Unassociated Document


    
      Exhibit
        10.34

       

      BLOCKED
        DEPOSIT ACCOUNT CONTROL AGREEMENT

    

     

    This
      Blocked Deposit Account Control Agreement dated as of May 11, 2007 (this
“Agreement”)
      among
TEKOIL
      AND GAS GULF COAST, LLC,
      a
      Delaware limited liability company (the “Debtor”),
      J.
      ARON & COMPANY,
      as
      administrative agent for the beneficiaries (the “Secured
      Party”)
      and
AMEGY
      BANK NATIONAL ASSOCIATION,
      a
      national banking association, in its capacity as a “bank” as defined in Section
      9-102 of the UCC (in such capacity, the “Financial
      Institution”).
      Capitalized terms used but not defined herein shall have the meaning assigned
      thereto in the Pledge and Security Agreement, dated as of May 11, 2007, among
      the Debtor, the other Grantors party thereto, and the Secured Party (as amended,
      restated, supplemented or otherwise modified from time to time, the
“Security
      Agreement”).
      Capitalized terms used but not otherwise defined herein or in the Security
      Agreement shall have the meaning assigned thereto in the Credit and Guaranty
      Agreement, dated as of May 11, 2007, among the Debtor, Tekoil & Gas
      Corporation, other guarantors party thereto, various lenders, and the Secured
      Party, as administrative agent for the various lenders. All references herein
      to
      the “UCC” shall mean the Uniform Commercial Code as in effect in the State of
      New York.

     

    Section
      1. Establishment
      of Deposit Account.
      The
      Financial Institution hereby confirms and agrees that:

     

    (a) The
      Financial Institution has established account number XXXXXXX
      in the
      name “Tekoil
      and Gas Gulf Coast - Blocked Receivable Account”
(such
      account and any successor account, the “Deposit
      Account”)
      and
      the Financial Institution shall not change the name or account number of the
      Deposit Account without the prior written consent of the Secured Party;
      and

     

    (b) The
      Deposit Account is a “deposit account” within the meaning of Section
      9-102(a)(29) of the UCC.

     

    Section
      2. Control
      of the Deposit Account.

     

    (a) The
      Deposit Account shall be under the control of the Secured Party. The Secured
      Party shall at all times have "control" (as defined in Section 9-104 of the
      Uniform Commercial Code as adopted in the state of New York) of the Deposit
      Account. The Financial Institution shall comply with instructions originated
      by
      the Secured Party directing disposition of funds in the Depository Account
      without further consent by the Debtor.

     

    (b) The
      Secured Party shall have exclusive dominion and control over the Deposit
      Account. Neither the Debtor nor any person acting through or on behalf of the
      Debtor shall have any right of access to or withdrawal from the Deposit Account,
      and the Financial Institution shall not comply with any instructions originated
      by the Debtor or any such person directing disposition of funds in the Deposit
      Account.

     

    
      BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) Upon
      receipt of a funding disbursement notice (a "Disbursement
      Notice")
      from
      the Secured Party to the Financial Institution's address as set forth in Section
      11 of this Agreement, the Financial Institution will initiate a federal funds
      wire transfer of all or a portion of collected funds, as indicated in such
      Disbursement Notice (subject to the Financial Institution's funds availability
      policy), in the Deposit Account to the master/operating account, (account number
      XXXXXXX)
      of the
      Debtor with the Financial Institution (or such other account as may be
      designated in writing by the Secured Party in such Disbursement
      Notice).

    


    (d) The
      Financial Institution has established a unique U.S. Postal Service address,
      P.O.
      Box 4346, Dept. 938, Houston, Texas 77210-4346 (the "Lockbox").
      The
      Debtor will cause its account debtors to remit payment of the Debtor's accounts
      receivable to the Lockbox. The Financial Institution shall have exclusive and
      unrestricted access to, and use of, the Lockbox for purposes of handling such
      remittances. The Financial Institution will collect, open and process for
      deposit into the Deposit Account all mail received in the Lockbox in accordance
      with the procedures set forth on Exhibit
      A
      attached
      hereto.

