant
      pursuant to this Agreement shall have been validly issued,  fully paid and
      non-assessable  and that the Company's  board of directors shall have duly
      authorized the issuance, and any transfer of them to Consultant.

      [c] The Company shall review the performance of the Consultant  under this
      agreement  on  May  1,  2006.  If  the  Company's  review  concludes  that
      Consultant's  performance is not satisfactory to the Company,  the Company
      may cancel one hundred  thousand  (100,000) of the Shares,  and shall send
      notice to the Consultant of the results of its review.

[6] Term. The term of this  Agreement  shall be from the Effective Date (October
3, 2005) of the  execution  of this  Agreement  through  October  2, 2006.  This
Agreement  and  Consultant's  engagement  hereunder  may be terminated by either
party,  without cause after 119 days with 10 days prior notice in writing.  This
Agreement  can be  terminated  at any time by Client if  Consultant is guilty of
gross  negligence,  willful  misconduct and/or  malfeasance,  upon 30 days prior
written  notice  thereof to the other  party,  provided  however,  that:  a) any
termination of Consultant's  engagement hereunder shall not effect the Company's
obligation to pay the full fees  provided for and referred to in paragraph  5[b]
hereof at the times and  amounts  specified  therein  for a minimum one year (12
months), and; b) any termination of Consultant's  engagement hereunder shall not
affect the Company's obligation to reimburse Consultant for expenses incurred in
the performance of its engagement prior to such termination.

[7] Warranties and Representations. Consultant's services are provided on a best
effort basis and are based on  Consultant's  personal  experience and expertise.
There  are no  guarantees,  warranties  and  representations  of any  kind  that
Consultant's  advice or  services  will  produce  any  specific  results for the
benefit of the Client.  Actual results may  substantially  and materially differ
from those  suggested by Consultant.  Consultant  represents and warrants to the
Client that:

__________________
(1) The Company will actually issue 180,000 of the Shares to SGI,  18,000 of the
Shares to Karl  Birkenfeld,  as a  referral  fee,  and 2,000  shares to  Westcap
Securities, Inc.


                                                                    page 4 of 11
<PAGE>


      (a) Consultant is under no contractual  restriction or other  restrictions
      or obligations that are inconsistent with this Agreement,  the performance
      of its duties and the covenants hereunder,

      (b) Consultant's management is under no physical or mental disability that
      would  interfere with its keeping and  performing  all of the  agreements,
      covenants and conditions to be kept or performed hereunder;

      (c)  Consultant  is familiar  with all federal and state  securities  laws
      applicable  to the  performance  of its services as  contemplated  in this
      Agreement,  including  Sections  17(b) of the  Securities  Act of 1933, as
      amended (the "Securities  Act"),  Sections 9 and 10(b) of the Exchange Act
      and Regulation FD;

      (d)  Consultant  will  comply  with  all  applicable   federal  and  state
      securities  laws in the  performance of the services under this Agreement;
      and

      (e) The Client  acknowledges  that the  Consultant  is in the will provide
      financial public relations and investor  relations services and consulting
      advice (of the type  contemplated  by this  Agreement)  to others and that
      nothing  herein  contained  shall be  construed  to limit or restrict  the
      Consultant  in providing the  aforesaid  services to others,  or rendering
      such advice to others.

[8] Notice. Except as otherwise  specifically  provided, any notices to be given
hereunder shall be deemed given upon personal  delivery,  upon the next business
day immediately  following the day sent if sent by overnight express carrier, or
upon the third  business day following the day if sent by fax and  separately by
postage prepaid by certified or registered mail,  return receipt  requested,  to
the  following  addresses  (or such other  address as shall be  specified in any
notice given):

In case of Consultant:              Strategic Growth International, Inc.
                                    Attn: Mr. Richard Cooper, Chairman
                                    150 East 52nd Street - 22nd Floor
                                    New York, NY 10022
                                    Fax :  212 838-1511

In case of Client:                  Janel World Trade, Ltd.
                                    Attn: Mr.  James N. Jannello, Chairman & CEO
                                    150-14 132nd Avenue
                                    Jamaica, NY 11434
                                    Fax:  718 527-1689


                                                                    page 5 of 11
<PAGE>


[9] Hold Harmless;  Indemnification.  Client and  Consultant  agree to hold each
other harmless and indemnify  each other from and against any  liability,  loss,
cost, expenses or damages, including attorney's fees, howsoever caused by reason
of any injury or loss sustained by or to any person or property by reason of any
actual or alleged wrongful act,  misrepresentation  or omission except for gross
negligence,   willful   misconduct   or   malfeasance   of,  or  breach  of  any
representation, warranty or covenant.

