**EXHIBIT
      10.5**




**EMPLOYMENT
      AGREEMENT**




This
      Employment Agreement ( this
      “Agreement”), dated as of the 29 th day of
      September, 2005, between VendingData Corporation, a Nevada corporation (together
      with its successors or assigns as permitted under this Agreement, the
“Company”), and Arnaldo Galassi, an individual (the “Executive”).




**RECITALS**




The
      Company desires to employ the Executive and enter into this Agreement embodying
      the terms of such employment and the Executive desires to enter into this
      Agreement and to accept such employment.




In
      consideration of the mutual covenants and for other good and valuable
      consideration, the Company and the Executive (individually a “Party” and
      together the “Parties”) agree as follows:




**Definitions**




(a) *“Base
      Salary”* shall
      mean the salary provided for in Section 0 below
      subject to such increases as may be made from time to time.




(b) *“Cause”* shall
      mean:




(i)  the
      conviction of (including any act as a result of pleading nolo contendere) or
      entry of judgment against the Executive by a civil or criminal court of
      competent jurisdiction of a felony, or any other offense or wrongdoing involving
      embezzlement, fraud, misappropriation of funds, any act of moral turpitude
      or
      dishonesty;




(ii)  the
      indictment of the Executive by a state or federal grand jury or the filing
      of a
      criminal complaint or information for a felony, or any other offense involving
      embezzlement, fraud, misappropriation of funds, any act of moral turpitude
      or
      dishonesty, unless such indictment or filing is dismissed within one hundred
      eighty (180) days from the date of such indictment or filing.  The Board
      may elect to suspend and extend the Term of Employment by such one hundred
      eighty (180) day period or the number of days actually taken by the Executive
      to
      dismiss such indictment or filing, whichever is less; provided that the
      Executive notifies the Company in writing that the Executive intends to contest
      in good faith such indictment or filing and pursues the dismissal of such
      indictment or filing with reasonable diligence.  During such period
      of
      suspension, Executive may be relieved of duties, but shall be entitled to
      receive Base Salary;




(iii)  the
      written confession by the Executive of embezzlement, fraud, misappropriation
      of
      funds, any act of moral turpitude or dishonesty or acts constituting a
      felony;




(iv)  the
      finding by a court of competent jurisdiction in a criminal or civil action
      or by
      the U.S. Securities and Exchange Commission or state blue sky agency in an
      administrative proceeding that the Executive has willfully violated any federal
      or state securities law;









(v)  the
      engagement by the Executive in willful and continued misconduct, or the
      Executive’s willful and continued failure to substantially perform the
      Executive’s obligations;




(vi)  the
      use
      by the Executive of alcohol or any controlled substance to an extent that it
      interferes, in the sole discretion of the Board, on a continuing and material
      basis with the performance of the Executive’s duties under the
      Agreement;




(vii)  the
      willful, unauthorized disclosure by the Executive of Confidential Information,
      as defined in Section 12, concerning the Company or any Subsidiary,
      unless
      such disclosure was (A) believed in good faith by the Executive to be
      appropriate in the course of properly carrying out duties under the Agreement,
      or (B) required by an order of a court having jurisdiction over the
      subject
      matter or a summons, subpoena or order in the nature thereof of any legislative
      body (including any committee thereof) or any governmental or administrative
      agency;




(viii)  performance
      of services by the Executive, other than in the course of properly carrying
      out
      his or her duties under the Agreement and as otherwise provided herein, for
      any
      other corporation or person that competes with the Company while the Executive
      is employed by the Company




(ix)  misconduct
      in connection with the performance of any of Executive's duties, including,
      without limitation, misappropriation of funds or property of the Company,
      securing or attempting to secure personally any profit in connection with any
      transaction entered into on behalf of the Company, misrepresentation to the
      Company, or any violation of law or regulations on Company premises or to which
      the Company is subject;




(x)  commission
      by Executive of an act involving moral turpitude, dishonesty, theft or unethical
      business conduct, or conduct which impairs or injures the reputation of, or
      harms, the Company;




(xi)  disloyalty
      by Executive, including without limitation, aiding a competitor;




(xii)  any
      breach of this Agreement or Company rules; or




(xiii)  any
      other
      bad act or misconduct by Executive;




(c) *“Change
      in Control”* means,
      and shall be deemed to occur upon the happening ofThe acquisition, directly
      or
      indirectly, in a single transaction or a series of related transactions by
      any
      person resulting in the beneficial ownership of 50% or more of the combined
      voting power of the then outstanding voting securities of the Company entitled
      to vote;




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(d)** *“Term
      of Employment”* shall
      mean the initial two-year period specified in Section 0 below
      and if, but only if, automatically renewed as provided in
      Section 0 ,
      shall
      include the period of such renewal.




