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                           AMENDED UCBH HOLDINGS, INC.

                             1998 STOCK OPTION PLAN


1.       DEFINITIONS.

         (a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member or (ii) an unincorporated trade or
business which is under common control with the Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).

         (b) "Alternate Option Payment Mechanism" refers to one of several
methods available to a Participant to fund the exercise of a stock option set
out in Section 13 hereof. These mechanisms include: broker assisted cashless
exercise and stock for stock exchange.

         (c) "Award" means a grant of one or some combination of one or more
Non-statutory Stock Options, Incentive Stock Options and Option related rights
under the provisions of this Plan.

         (d) "Bank" means United Commercial Bank.

         (e) "Board of Directors" or "Board" means the board of directors of the
Company.

         (f) "Change in Control" means a change in control of the Bank or the
Company of a nature that; (i) would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); or (ii) results in a Change in Control within the
meaning of the Home Owners' Loan Act of 1933, as amended ("HOLA") and the Rules
and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its
predecessor agency), as in effect on the date hereof (provided, that in applying
the definition of change in control as set forth under such rules and
regulations the Board shall substitute its judgment for that of the OTS); or
(iii) without limitation such a Change in Control shall be deemed to have
occurred at such time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Bank or the Company, representing 25% or more of the Bank's or Company's
outstanding securities except for any securities of the Bank purchased by the
Company formed by the Bank for that purpose in connection with the
reorganization of the Bank and any securities purchased by any tax qualified
employee benefit plan of the Bank or Company; or (B) individuals who constitute
the Board on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Company's stockholders was approved by the
same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this clause (B), considered as though he were a member of the
Incumbent Board; or (C) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or Company or similar
transaction occurs in which the Bank or Company is not the resulting entity; or
(D) a solicitation of shareholders of the Company, by someone other than the
current management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Bank or Company or similar
transaction with one or more corporations, as a result of which the outstanding
shares of the class of securities then subject to the plan are exchanged for or
converted into cash or property or securities not

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issued by the Bank or Company; or (E) a tender offer is made for 25% or more of
the voting securities of the Bank or Company.

         (g) "Code" means the Internal Revenue Code of 1986, as amended.

         (h) "Committee" means a committee consisting of the entire Board of
Directors or consisting solely of two or more members of the Board of Directors
who are non-employee directors as such term is defined under Rule 16b-3(b)(3)(i)
under the Exchange Act as promulgated by the Securities and Exchange Commission.

         (i) "Common Stock" means the Common Stock of the Company, par value,
$.01 per share or any stock exchanged for shares of Common Stock pursuant to
Section 14 hereof.

         (j) "Company" means UCBH Holdings, Inc.

         (k) "Date of Grant" means the effective date of an Award.

         (l) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Participant to perform the work
customarily assigned to him, or in the case of a Director, to serve on the
Board. Additionally, a medical doctor selected or approved by the Board of
Directors must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Participant's
lifetime.

         (m) "Effective Date" means April 17, 1998, the effective date of the
Plan.

         (n) "Employee" means any person who is currently employed by the
Company or an Affiliate, including officers, but such term shall not include
Outside Directors.

         (o) "Employee Participant" means an Employee who holds an outstanding
Award under the terms of the Plan.

         (p) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (q) "Exercise Price" means the purchase price per share of Common Stock
deliverable upon the exercise of each Option in order for the option to be
exchanged for shares of Common Stock.

         (r) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the high and low bid prices of the
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the New York Stock Exchange ("NYSE") or
the American Stock Exchange ("AMEX") (as published by the Wall Street Journal,
if published) on such date or if the Common Stock was not traded on such date,
on the next preceding day on which the Common Stock was traded thereon or the
last previous date on which a sale is reported. If the Common Stock is not
reported on the NASDAQ, AMEX or the NYSE, the Fair Market Value of the Common
Stock is the value so determined by the Board in good faith.

         (s) "Incentive Stock Option" means an Option granted by the Committee
to a Participant, which Option is designated by the Committee as an Incentive
Stock Option pursuant to Section 7 hereof and is intended to be such under
Section 422 of the Code.