     

    Section
      3. Subordination
      of Lien; Waiver of Set-Off.
      In the
      event that the Financial Institution has or subsequently obtains by agreement,
      by operation of law or otherwise a security interest in the Deposit Account
      or
      any funds credited thereto, the Financial Institution hereby agrees that such
      security interest shall be subordinate to the security interest of the Secured
      Party. Money and other items credited to the Deposit Account will not be subject
      to deduction, set-off, banker’s lien, or any other right in favor of any person
      other than the Secured Party (except that the Financial Institution may set
      off
      (i) all amounts due to the Financial Institution in respect of customary fees
      and expenses for the routine maintenance and operation of the Deposit Account
      and (ii) the face amount of any checks which have been credited to such Deposit
      Account but are subsequently returned unpaid because of uncollected or
      insufficient funds).

     

    Section
      4. Certain
      Matters Affecting Financial Institution.

     

    (a) Neither
      this Agreement nor the Security Agreement imposes or creates any obligation
      or
      duty of Financial Institution except for those expressly set forth in this
      Agreement, and no implied obligations shall be read into this Agreement against
      Financial Institution.

    


    (b) Financial
      Institution may rely on notices and communications it reasonably believes have
      been given by an authorized representative of Administrative Agent or Debtor,
      and Financial Institution shall have no obligation to review or confirm that
      actions taken pursuant to any such notice in accordance with this Agreement
      comply with any other agreement or document.

    


    (c) If
      Debtor
      becomes subject to a bankruptcy proceeding or if Financial Institution is
      otherwise served with legal process which Financial Institution believes affects
      funds deposited in the Deposit Account, Financial Institution shall have the
      right to place a hold on funds in the Deposit Account until such time as
      Financial Institution receives an appropriate court order or other assurances
      satisfactory to Financial Institution establishing that funds may continue
      to be
      disbursed in accordance with this Agreement. 

     

    
      BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) If
      at any
      time Financial Institution, in good faith, is in doubt as to the action it
      should take under this Agreement, Financial Institution shall have the right
      (i)
      to place a hold on funds in the Deposit Account until such time as Financial
      Institution receives an appropriate court order or other assurances satisfactory
      to Financial Institution as to the disposition of funds in the Deposit Account,
      or (ii) to commence an interpleader action in an appropriate court and to take
      no further action except in accordance with joint instructions from
      Administrative Agent and Debtor or in accordance with the final order of the
      court in such action.

    


    (e) All
      Financial Institution's obligations under this Agreement shall be subject to
      applicable laws and regulations. Nothing in this Agreement shall require
      Financial Institution to act in violation of any law or regulation.

    


    (f) Financial
      Institution will not be liable to any party hereunder for any expense, claim,
      cause of action, liability, loss, damage or cost arising out of or relating
      to
      the Deposit Account or this Agreement other than those resulting from Financial
      Institution’s acts or omissions constituting gross negligence or willful
      misconduct, and Debtor agrees to indemnify and hold Financial Institution
      harmless from any such expense, claim, cause of action, liability, loss, damages
      or cost. 

    


    (g)
      Financial Institution shall not be liable for losses or delays resulting from
      computer malfunction, interruption of communication facilities, labor
      difficulties, acts of God, terrorist acts, and other causes beyond Financial
      Institution’s reasonable control. In no event shall Financial Institution be
      liable for any indirect, special, consequential, exemplary or punitive damages
      including, without limitation, lost profits.

     

    Section
      5. Choice
      of Law.
      This
      Agreement and the Deposit Account shall each be governed by the laws of the
      State of New York. Regardless of any provision in any other agreement, for
      purposes of the UCC, New York shall be deemed to be the Financial Institution’s
      jurisdiction (within the meaning of Section 9-304 of the UCC) and the Deposit
      Account shall be governed by the laws of the State of New York.