(e) *“Voting
      Securities”* means
      securities of the Company, the holders of which are entitled to vote for the
      election of directors.




**Term
      of employment**




(a) The
      Company hereby employs the Executive, and the Executive hereby accepts
      employment with the Company, in the position and with the duties and
      responsibilities as set forth in Section 0 below
      for the Term of Employment, subject to the terms and conditions of the
      Agreement.




(b) The
      initial Term of Employment shall commence on October 1 st ,
      2005
      and shall terminate on September 30, 2007, unless terminated earlier as provided
      in Section 8; provided that the Term of Employment shall automatically
      renew for successive one-year periods unless (i) it has sooner terminated
      as provided in Section 8 or (ii) either party has notified the
      other
      in writing at least thirty (30) days prior to the otherwise scheduled expiration
      of the Term of Employment that such Term of Employment shall not so
      renew.




**Position,
      duties and authorities**




During
      the Term of Employment, the Executive shall be employed as the Vice President
      and Chief Financial Officer of the Company. Subject to supervision and in
      accordance with the policies and directives established by the Chief Executive
      Officer, the Executive’s duties and responsibilities shall include those duties
      set forth on Exhibit ‘A’, attached hereto, and such other duties,
      responsibilities and authorities customarily associated with such positions.




**Base
      salary**




During
      the Term of Employment, the Executive shall be paid by the Company a Base Salary
      payable no less frequently than in equal monthly installments at an annualized
      rate of $150,000.00; subject to increase as may be determined by the Company
      within its sole discretion.




**Options**




Executive
      will receive options (“Options”) to purchase 150,000 shares of the Company’s
      common stock at an exercise price of $1.34 per share, which options shall be
      exercisable upon a Change in Control, and which Options vest upon a Change
      in
      Control. Except for any conflicting provisions in this Agreement, which shall
      prevail, the Options shall be issued under and governed by the terms of the
      Company’s 1999 Stock Option Plan. These Options are intended to benefit
      Executive upon a Change in Control, and are in addition to stock options already
      granted to Executive in connection with Executive’s employment.




**Bonus**




The
      Executive will be entitled to receive a performance-based bonus of up to 50%
      of
      the Executive’s annual Base Salary for the calendar year commencing January 1,
      2006 and for each calendar year during the remainder of the Term of Employment.
      The performance bonus shall be subject to the Executive’s satisfaction of
      certain performance goals determined by the Chief Executive Officer. Prior
      to
      January 1, 2006 and the commencement of each calendar year thereafter during
      the
      remainder of the Term of Employment, the Chief Executive Officer shall
      determine, in that officer’s sole and absolute discretion, the performance goals
      for the Executive and deliver a written description of those goals to Executive.
      The written description shall be incorporated into and become a part of this
      Agreement. All payments of bonuses earned during any calendar year shall be
      due
      and payable no later than March 31 st of the
      following year. The determination of whether the Executive has satisfied the
      performance goals shall be made by the Board of Directors in its reasonable
      discretion.




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**Employee
      benefit programs**




During
      the Term of Employment, the Executive and his dependents shall be entitled
      to
      participate in, at the Company’s expense, whatever employee benefit plans the
      Company endorses to obtain, if any, such as medical, surgical, hospitalization,
      dental and visual insurance coverage. The Company will pay all expenses for
      these insurance program(s) or plan(s).