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         (t) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 8 hereof.

         (u) "Non-statutory Stock Option" means an Option granted by the
Committee to a Participant pursuant to Section 6 hereof, which is not designated
by the Committee as an Incentive Stock Option or which is redesignated by the
Committee under Section 7 as a Non-Statutory Stock Option.

         (v) "Option" means the right to buy a fixed amount of Common Stock at
the Exercise Price within a limited period of time designated as the term of the
option as granted under Section 6 or 7 hereof.

         (w) "Outside Director" means a member of the Board of Directors of the
Company or its Affiliates, who is not also an Employee.

         (x) "Outside Director Participant" means an Outside Director who holds
an outstanding Award under the terms of the Plan.

         (y) "Participant" means any Employee or Outside Director who holds an
outstanding Award under the terms of the Plan.

         (z) "Retirement" with respect to an Employee Participant means
termination of employment which constitutes retirement under any tax qualified
plan maintained by the Bank or the Company. However, "Retirement" will not be
deemed to have occurred for purposes of this Plan if a Participant continues to
serve on the Board of Directors of the Company or its Affiliates even if such
Participant is receiving retirement benefits under any retirement plan of the
Bank or the Company. With respect to an Outside Director Participant
"Retirement" means the termination of service from the Board of Directors of the
Company or its Affiliates following written notice to the Board as a whole of
such Outside Director's intention to retire or retirement as determined by the
Bank (or the Company's) bylaws, or by reaching age 65, except that an Outside
Director shall not be deemed to have retired for purposes of the Plan in the
event he continues to serve as a consultant to the Board or as an advisory
director.

         (aa) "Termination for Cause" shall mean, in the case of an Outside
Director, removal from the Board of Directors, or, in the case of an Employee,
termination of employment, in both such cases as determined by the Board of
Directors, because of an act or acts of gross misconduct, willful neglect of
duties or commission of a felony or equivalent violation of law. No act, or the
failure to act, on Participant's part shall be "willful" unless done, or omitted
to be done, not in good faith and without reasonable belief that the action or
omission was in the best interest of the Bank or one of its Affiliates.

2.       ADMINISTRATION.

         (a) The Plan as regards Awards to employees of the Company or its
Affiliates, shall be granted and administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to grant awards to Employees
and Outside Directors and to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it deems
necessary or advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all Participants in the Plan and on
their legal representatives and beneficiaries.

         (b) Awards to Outside Directors shall be granted and administered by
the Committee, pursuant to the terms of this Plan.

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3.       TYPES OF AWARDS AND RELATED RIGHTS.

         The following Awards and related rights as described in Sections 6
through 11 hereof may be granted under the Plan:

         (a)      Non-statutory Stock Options;
         (b)      Incentive Stock Options;
         (c)      Limited Rights

4.       STOCK SUBJECT TO THE PLAN.

         Subject to adjustment as provided in Section 14, the maximum number of
shares reserved for Awards under the Plan is 933,333 shares of the Common Stock.
These shares of Common Stock may be either authorized but unissued shares or
authorized shares previously issued and reacquired by the Company. To the extent
that Awards are granted under the Plan, the shares underlying such Awards will
be unavailable for any other use including future grants under the Plan except
that, to the extent that Awards terminate, expire, are forfeited or are canceled
without having been exercised (in the case of Limited Rights, exercised for
cash), new Awards may be made with respect to these shares.

5.       ELIGIBILITY.

         Subject to the terms herein all Employees and Outside Directors shall
be eligible to receive Awards under the Plan.

6.       NON-STATUTORY STOCK OPTIONS.

         The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Non-statutory Stock Options to Employees and Outside Directors and, upon
such terms and conditions as the Committee may determine, grant Non-statutory
Stock Options in exchange for and upon surrender of previously granted Awards
under this Plan. Non-statutory Stock Options granted under this Plan are subject
to the following terms and conditions:

         (a) Exercise Price. The Exercise Price of each Non-statutory Stock
Option shall be determined by the Committee on the date the option is granted.
Such Exercise Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant. Shares may be purchased only upon full
payment of the Exercise Price or upon operation of an Alternate Option Payment
Mechanism set out in Section 9 hereof.