     

    Section
      6 Interpleader.
      If
      at any
      time Financial Institution receives conflicting claims to or demands regarding
      the Deposit Accounts and reasonably believes it may become subject to liability
      as a result of complying with this Agreement or any instructions from Secured
      Party, Bank may (a) freeze and hold all funds in the Deposit Accounts pending
      resolution of such issues, and/or (b) interplead all Deposit Account funds
      and
      deposits in an action commenced in a court of competent jurisdiction naming
      Debtor, Secured Party, and any competing claimants as defendants. Upon
      interpleading such funds, Financial Institution will be released from all
      further liability under this Agreement and the costs and expenses of Financial
      Institution relating to the interpleader action, including filling fees and
      reasonable attorneys fees, shall be paid by Debtor and, if Debtor fails to
      pay,
      Secured Party shall pay such fees.

     

    
      BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      7. Conflict
      with Other Agreements.
      

     

    (a) In
      the
      event of any conflict between this Agreement (or any portion thereof) and any
      other agreement now existing or hereafter entered into, the terms of this
      Agreement shall prevail;

     

    (b) No
      amendment or modification of this Agreement or waiver of any right hereunder
      shall be binding on any party hereto unless it is in writing and is signed
      by
      all of the parties hereto; and

     

    (c) The
      Financial Institution hereby confirms and agrees that: 

     

    (i) There
      are
      no other agreements entered into between the Financial Institution and the
      Debtor with respect to the Deposit Account; and

     

    (ii) It
      has
      not entered into, and until the termination of this Agreement, will not enter
      into, any agreement with any other person relating the Deposit Account and/or
      any funds credited thereto pursuant to which it has agreed to comply with
      instructions originated by such persons as contemplated by Section 9-104 of
      the
      UCC.

     

    Section
      8. Adverse
      Claims.
      The
      Financial Institution does not know of any liens, claims or encumbrances
      relating to the Deposit Account. If any person asserts any lien, encumbrance
      or
      adverse claim (including any writ, garnishment, judgment, warrant of attachment,
      execution or similar process) against the Deposit Account, the Financial
      Institution will promptly notify the Secured Party and the Debtor thereof.
      

     

    Section
      9. Maintenance
      of Deposit Account.
      In
      addition to, and not in lieu of, the obligation of the Financial Institution
      to
      honor instructions as set forth in Section 2 hereof, the Financial Institution
      agrees to maintain the Deposit Account as follows:

     

    (a) Statements
      and Confirmations.
      Upon
      receipt of a written request by Secured Party, the Financial Institution will
      promptly send copies of all statements, confirmations and other correspondence
      concerning the Deposit Account simultaneously to each of the Debtor and the
      Secured Party at the address for each set forth in Section 11 of this Agreement;
      and

     

    (b) Tax
      Reporting.
      All
      interest, if any, relating to the Deposit Account, shall be reported to the
      Internal Revenue Service and all state and local taxing authorities under the
      name and taxpayer identification number of the Debtor.

     

    Section
      10. Representations,
      Warranties and Covenants of the Financial Institution.
      The
      Financial Institution hereby makes the following representations, warranties
      and
      covenants:

     

    (a) The
      Deposit Account has been established as set forth in Section 1 and such Deposit
      Account will be maintained in the manner set forth herein until termination
      of
      this Agreement; and 

     

    
      BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b) This
      Agreement is the valid and legally binding obligation of the Financial
      Institution.