**Termination
      of employment**




(a) *Termination
      by the Company for Cause* .
      At any
      time after learning of an event constituting Cause, the Company may elect to
      give the Executive written notice of its intention to terminate for Cause,
      specifying in such notice the event forming the basis for Cause. Termination
      shall be effective immediately upon delivery of notice hereunder. In the event
      the Executive’s employment is terminated by the Company for Cause, the Executive
      shall be entitled only to:




(i) Base
      Salary, at the rate in effect at the time of termination, accrued and payable
      through the date of termination of employment;




(ii) reimbursement
      for expenses incurred but not yet reimbursed by the Company; and




(iii) any
      other
      compensation and benefits accrued and to which the Executive is entitled under
      applicable plans, programs and agreements of the Company as of the date of
      termination of employment.




The
      Executive’s entitlement to the foregoing shall be without prejudice to the right
      of the Company to claim or sue for any damages or other legal or equitable
      remedy to which the Company may be entitled as a result of such Cause; provided,
      however, that offset shall not be available to the Company in any
      event.




(b) *Termination
      Without Cause* .
      In the
      event the Executive’s employment is terminated by the Company without Cause
      (which shall not include a termination pursuant to Section 8(a)), the
      Executive shall be entitled only to those items described in the subsections
      (i)
      through (vi) below. Termination Without Cause shall be effective immediately,
      unless a later date is stated, upon delivery of a written notice of such
      termination from the Company to the Executive.




(i) Base
      Salary, at the rate in effect at the time of termination, accrued and payable
      through the date of termination of employment;




(ii) an
      amount
      equal to the greater of (a) the Base Salary owing over the balance of the term
      of this agreement or (b) 12 months’ Base Salary (Base Salary as used in this
      section shall be determined at the rate of compensation in effect as of the
      date
      of termination Without Cause) (the “Base Salary Termination
      Payment”);




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(iii) in
      lieu
      of any bonus under Section 6, an amount equal to 50% of the Base Salary
      Termination Payment;




(iv) reimbursement
      for expenses incurred but not yet reimbursed by the Company;




(v) any
      amounts due to the Executive under Section 9; and




(vi) any
      other
      compensation and benefits accrued and to which the Executive is entitled under
      applicable plans, programs and agreements of the Company as of the date of
      Termination Without Cause.




(c) *Voluntary
      Termination* .
      A
“Voluntary Termination” shall mean a termination of employment by the Executive
      on his own initiative other than a termination under Section 0 (a)
      or 0 (b).
      In
      the event of a Voluntary Termination, the Executive shall be entitled only
      to:




(i) Base
      Salary, at the rate in effect at the time of termination, accrued and payable
      through the date of termination of employment;




(ii) reimbursement
      for expenses incurred but not yet reimbursed by the Company; and




(iii) any
      other
      compensation and benefits accrued and to which the Executive is entitled under
      applicable plans, programs and agreements of the Company.




A
      Voluntary Termination shall not, solely due to a Voluntary Termination, be
      deemed a breach of this Agreement and shall be effective upon the expiration
      of
      30 days after written notice is delivered to the Company, unless another period
      of time is agreed to in writing by the Parties.




(d) *No
      Mitigation; No Offset* .
      In the
      event of any termination of the Executive’s employment under the Agreement
      without Cause, the Executive shall be under no obligation to seek other
      employment, and there shall be no offset against amounts due the Executive
      under
      the Agreement on account of any remuneration attributable to any subsequent
      employment that the Executive may obtain.




(e) *Nature
      of Payments* .
      Any
      amounts due the Executive under the Agreement in the event of any termination
      of
      employment with the Company are in the nature of severance payments, or
      liquidated damages which contemplate both direct damages and consequential
      damages that the Executive may suffer as a result of the termination of
      employment, or both, and are not in the nature of a penalty.




**Payments
      in case of change in control**




Upon
      a
      Change in Control, as such term is defined herein, and in addition to any other
      payments to which Executive is entitled under Section 8 or any other provision
      of this Agreement, Executive shall be entitled to:




(i) an
      amount
      equal to 12 months’ Base Salary in effect as of the effective date of the Change
      in Control; and




(ii) an
      amount
      equal to 50% of the annual Base Salary in effect as of the effective date of
      the
      Change in Control.