         (b) Terms of Options. The term during which each Non-statutory Stock
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more than
10 years from the Date of Grant. The Committee shall determine the date on which
each Non-statutory Stock Option shall become exercisable. The shares comprising
each installment may be purchased in whole or in part at any time during the
term of such Option after such installment becomes exercisable. The Committee
may, in its sole discretion, accelerate the time at which any Non-statutory
Stock Option may be exercised in whole or in part. The acceleration of any
Non-statutory Stock Option under the authority of this paragraph creates no
right, expectation or reliance on the part of any other Participant or that
certain Participant regarding any other unaccelerated Non-statutory Stock
Options.

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<PAGE>

         (c) Termination of Employment or Service. Upon the termination of a
Participant's employment or service in the event of Disability, death or Change
in Control, all Non-statutory Stock Options shall immediately vest and be
exercisable for one year after such termination. In the event of Termination for
Cause or termination of a Participant's employment or service for any other
reason including voluntary resignation, all Non-statutory Stock Options shall be
exercisable for a period of one year only as to those options which have vested
as of the date of the Participant's termination of employment or service. Any
unvested Non-statutory Stock Options shall become null and void and shall not be
exercisable by or delivered to the Participant after such date of termination.

7.       INCENTIVE STOCK OPTIONS.

         The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Incentive Stock Options to Employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and conditions:

         (a) Exercise Price. The Exercise Price of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant. However, if at the time an Incentive Stock Option is granted to a
Participant, the Participant owns Common Stock representing more than 10% of the
total combined voting securities of the Bank (or, under Section 424(d) of the
Code, is deemed to own Common Stock representing more than 10% of the total
combined voting power of all classes of stock of the Bank, by reason of the
ownership of such classes of stock, directly or indirectly, by or for any
brother, sister, spouse, ancestor or lineal descendent of such Participant, or
by or for any corporation, partnership, estate or trust of which such
Participant is a shareholder, partner or beneficiary), ("10% Owner"), the
Exercise Price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Date of Grant. Shares may be purchased only upon payment
of the full Exercise Price or upon operation of an Alternate Option Payment
Mechanism set out in Section 9 hereof.

         (b) Amounts of Options. Incentive Stock Options may be granted to any
Employee in such amounts as determined by the Committee; provided that the
amount granted is consistent with the terms of Section 422 of the Code. In the
case of an option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the Option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. The provisions of this
Section 7(b) shall be construed and applied in accordance with Section 422(d) of
the Code and the regulations, if any, promulgated thereunder. To the extent an
award under this Section 7 exceeds this $100,000 limit, the portion of the
Options in excess of such limit shall be deemed a Non-statutory Stock Option.
The Committee shall have discretion to redesignate Options granted as Incentive
Stock Options as Non-Statutory Stock Options. Such redesignation shall not be
deemed to be a new grant or a regrant of such Options. Such Non-statutory Stock
Options shall be subject to Section 6 hereof.

         (c) Terms of Options. The term during which each Incentive Stock Option
may be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to a
Participant who is a 10% Owner, the Incentive Stock Option granted to such
Employee Participant shall not be exercisable after the expiration of five years
from the Date of Grant. No Incentive Stock Option granted under this Plan is
transferable except by will or the laws of descent and distribution and is
exercisable in his lifetime only by the Employee Participant to whom it is
granted.

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         The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable. The shares comprising each installment may be
purchased in whole or in part at any time during the term of such option after
such installment becomes exercisable. The Committee may, in its sole discretion,
accelerate the time at which any Incentive Stock Option may be exercised in
whole or in part. The acceleration of any Incentive Stock Option under the
authority of this paragraph creates no right, expectation or reliance on the
part of any other Participant or that certain Participant regarding any other
unaccelerated Incentive Stock Options.