     

    Section
      11. Indemnification
      of Financial Institution.
      The
      Debtor and the Secured Party hereby agree that (a) the Financial Institution
      is
      released from any and all liabilities to the Debtor and the Secured Party
      arising from the terms of this Agreement and the compliance of the Financial
      Institution with the terms hereof, except to the extent that such liabilities
      arise from the Financial Institution’s negligence and (b) the Debtor, its
      successors and assigns shall at all times indemnify and save harmless the
      Financial Institution from and against any and all claims, actions and suits
      of
      others arising out of the terms of this Agreement or the compliance of the
      Financial Institution with the terms hereof, except to the extent that such
      arises from the Financial Institution’s negligence, and from and against any and
      all liabilities, losses, damages, costs, charges, counsel fees and other
      expenses of every nature and character arising by reason of the same, until
      the
      termination of this Agreement.

     

    Section
      12. Successors;
      Assignment.
      The
      terms of this Agreement shall be binding upon, and shall inure to the benefit
      of, the parties hereto and their respective corporate successors or heirs and
      personal representatives who obtain such rights solely by operation of law.
      The
      Secured Party may assign its rights hereunder only with the express written
      consent of the Financial Institution and by sending written notice of such
      assignment to the Debtor.

     

    Section
      13. Notices.
      Any
      notice, request or other communication required or permitted to be given under
      this Agreement shall be in writing and deemed to have been properly given when
      delivered in person, or when sent by telecopy or other electronic means and
      electronic confirmation of error free receipt is received or two (2) days after
      being sent by certified or registered United States mail, return receipt
      requested, postage prepaid, addressed to the party at the address set forth
      below.

    

      
        	 	
                Debtor:

              	 	
                Tekoil
                  and Gas Gulf Coast, LLC

              
	 	 	 	
                25045
                  I-45 North, Suite 525

              
	 	 	 	
                The
                  Woodlands, Texas 77380

              
	 	 	 	
                Attention:
                  Mark Western

              
	 	 	 	
                Telecopier:
                  281-364-8007

              
	 	 	 	 
	 	
                Secured
                  Party:

              	 	
                J.
                  Aron & Company

              
	 	 	 	
                85
                  Broad Street

              
	 	 	 	
                New
                  York, New York 10004

              
	 	 	 	
                Attention:
                  Steve Bunkin

              
	 	 	 	
                Telecopier:
                  212-428-3675

              
	 	 	 	 
	 	
                with
                  a copy to:

              	 	
                Goldman
                  Sachs E&P Capital

              
	 	 	 	
                1000
                  Louisiana, Suite 550

              
	 	 	 	
                Houston,
                  Texas 77002

              
	 	 	 	
                Attention:
                  John K. Howie

              
	 	 	 	
                Telecopier:
                  713-658-2603

              


      

    

     

    
      BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                Financial
                  Institution:

              	 	
                Amegy
                  Bank National Association

              
	 	 	 	
                Five
                  Post Oak Park

              
	 	 	 	
                4400
                  Post Oak Parkway

              
	 	 	 	
                Houston,
                  TX 77027

              
	 	 	 	
                Attention:
                  Mark Serice

              
	 	 	 	
                Telecopier:
                  ___________

              
	 	 	 	 
	 	 	 	
                And

              
	 	 	 	 
	 	 	 	
                Amegy
                  Bank National Association

              
	 	 	 	
                Five
                  Post Oak Park

              
	 	 	 	
                4400
                  Post Oak Parkway

              
	 	 	 	
                Houston,
                  TX 77027

              
	 	 	 	
                Attention:
                  Kacy Karl

              
	 	 	 	
                Telecopier:
                  713-561-0186

              


      

    

     

    Any
      party
      may change its address for notices in the manner set forth above.

    
       

    

    Section
      14. Termination.
      The
      obligations of the Financial Institution to the Secured Party pursuant to this
      Agreement shall continue in effect until the security interest of the Secured
      Party in the Deposit Account has been terminated pursuant to the terms of the
      Security Agreement and the Secured Party has notified the Financial Institution
      of such termination in writing. The Secured Party agrees to provide Notice
      of
      Termination in substantially the form of Exhibit
      B
      hereto
      to the Financial Institution upon the request of the Debtor on or after the
      termination of the Secured Party’s security interest in the Deposit Account
      pursuant to the terms of the Security Agreement. The termination of this
      Agreement shall not terminate the Deposit Account or alter the obligations
      of
      the Financial Institution to the Debtor pursuant to any other agreement with
      respect to the Deposit Account.