[10]  Applicable  Law.  This  Agreement  shall  be  construed  as  whole  and in
accordance  with its fair  meaning.  This  Agreement  shall  be  interpreted  in
accordance with the laws of the State of New York.

[11] Entire Agreement. This Agreement,  together with the documents and exhibits
referred  to herein,  embodies  the entire  understanding  among the parties and
merges all prior discussions or communications among them, and no party shall be
bound by any definitions,  conditions or warranties,  or  representations  other
than as expressly  stated in this  Agreement,  or as  subsequently  set forth in
writing,  signed by the duly  authorized  representatives  of all of the parties
hereto.  This Agreement,  when executed shall supersede and render null and void
any and all preceding oral or written understandings and agreements.

[12] Conflict of Interest.  Consultant represents that it is not presently aware
of any conflicts of interest.  The parties,  however,  acknowledge  that, in the
course of Consultant's  services during the term thereof,  Consultant may now or
in the future have  certain  potential or actual  conflicts of interest.  In the
event Client and/or Consultant become aware of a potential or actual conflict of
interest,  the parties  agree to, in good faith,  utilize  their best efforts to
resolve such conflict of interest, waive such conflict of interest ( which shall
only be effective if contained in a written instrument executed by both parties)
or, in the event the  conflict  of  interest  cannot be  resolved  to the mutual
satisfaction  of the  parties  or  waived,  then the party  complaining  of such
conflict  of interest  or who may be harmed by such  conflict of interest  shall
have a right to terminate  this  contract . Nothing in this  Agreement  shall be
construed to prohibit or interfere  with the Company  retaining  any  investment
banker or corporate  financial  advisor it chooses at its sole discretion at any
time.

[13] Waiver of Breach. The waiver by a party hereto of a breach of any provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach of this Agreement.

[14] Assignment. Except as otherwise provided herein, the rights and benefits of
the parties  contained  in this  Agreement  shall inure to the benefit of and be
binding   upon   the   successors,   assigns,   administrators,   and   personal
representatives of the parties hereto.  Consultant's duties under this Agreement
can be delegated to third parties who agree to act in accordance  with the terms
and conditions of this Agreement.


                                                                    page 6 of 11
<PAGE>


[15] Compliance with Law. During the term, the Consultants shall comply with all
laws  and  regulations  applicable  to the  Consultants  in the  conduct  of its
business and performance of its obligations hereunder.  The Agreement is subject
to the jurisdiction of and laws of the State of New York.

[16] No Oral Change:  Waiver. This Agreement may only be changed,  modified,  or
amended in writing by the mutual consent of the parties  hereto.  The provisions
of this  Agreement  may only be  waived  in or by  writing  signed  by the party
against whom enforcement of any waiver is sought.

[17] Severability. If any provision of this Agreement shall be held or deemed to
be,  or  shall  in fact be,  inoperative  or  unenforceable  as  applied  in any
particular  case because it  conflicts  with any other  provision or  provisions
hereof,  or any other  provision or provisions  hereof,  or any  constitution or
statute or rule of public policy,  or for any other reason,  such  circumstances
shall not have the effect of rendering the provision in question  inoperative or
unenforceable  to any  extent  whatsoever.  The  invalidity  of any  one or more
phrases, sentences, clauses, sections or subsections of this Agreement shall not
affect the remaining portions of this Agreement.

[18]  Interpretation.   Each  of  the  parties  acknowledge  that  it  has  been
represented by  independent  counsel of its choice  throughout all  negotiations
that have preceded the execution of this Agreement, and that it has executed the
same with consent and upon the advice of said  independent  counsel.  Each party
and its counsel cooperated in the drafting and preparation of this Agreement and
the documents  referred to herein, and any and all drafts relating thereto shall
be deemed the work product of the parties and may not be  construed  against any
party by reason of its preparation.  Accordingly, any rule of law, including but
not limited to any decision that would require interpretation of any ambiguities
in this Agreement against the party that drafted it, is of no application and is
hereby expressly waived.  The provisions of this Agreement shall be construed as
a whole and in accordance  with its fair meaning to affect the intentions of the
parties and this Agreement.