         (d) Termination of Employment. Upon the termination of a Participant's
employment or service in the event of Disability, Retirement, death or Change in
Control, all Incentive Stock Options shall immediately vest and be exercisable
for one year after such termination. In the event of Termination for Cause or
termination of a Participant's employment or service for any other reason
including voluntary resignation , all Incentive Stock Options shall be
exercisable for a period of one year only as to those options which have vested
as of the date of the Participant's termination of employment or service. Any
unvested Incentive Stock Options shall become null and void and shall not be
exercisable by or delivered to the Participant after such date of termination.

         (e) Compliance with Code. The Options granted under this Section are
intended to qualify as incentive stock options within the meaning of Section 422
of the Code, but the Company makes no warranty as to the qualification of any
option as an incentive stock option within the meaning of Section 422 of the
Code. All Options that do not so quality shall be treated as Non-statutory Stock
Options.

8.        LIMITED RIGHTS.

         Simultaneously with the grant of any Option to an Employee, the
Committee may grant a Limited Right with respect to all or some of the shares
covered by such Option. Limited Rights granted under this Plan are subject to
the following terms and conditions:

         (a) Terms of Rights. In no event shall a Limited Right be exercisable
in whole or in part before the expiration of six months from the Date of Grant
of the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control.

         The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the Exercise Price of the
underlying Option.

         Upon exercise of a Limited Right, the underlying Option shall cease to
be exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the purchase price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.

         (b) Payment. Upon exercise of a Limited Right, the holder shall
promptly receive from the Company an amount of cash or some other payment option
found in Section 12, equal to the difference between the Exercise Price of the
underlying option and the Fair Market Value of the Common Stock subject to the
underlying Option on the date the Limited Right is exercised, multiplied by the
number of shares with respect to which such Limited Right is being exercised.
Payments shall be less an applicable tax withholding as set forth in Section 15.

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9.       ALTERNATE OPTION PAYMENT MECHANISM

         The Committee has sole discretion to determine what form of payment it
will accept for the exercise of an Option. The Committee may indicate acceptable
forms in the Award Agreement covering such Options or may reserve its decision
to the time of exercise. No Option is to be considered exercised until payment
in full is accepted by the Committee or its agent.

         (a) Cash Payment. The exercise price may be paid in cash or by
certified check.

         (b) Borrowed Funds. To the extent permitted by law, the Committee may
permit all or a portion of the exercise price of an Option to be paid through
borrowed funds.

         (c) Exchange of Common Stock.

                  (i) The Committee may permit payment by the tendering of
previously acquired shares of Common Stock. This includes the use of "pyramiding
transactions" whereby some number of Options are exercised. The shares gained
through the exercise are then tendered back to the Bank as payment for some
other number of Options. This transaction may be repeated as needed to exercise
all of the Options available.

                  (ii) Any shares of Common Stock tendered in payment of the
exercise price of an Option shall be valued at the Fair Market Value of the
Common Stock on the date prior to the date of exercise.

10.      RIGHTS OF A SHAREHOLDER

         No Participant shall have any rights as a shareholder with respect to
any shares covered by an Option until the date of issuance of a stock
certificate for such shares. Nothing in this Plan or in any Award granted
confers on any person any right to continue in the employ or service of the
Company or its Affiliates or interferes in any way with the right of the Company
or its Affiliates to terminate a Participant's services as an officer or other
employee at any time.

11.      NON-TRANSFERABILITY

         Except to the extent permitted or restricted by the Code, the rules
promulgated under Section 16(b) of the Exchange Act or any successor statutes or
rules:

                  (i) The recipient of an Award shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the Award until full
vesting of such shares has occurred. For purposes of this section, the
separation of beneficial ownership and legal title through the use of any "swap"
transaction is deemed to be a prohibited encumbrance.

                  (ii) Unless determined otherwise by the Committee and except
in the event of the Participant's death or pursuant to a domestic relations
order, an Award is not transferable and may be earned in his lifetime only by
the Participant to whom it is granted. Upon the death of a Participant, an Award
is transferable by will or the laws of intestate succession. The designation of
a beneficiary does not constitute a transfer.