     

    Section
      15. Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which shall
      constitute one and the same instrument, and any party hereto may execute this
      Agreement by signing and delivering one or more counterparts.

     

    [Remainder
      of page intentionally left blank.]

     

    
      BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the parties hereto have caused this Blocked Deposit Account
      Control Agreement to be executed as of the date first above written by their
      respective officers thereunto duly authorized.

    
      	 	 	 
	 	
              TEKOIL
                AND GAS GULF COAST, LLC

            
	 	 
	 	 
	 	
              By:
                Tekoil & Gas Corporation, its Managing  Member

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Mark
              Western 
	 	
              

              Name:
                Mark Western

              Title:
                CEO and Chairman of the Board of

              Directors

            


    

     

    
      SIGNATURE
        PAGE
        TO
        BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              J.
                ARON & COMPANY,

            
	 	
              as
                Secured Party

            
	 
 	 
 	 
 
	
            	By:  	 /s/
              Colleen Foster 
	 	
              

              Name:
                Colleen Foster

              Title:
                Managing Director

            


    

     

    
      
        SIGNATURE
          PAGE
          TO
          BLOCKED
          DEPOSIT
          ACCOUNT
          CONTROL
          AGREEMENT

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      	 	 	 
	 	
              AMEGY
                BANK NATIONAL ASSOCIATION

            
	 	
              as
                Financial Institution

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Kenneth R. Batson, III 
	 	
              

              Name:
                Kenneth R. Batson, III

              Title:
                Vice President

            


    

     

    SIGNATURE
      PAGE
      TO
      BLOCKED
      DEPOSIT
      ACCOUNT
      CONTROL
      AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      A

    TO
      BLOCKED DEPOSIT ACCOUNT CONTROL AGREEMENT

    


    EXHIBIT
      A

    


    Financial
      Institution Procedures for Lockbox Management:

    


    (Capitalized
      terms used in this Exhibit
      A
      have the
      same meaning stated in the Agreement to which this Exhibit
      A
      is
      attached.)

    


    1) Mail
      from Lockbox.
      The
      Financial Institution will retrieve mail from the Lockbox from time to time
      in
      accordance with the Financial Institution's regular lockbox collection
      schedules.

    


    2) Inspections
      of Items.
      Items
      contained in the envelopes recovered from the Lockbox will be inspected and
      handled as follows:

    


    
      	
              (a)

            	
              Payees.
                An item not bearing an acceptable payee designation, as set forth
                in the
                specifications, or a reasonable variation thereof, will not be deposited
                in the Deposit Account. If a necessary endorsement of a payee other
                than
                the Debtor is missing, the item will not be deposited into the Deposit
                Account.

            


    

    


    
      	
              (b)

            	
              Dates.
                An item will be deposited into the Deposit Account whether it is
                stale-dated, post dated or does not bear a
                date.

            


    

    


    
      	
              (c)

            	
              Amounts.
                If the written and numeric amounts of an item differ, the written
                amount
                shall control over the numeric amount unless the written amount is
                ambiguous. If the amount of an item cannot be determined from application
                of the preceding sentence, or if the amount is missing altogether,
                the
                item will not be deposited into the Deposit
                Account.

            


    

    


    
      	
              (d)

            	
              Drawer's
                Signatures.
                For an item in which the drawer's signature is missing, the Financial
                Institution will deposit it into the Deposit Account and affix a
                stamp
                requesting the drawee bank or other payor to contact the drawer for
                authority to pay the item.