IN WITNESS WHEREOF,  the parties hereto have agreed,  accepted and executed this
Agreement on March 10, 2005:


         JANEL WORLD TRADE, LTD.


By: /s/James N. Jannello
    ------------------------------------
       James N. Jannello, Chairman & CEO


                                                                    page 7 of 11
<PAGE>


         STRATEGIC GROWTH INTERNATIONAL, INC.


By: /s/Richard Cooper
    ---------------------------
       Richard Cooper, Chairman


                                                                    page 8 of 11
<PAGE>



                                   SCHEDULE A

                                                                  March 10, 2006

Janel World Trade, Ltd.
150-14 132nd Avenue
Jamaica, NY 11434

       Re: Lock-Up Agreement for Shares of the $.001 Par Value Common Stock of
           -------------------------------------------------------------------
           Janel World Trade, Ltd. Being Issued Pursuant to the
           -----------------------------------------------------
           Agreement with Strategic Growth International, Inc.
           ---------------------------------------------------

Gentlemen:

      Pursuant to, and in  consideration  for, the  Financial  Public & Investor
Relations Agreement dated as of October 3, 2005 (the "Agreement") by and between
Janel World Trade, Ltd. ("Janel"), a Nevada corporation with its principal place
of business at 150-14 132nd Avenue,  Jamaica, NY 11434,  Jamaica,  NY, Strategic
Growth  International,  Inc. ("SGI"), a Delaware  corporation with its principal
place of business at 150 East 52nd Street,  NY 10022, SGI hereby agrees that for
a period  from this date to February 1, 2007 (the  "Lock-Up  Period"),  SGI will
not, directly or indirectly,  offer, sell, transfer, pledge, assign, hypothecate
or  otherwise  encumber or dispose of (either  pursuant to Rule 144 of the rules
and  regulations  issued under the  Securities  Act of 1933, or  otherwise)  any
interest in the Shares of the $.001 par value  common  stock of Janel as defined
in  Section  [5][b] of the  Agreement  which the  undersigned  owns of record or
beneficially.

      Notwithstanding the provisions of this Lock-Up Agreement,  the undersigned
shall have the right to transfer Shares to Karl Birkenfeld,  Westcap Securities,
Inc.,  family trusts and registered  charities,  provided that those transferred
Shares (the  "Transferred  Shares")  remain  subject to  restrictions  described
herein from further sale,  transfer or hypothecation until the expiration of the
Lock-Up Period.

      In order to enable  effective  enforcement  the provisions of this Lock-Up
Agreement,  the  undersigned  hereby  consents  to the  placing  of  appropriate
restrictive  legends and  stop-transfer  instructions with the transfer agent of
Janel's securities with respect to the Shares subject to this Lock-Up Agreement.

      This Lock-Up  Agreement  shall be governed by,  construed  and enforced in
accordance  with the terms and provisions of the Agreement,  and the laws of the
State of New York  without  giving  effect to choice of law or  conflict of laws
principles.

                                     Strategic Growth International, Inc.


                                     By /s/ Richard Cooper
                                           ----------------------------
                                          Richard E. Cooper, Chairman and
                                          Chief Executive Officer


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51075.doc;1
                                   SCHEDULE B

                         REGISTRATION RIGHTS PROVISIONS

      1.    Definitions. The following terms have the following meanings:

            (a) "Act" means the Securities Act of 1933, "Exchange Act" means the
Securities  Exchange  Act of 1934,  and the  respective  rules  and  regulations
promulgated under the Act and the Exchange Act.

            (b)  "Commission"  means the United States  Securities  and Exchange
Commission.

            (c) "Registrable  Securities" means the Shares of Janel World Trade,
Ltd. (the "Company")  $.001 par value common stock owned by the "Holder," as set
forth  in the  Janel  subscription  agreement  of the  Holder,  to  which  these
provisions are attached.