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**Conditions
      of Entitlement to Payment**




THE
      CONSIDERATION DESCRIBED IN SECTION 8(B)(I) AND (II) AND SECTION 9


ARE
      DUE
      AND OWING IF AND ONLY IF ALL OF THE CONDITIONS SET FORTH


IN
      THIS
      SECTION 10 ARE SATISFIED:




(a) Executive
      must have signed and delivered to the Chairman of the Board of the Company
      upon
      the termination of employment a release in substantially the form attached
      as
      Exhibit B (the “Release”) subject to the timing and effectiveness requirements
      set forth in the Release; Executive must have substantially complied with all
      written contractual obligations owed to the Company, including without
      limitation obligations of Executive under this Agreement. This subpart (a)
      is
      applicable to payments under Section 9 only if prior to the Change in Control
      the Executive has received notice of termination without Cause to take effect
      upon the Change in Control or within 30 days thereafter.




(b) No
      cash
      payments shall be due or owing to Executive under this Agreement if the Company
      is (i) out of compliance with any covenants imposed by its senior lenders and
      such lenders have failed to waive the non-compliance or grant a forbearance,
      or
      (ii) is insolvent, or (iii), in the good faith discretion of the Board of
      Directors of the Company, any such payment or payments, by itself or when
      combined with any other obligations of the Company, would cause the Company
      to
      be out of compliance with such covenants (and the Board of Directors in its
      sole
      judgment has determined that it is unlikely that its senior lenders will waive
      the non-compliance or grant a forbearance) or insolvent. In the event of
      application of (i), (ii) or (iii) above, the cash payment shall be become due
      and owing and shall be paid promptly after the Board of Directors in its good
      faith determines that sections (i), (ii) and (iii) cease to apply.




(c) No
      payments shall have been made previously under this Agreement with regard to
      a
      prior Change in Control.




**Covenant
      not to compete**




In
      the
      event of a termination of this Agreement prior to the scheduled expiration
      of
      the Term of Employment, the Executive shall not, for the remaining Term of
      Employment or 12 months, whichever is longer, engage in competition with the
      Company. For purposes of this Section 11, the Executive shall be engaging
      in competition with the Company if the Executive engages in the manufacture
      of
      playing card shufflers, playing card readers and/or playing card deck setters
      in
      Clark County, Nevada or any other location in which the Company is engaging
      in
      business at the time of the termination of the Executive’s employment, whether
      as an employee, executive, partner, principal, agent, representative,
      stockholder or consultant (other than as a holder of not more than a 10% equity
      interest) or in any other corporate or any capacity, so long as the Company
      is
      engaged in business in the location in question.




**Covenants
      to protect confidential information**




The
      Executive shall not, during the Term of Employment or anytime thereafter,
      without prior written consent of the Company, divulge, publish or otherwise
      disclose to any other person any Confidential Information regarding the Company
      except in the course of carrying out the Executive’s responsibilities on behalf
      of the Company (e.g., providing information to the Company’s attorneys,
      accountants, bankers, etc.) or if required to do so pursuant to the order of
      a
      court having jurisdiction over the subject matter or a summons, subpoena or
      order in the nature thereof of any legislative body (including any committee
      thereof and any litigation or dispute resolution method against the Company
      related to or arising out of this Agreement) or any governmental or
      administrative agency. For this purpose, Confidential Information shall include,
      but is not limited to, the Company’s financial position and results of
      operations, trades secrets and intellectual property, products and product
      development plans, marketing and promotional plans and strategies, customer
      lists and customer data bases. Confidential Information does not include
      information that is generally available to the public other than through a
      breach of the Agreement on the part of the Executive.




-6-




**Non-solicitation**




Except
      with the prior written consent of the Company, Executive shall not solicit
      customers, clients, or employees of the Company or any of its affiliates for
      a
      period of twelve (12) months after the date of the expiration or termination
      of
      this Agreement. Without limiting the generality of the foregoing, Executive
      will
      not, for a period of twelve (12) months after the date of the expiration or
      termination of this Agreement, willfully canvas or solicit any such business
      in
      competition with the business of the Company from any customers of the Company
      with whom Executive had contact during, or of which Executive had knowledge
      solely as a result of, his performance of services for the Company pursuant
      to
      this Agreement. Executive will not, for a period of twelve (12) months after
      the
      date of the expiration or termination of this Agreement, directly or indirectly
      request, induce or advise any customers of the Company with whom Executive
      had
      contact during the term of this Agreement to withdraw, curtail or cancel their
      business with the Company. Executive will not, for a period of twelve (12)
      months after the date of the expiration or termination of this Agreement, induce
      or attempt to induce any employee of the Company to terminate his/her employment
      with the Company.