            


    

    


    
      	
              (e)

            	
              Alterations.
                An item which appears to the Financial Institution to have been materially
                altered will not be deposited into the Deposit
                Account.

            


    

    


    
      	
              (f)

            	
              Other
                Language.
                The Financial Institution will not examine the front and back sides
                of
                items to detect handwritten or typed "paid in full" or similar language.
                Such items will be deposited into the Deposit Account and the Financial
                Institution shall have no liability to the Debtor or the Secured
                Party for
                depositing such items.

            


    

    


    
      	
              (g)

            	
              International
                Payments.
                An item denominated in foreign currency and drawn on a foreign bank
                will
                not be deposited into the Deposit Account but will be submitted for
                collection only. An appropriate advice will be forwarded to the Debtor.
                The Financial Institution shall not be responsible for fluctuation
                in
                exchange rates.

            


    

    

      EXHIBIT
        A
        TO
BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3) Processing
      Procedures.
      Items
      found acceptable for deposit under Section 2 of this Exhibit
      A
      will be
      encoded, photocopied, endorsed and deposited into the Deposit Account. The
      endorsement will be the standard endorsement for lockbox items as used by the
      Financial Institution from time to time, and this endorsement will function
      as
      the endorsement of the payee of the item. In order to maximize daily receipts
      and funds availability, the Financial Institution will make deposits throughout
      the day in anticipation of major check clearing deadlines. The Financial
      Institution will send the following to the Debtor in accordance with the
      Financial Institution's customary and standard practices for maintenance of
      a
      Deposit Account:

     

    
      	(a) 	
              photocopies
                of deposited items and the original accompanying
                papers.

            


      	 	 


      	(b)	
              one
                deposit ticket copy for each deposit.

            


      	 	 


      	
              (c)

            	
              except
                as set forth in Section 2(g) of this Exhibit
                A,
                original items unacceptable for deposit under Section 2 of this
                Exhibit
                A,
                accompanying papers and other miscellaneous written communications
                received through the lockbox.

            


    

    


    4) Microfilm.
      All
      deposited items will be microfilmed in processing sequence for reference
      purposes. The Financial Institution will retain such microfilm for at least
      two
      years and will provide photocopies of deposited items to the Debtor within
      said
      time upon request and payment of the Financial Institution's retrieval and
      photocopying charges.

     

    
      EXHIBIT
        A
        TO
BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    TO
      BLOCKED DEPOSIT ACCOUNT CONTROL AGREEMENT

     

    [Letterhead
      of the Secured Party]

     

    [Date]

     

    [Name
      and
      Address of the Financial Institution]

     

    Attention:

     

    
      	 	
              Re:

            	
              Termination
                of Blocked Deposit Account Control
                Agreement

            


    

     

    You
      are
      hereby notified that the Blocked Deposit Account Control Agreement dated as
      of
      May 11, 2007 among Tekoil and Gas Gulf Coast, LLC, you and the undersigned
      (a
      copy of which is attached) is terminated and you have no further obligations
      to
      the undersigned pursuant to such Agreement. Notwithstanding any previous
      instructions to you, you are hereby instructed to accept all future directions
      with respect to account number(s) __________________from Tekoil and Gas Gulf
      Coast, LLC. This notice terminates any obligations you may have to the
      undersigned with respect to such account, however nothing contained in this
      notice shall alter any obligations which you may otherwise owe to Tekoil and
      Gas
      Gulf Coast, LLC pursuant to any other agreement.

     

    You
      are
      instructed to deliver a copy of this notice by facsimile transmission to Tekoil
      and Gas Gulf Coast, LLC.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              J.
                ARON & COMPANY,

            
	 	
              as
                Secured Party

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              

            
	 	Name: 	 

              

            
	 	Title: 	 

              

            


    

     

    
      EXHIBIT
        B TO
        BLOCKED
        DEPOSIT
        ACCOUNT
        CONTROL
        AGREEMENT