                  (iii) If a recipient of an Award is subject to the provisions
of Section 16 of the Exchange Act, shares of Common Stock subject to such Award
may not, without the written consent of the Committee (which consent may be
given in the Stock Award Agreement), be sold or otherwise disposed of within six
months following the date of grant of the Award.

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12.      AGREEMENT WITH GRANTEES.

         Each Award will be evidenced by a written agreement, executed by the
Participant and the Company or its Affiliates that describes the conditions for
receiving the Awards including the date of Award, the Exercise Price, the terms
or other applicable periods, and other terms and conditions as may be required
or imposed by the Plan, the Committee, the Board of Directors, tax law
considerations or applicable securities law considerations.

13.      DESIGNATION OF BENEFICIARY.

         A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any Award to which the
Participant would then be entitled. Such designation will be made upon forms
supplied by and delivered to the Company and may be revoked in writing. If a
Participant fails effectively to designate a beneficiary, then the Participant's
estate will be deemed to be the beneficiary.

14.      DILUTION AND OTHER ADJUSTMENTS.

         In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Company, the Committee will make such
adjustments to previously granted Awards, to prevent dilution or enlargement of
the rights of the Participant including any or all of the following:

         (a)      adjustments in the aggregate number or kind of shares of
                  Common Stock that may underlie future Awards under the Plan;

         (b)      adjustments in the aggregate number or kind of shares of
                  Common Stock underlying Awards already made under the Plan;

         (c)      adjustments in the purchase price of outstanding Incentive
                  and/or Non-statutory Stock Options, or any Limited Rights
                  attached to such Options.

         No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award. All awards
under this Plan shall be binding upon any successors or assigns of the Company.

15.      TAX WITHHOLDING.

         Awards under this Plan shall be subject to tax withholding to the
extent required by any governmental authority. Any withholding shall comply with
Rule 16b-3, if applicable, or any amendment or successor rule. Shares of Common
Stock withheld to pay for tax withholding amounts shall be valued at their Fair
Market Value on the date the Award is deemed taxable to the Participant.

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16.      AMENDMENT OF THE PLAN.

         The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect, prospectively or retroactively; provided
however, that provisions governing grants of Incentive Stock Options, unless
permitted by the rules and regulations or staff pronouncements promulgated under
the Code, shall be submitted for shareholder approval to the extent required by
such law, regulation or interpretation.

         Failure to ratify or approve amendments or modifications by
shareholders shall be effective only as to the specific amendment or
modification requiring such ratification. Other provisions, sections, and
subsections of this Plan will remain in full force and effect.

         No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award without the written permission of such
Participant.


17.      EFFECTIVE DATE OF PLAN.

         The Effective Date of the Plan shall be April 17, 1998.

18.      TERMINATION OF THE PLAN.

         The right to grant Awards under the Plan will terminate upon the
earlier of ten (10) years after the Effective Date of the Plan or the exercise
of Options, or related Limited Rights equivalent to the maximum number of shares
reserved under the Plan as set forth in Section 4. The Board of Directors has
the right to suspend or terminate the Plan at any time, provided that no such
action will, without the consent of a Participant or Outside Director
Participant, adversely affect his vested rights under a previously granted
Award.

19.      APPLICABLE LAW.

         The Plan will be administered in accordance with the laws of the State
of Delaware to the extent not superseded by federal law.

20.      SUCCESSORS AND ASSIGNS.

         All awards under this Plan shall be binding upon any successors or
assigns of the Company including any holding company that may be formed by the
Company.

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21.      DELEGATION OF AUTHORITY.

         The Committee may delegate all authority for: the determination of
forms of payment to be made by or received by the Plan; the execution of Award
Agreements; the determination of Fair Market Value; the determination of all
other aspects of administration of the Plan to the executive officer(s) of the
Company. The Committee may rely on the descriptions, representations, reports
and estimates provided to it by the management of the Company for determinations
to be made pursuant to the Plan.



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