**Remedies**




(a) Executive
      acknowledges and agrees that immediate and irreparable harm, for which damages
      would be an inadequate remedy, would occur in the event any of the provisions
      of
      Sections 11, 12 and 13 of this Agreement were not performed in accordance with
      their specific terms or were otherwise breached. Accordingly, Executive agrees
      that Company shall be entitled to an injunction or injunctions to prevent
      breaches of such provisions of this Agreement and to enforce specifically the
      terms and provisions thereof without the necessity of proving actual damages
      or
      securing or posting any bond or providing prior notice, in addition to any
      other
      remedy to which it may be entitled at law or equity.




(b) Nothing
      herein contained is intended to waive or diminish any rights Company may have
      at
      law or in equity at any time to protect and defend its legitimate property
      interests (including its business relationship with third parties), the
      foregoing provisions being intended to be in addition to and not in derogation
      or limitation of any other rights the Company may have at law or
      equity.




(c) Executive
      shall have no rights, remedies or claims for damages, at law, in equity or
      otherwise with respect to any termination of Executive’s employment by the
      Company other than as set forth in Section 8 of this
      Agreement.




-7-




**Representation**




The
      Company and the Executive respectively represent and warrant to each other
      that
      each respectively is fully authorized and empowered to enter into the Agreement
      and that their entering into the Agreement and the performance of their
      respective obligations under the Agreement will not violate any agreement
      between the Company or the Executive respectively and any other person, firm
      or
      organization or any law or governmental regulation.




**Entire
      agreement**




This
      Agreement contains the entire agreement between the Parties and supersedes
      all
      prior agreements, understandings, discussions, negotiations and undertakings,
      whether written or oral, between the Parties.




**Amendment
      or waiver**




This
      Agreement cannot be changed, modified or amended without the consent in writing
      of both the Executive and the Company. No waiver by either Party at any time
      of
      any breach by the other Party of any condition or provision of the Agreement
      shall be deemed a waiver of a similar or dissimilar condition or provision
      at
      the same or at any prior or subsequent time. Any waiver must be in writing
      and
      signed by the Executive or an authorized officer of the Company, as the case
      may
      be.




**Severability**




The
      provisions of this Agreement shall be severable and the invalidity, illegality
      or unenforceability of any provision of this Agreement shall not affect, impair
      or render unenforceable this Agreement or any other provision hereof, all of
      which shall remain in full force and effect. If any provision of this Agreement
      is adjudicated by a court of competent jurisdiction as invalid, illegal or
      otherwise unenforceable, but such provision may be made enforceable by a
      limitation or reduction of its scope, the Parties agree to abide by such
      limitation or reduction as may be necessary so that said provision shall be
      enforceable to the fullest extent permitted by law. The Parties further intend
      to and hereby confer jurisdiction to enforce the covenants contained in Sections
      11, 12 and 13 (the “Restrictive Covenants”) upon the courts of any jurisdiction
      within the geographical scope of such Restrictive Covenants. If the courts
      of
      any one or more of such jurisdictions hold any Restrictive Covenant
      unenforceable by reason of the breadth of such scope or otherwise, it is the
      intention of the Company and Executive that such determination not bar or in
      any
      way affect the right of the Company to the relief provided for in this section
      in the courts of any other jurisdiction within the geographical scope of such
      Restrictive Covenant as to breaches of such Restrictive Covenant in such other
      respective jurisdictions (such Restrictive Covenant as it relates to each
      jurisdiction being, for this purpose, severable into diverse and independent
      covenants).




**Survival**




The
      respective rights and obligations of the Parties shall survive any termination
      of this Agreement to the extent necessary to the intended preservation of such
      rights and obligations.




-8-




**Governing
      law**




This
      Agreement shall be governed by and construed under the law of the State of
      Nevada, disregarding any principles of conflicts of law that would otherwise
      provide for the application of the substantive law of another jurisdiction.
      The
      Parties each hereby consents to the jurisdiction and venue of the state courts
      of Clark County, Nevada and the United States district courts with jurisdiction
      in Nevada with respect to any matter arising out of or relating to this
      Agreement other than matters that are subject to the arbitration provisions
      of
      Section 21 of this Agreement.