            (d)  "Registration,"  "register" and like words mean compliance with
all of  the  laws,  rules  and  regulations  (federal,  state  and  local),  and
provisions  of  agreements  and  corporate  documents  pertaining  to the public
offering  of  securities,  including  registration  of any  public  offering  of
securities on any form under the Act.

      Piggyback  Registration.  At any time prior to (date to come), the Company
shall advise Holder by written notice at least ten (10) days prior to the filing
of any  registration  statement  under  the  Act by the  Company  (other  than a
registration  statement on Form S-4, Form S-8 or subsequent  similar forms), and
will upon the provision of written notice from Holder as described below include
in any such registration statement (the "Initial Registration") such information
as may be required to permit a public  offering  of the  Registrable  Securities
desired to be  registered  by  Holder.  If Holder  desires  to have  Registrable
Securities  included in such registration  statement,  the Holder must so advise
the  Company  in  writing  within ten (10) days after the date of receipt of the
Company's  notice  of  registration,  setting  forth the  amount of  Registrable
Securities for which registration is requested;  provided,  however, that if the
sole underwriter or managing  underwriters advise the Company that the inclusion
in the  offering of  securities  proposed to be sold by Holder  would  adversely
affect the  ability of the Company to complete  the  offering,  then the Company
shall have the right to reduce the number of Shares for which  Holder is seeking
Registration  on a pro rata basis with all other  selling  shareholders  seeking
Registration in any such registration statement.  The Company shall use its best
efforts to cause such registration statement to be filed and to become effective
and, for a period of six (6) consecutive  months from the date such registration
statement  is  declared  effective  by the  Commission  and to keep  current the
prospectus included in such registration statement, either through the filing of
periodic reports under the Exchange Act, or by filing post-effective  amendments
to the  registration  statement,  so as to permit the public sale of the Shares.
Prior to executing any sales of the Shares, Holder will confirm with the Company
that the Prospectus included in the Initial  Registration is up-to-date and that
such Shares may be lawfully sold.

      2.  Information  to be  Furnished by Holder.  Holder shall  furnish to the
Company in writing all information  within its possession or knowledge  required
by the applicable  rules and regulations of the Commission and by any applicable
state securities or Blue Sky Laws concerning Holder, the proposed method of sale
or other  disposition of the shares of Common Stock being sold by Holder in such
offering,  and the  identity  of and  compensation  to be  paid to any  proposed
underwriter or underwriters to be employed in connection with such offering.


                                                                   page 10 of 11
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      3. Costs and  Expenses.  The Company  shall pay all costs and  expenses in
connection with the Registration;  provided, however, that Holder shall bear the
fees and expenses of their own counsel and accountants and any selling  expenses
relating to Registrable Shares registered on behalf of Holder in connection with
such offering,  including without limitation,  any transfer taxes,  underwriting
discounts or commissions.

      5. Notices.  All notices and other  communications  must be in writing and
shall be deemed to have been given on the same day when personally  delivered or
sent by  confirmed  facsimile  transmission  or on the  next  business  day when
delivered by receipted  courier service or on the third business day when mailed
with  sufficient  postage,  certified  mail,  return receipt  requested,  to the
following  addresses:  (a) if to the Company, to Janel World Trade, Ltd., 150-14
132nd  Avenue,  Jamaica,  NY 11434,  tel.  (718)  527-3800,  Attention  James N.
Jannello,  Executive  Vice  President;  and (b) if to  Holder,  at the  Holder's
address in the  subscription  agreement,  or to such other  address as it may be
changed from time to time on the books of the Company by written notice.  Copies
of all notices to the Company shall be simultaneously given to William J. Davis,
Esq.,  Scheichet & Davis,  P.C.,  767 Third  Avenue - 24th Floor,  New York,  NY
10017,  fax  (212)  371-7634,  e-mail  william@scheichetdavis.com.  Each  person
receiving notice may from time to time change the address to which notices to it
are to be delivered or mailed hereunder by notice in writing.

      7. Governing Law.  Registration  Rights shall be governed by and construed
and enforced in accordance with the laws of the State of New York without giving
effect to the choice of law or conflict of laws  principles.  The New York state
and federal courts in New York shall have jurisdiction over any and all disputes
arising out of or relating to the Registration Rights.


                                     - END -


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