**Settlement
      of disputes**




Except
      for equitable actions seeking to enforce the provisions of Sections 11, 12
      and
      13 of this Agreement which may be brought by a court in any competent
      jurisdiction, in the event a dispute, claim or controversy arises between the
      parties relating to the validity, interpretation, performance, termination
      or
      breach of this Agreement, (collectively, a "Dispute"), the Parties agree to
      hold
      a meeting regarding the Dispute, attended by individuals with decision-making
      authority, to attempt in good faith to negotiate a resolution of the Dispute
      prior to pursuing other available remedies. If, within thirty (30) days after
      such meeting or after good faith attempts to schedule such a meeting have
      failed, the Parties have not succeeded in negotiating a resolution of the
      Dispute, the Dispute shall be resolved through final and binding arbitration
      to
      be held in Nevada in accordance with the rules and procedures of the American
      Arbitration Association. The prevailing party in such proceeding shall be
      entitled to recover the costs of the arbitration from the other party,
      including, without limitation, reasonable attorneys’ fees.




**Headings**




The
      headings of the paragraphs contained in this Agreement are for convenience
      only
      and shall not be deemed to control or affect the meaning or construction of
      any
      provision of this Agreement.




**Counterparts**




This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




**Taxes**




The
      Compensation payable is stated in gross amounts and shall be subject to such
      withholding taxes and other taxes as may be required by law.




**Acknowledgment**




The
      Executive acknowledges that he/she has been given a reasonable period of time
      to
      study this Agreement before signing it and has had an opportunity to secure
      counsel of his/her own. The Executive certifies that he/she has fully read
      and
      completely understands the terms, nature, and effect of this Agreement. The
      Executive further acknowledges that he/she is executing this Agreement freely,
      knowingly, and voluntarily and that the Executive’s execution of this Agreement
      is not the result of any fraud, duress, mistake, or undue influence whatsoever.
      In executing this Agreement, the Executive does not rely on any inducements,
      promises, or representations by the Company other than that which is stated
      in
      this Agreement.




-9-




**Waiver
      of jury trial**




Each
      Party waives, to the fullest extent permitted by applicable law, any right
      it
      may have to a trial by jury in respect of any litigation arising out of or
      relating to this Agreement and Executive’s employment by the Company. Each Party
      (a) certifies that no representative, agent or attorney of the other Party
      has
      represented, expressly or otherwise, that such other Party would not, in the
      event of litigation, seek to enforce the foregoing waiver and (b) acknowledges
      that it has been induced to enter into this Agreement by, among other things,
      the mutual waivers and certifications set forth in this section.




In
      Witness Whereof ,
      the
      undersigned have executed the Agreement as of the date first written
      above.




**VENDINGDATA
                CORPORATION**,
              a
                Nevada corporationBy:Its:**EXECUTIVE**Arnaldo
                Galassi





-10-


ADDENDUM
      TO EXECUTIVE EMPLOYMENT AGREEMENT





This
      Addendum shall modify the Executive Employment Agreement dated September
      29 th ,
      2005
      between Arnaldo Galassi (“Executive”) and VendingData Corporation (“Company”).
      All terms of the Executive Employment Agreement shall remain in full force
      and
      effect except as modified by this Addendum.





The
      parties agree that section 1(b), the definition of “Cause”, shall be amended to
      include the following:





(xiv)
      (1)
      a finding by any lawfully appointed gaming authority in any jurisdiction that
      Company does business (“Gaming Authority”) the Executive is “unsuitable”, or the
      equivalent, (2) the mandatory request by any Gaming Authority that the Company
      not associate with Executive, or (3) the failure by Executive to qualify for
      any
      license that any Gaming Authority requires that Executive possess.





This
      Addendum shall be effective as of the effective date of the Executive Employment
      Agreement.





Agreed
      to
      by the parties on October ____, 2005.




VENDINGDATA
            
            
            EXECUTIVE/s/
            
            
            /s/By:Its:Date:
            
            
            Date:





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