**Exhibit 10.4**

** **

**PLEDGE AGREEMENT**(this “Pledge Agreement”), dated as of April 11, 2003, made byGennadi Finkelshtain (the “Pledgor”) in favor of Medis TechnologiesLtd., a Delaware corporation (the “Lender”).

 

----

 

The Pledgor andthe Lender have heretofore entered into that certain Agreement dated November9, 2000 (the “Option Agreement”), whereby the Pledgor granted to theLender the option to purchase seventy (70) shares of More Energy Ltd. owned bythe Pledgor (the “Option”);

 

Pursuant to anamendment to the Option Agreement dated March 14, 2003, the Lender exercisedthe Option and paid the exercise price thereof by the issuance of an aggregateof 120,000 shares of the common stock of the Lender, evidenced by certificatenumbers MDS2996 and MDS2997 (the “Pledged Shares”), and the Pledgor hasagreed to pledge the Pledged Shares to the Lender pursuant to the terms andconditions of this Pledge Agreement;

 

The receipt of thePledged Shares by the Pledgor has caused the Pledgor to incur certain taxobligations under the laws of Israel of which the Pledgor is a citizen and aresident (the “Taxes”);

 

The Pledgor hasasked the Lender to borrow, and the Lender has agreed to loan up to Two HundredFifty Eight Thousand Dollars ($258,000) (the “Loan”) to the Pledgor so asto permit the Pledgor to pay the Taxes;

 

To evidence theLoan, the Pledgor has executed and delivered to the Lender a Non-RecourseSecured Promissory Note, dated the date hereof (the “Note”); and

 

To induce theLender to consummate the Loan, the Pledgor has agreed to enter into this PledgeAgreement.

 

NOW, THEREFORE,for good and valuable consideration the receipt of which is herebyacknowledged, and in order to induce the Lender to make the loan evidenced bythe Note, the Pledgor agrees, for the benefit of the Lender, as follows:

 

**ARTICLEI.**

**DEFINITIONS**

 

SECTION 1.1.  Certain Terms.  The following terms (whether or notunderscored) when used in this Pledge Agreement, including its preamble andrecitals, shall have the following meanings (such definitions to be equallyapplicable to the singular and plural forms thereof):

 

“Affiliate”means, with respect to any person, any other person that, directly orindirectly through one or more intermediaries, controls, or is controlled by,or is under common control with, such person. Any Relative (for this purpose, “Relative” means a spouse, formerspouse, child, parent, parent of spouse, sibling or grandchild) of anindividual shall be deemed to be an Affiliate of such individual for purposeshereof.  Neither the Lender nor anyperson controlled by the Lender shall be deemed to be an Affiliate of anyholder of the Lender’s capital stock.

 

----

 

“Collateral”is defined in Section 2.1.

 

“Distributions”means all stock dividends, liquidating dividends, shares of stock resultingfrom (or in connection with the exercise of) stock splits, reclassifications,warrants, options, non-cash dividends, mergers or consolidations, and all otherdistributions on or with respect to any Pledged Shares, but shall not includeDividends.

 

“Dividends”means cash dividends or cash distributions with respect to any Pledged Shares.

 

“Documents”collectively, means the Note, this Pledge Agreement and each other agreement,certificate, document or instrument delivered in connection therewith.

 

“Lender” isdefined in the preamble.

 

“Lien”means any mortgage, pledge, security interest, encumbrance, lien or charge ofany kind (including, without limitation, any conditional sale or other titleretention agreement or lease in the nature thereof), any sale of receivableswith recourse against the Pledgor or any affiliate thereof, any filing oragreement to file a financing statement as debtor under the U.C.C. or anysimilar statute other than to reflect ownership by a third party of propertyleased to the Pledgor under a lease which is not in the nature of a conditionalsale or title retention agreement, or any subordination arrangement in favor ofanother person (other than any subordination arising in the ordinary course ofbusiness).

 

“Loan” isdefined in the fourth recital.

 

“Note” isdefined in the fifth recital.

 

“Option” isdefined in the first recital.

 

“OptionAgreement” is defined in the first recital.

 

“Pledged Shares”is defined in the second recital.

 

“Pledgor”is defined in the preamble.

 

“SecuredObligations” means all obligations (monetary or otherwise, whether absoluteor contingent, matured or unmatured, direct or indirect, choate or inchoate,sole, joint, several or joint and several, due or to become due, heretofore orhereafter contracted or acquired) of the Pledgor arising under or in connectionwith the Note and this Pledge Agreement including (i) all obligations forprincipal or interest under the Note, whether incurred on the date hereof,(ii) following the occurrence and during the continuance of an Event ofDefault (as defined in the Note), all costs (including reasonable attorneys’fees) incurred in connection with the enforcement of the Note or this PledgeAgreement and all advances made by the Lender for the maintenance, protection,preservation or enforcement of, or realization upon, the Collateral.

 

“Taxes” isdefined in the third recital.

 

2

----

 

“U.C.C.”means the Uniform Commercial Code as in effect in the State of New York or, asthe context may require, in any other jurisdiction the laws of which may applyto all or a portion of the Collateral in which a security interest is grantedhereunder.

 

SECTION 1.2.  Note Definitions.  Unless otherwise defined herein, capitalizedterms used in this Pledge Agreement and not otherwise defined herein, includingits preamble and recitals, have the meanings provided in the Note.

 

**ARTICLEII.**

**PLEDGE**

 

SECTION 2.1.        Grant of Security Interest.  As collateral security for the promptpayment in full when due of the Secured Obligations, the Pledgor herebypledges, and grants to the Lender, a continuing security interest in all ofPledgor’s right, title and interest in and to all of the following property(the “Collateral”):

 

(a)           the Pledged Shares;

 

(b)           Distributions and other payments andrights with respect to any Pledged Shares;

 

(c)           all proceeds of any of the foregoing;and

 

(d)           any other property that the Pledgor,in his sole and absolute discretion, after written notice to the Lender,pledges to the Lender at any time and from time to time at his option.

 

SECTION 2.2.        Security for Obligations.  This Pledge Agreement and the Collateralgranted herewith secure the payment and performance in full of the SecuredObligations.

 

SECTION 2.3.        Delivery of Collateral.  All certificates or instruments representingor evidencing any Collateral, including all Pledged Shares, shall be deliveredto the Lender or a mutually acceptable designee of Lender and held by or onbehalf of the Lender pursuant hereto, shall be in suitable form for transfer bydelivery, and shall be accompanied by all necessary instruments of transfer orassignment, duly executed in blank, all in form and substance satisfactory tothe Lender or the Lender’s designee.

 

The Pledgor agreesthat the Lender shall be entitled to receive and retain, and the Pledgor shallbe deemed to have delivered, as security hereunder to the Lender, any and alladditional shares of capital stock or other securities of the Lender whichwould otherwise be issued to the Pledgor in consideration of the Note orotherwise issued, distributed or otherwise delivered to the Pledgor in respectof the Pledged Shares.

 

SECTION 2.4.        Dividends on Pledged Shares.  In the event that any Dividend is to be paidon any Pledged Share, such Dividend shall be paid directly to the Pledgor torepay amounts outstanding under the Note pursuant to Section 1 thereof.

 

SECTION 2.5.        Continuing Security Interest;Transfer of Note.  This PledgeAgreement shall create a continuing security interest in the Collateral andshall:

 

3

----

 

(a)           remain in full force and effect untilpayment in full of all Secured Obligations;

 

(b)           be binding upon the Pledgor and itssuccessors, transferees and assigns; and

 

(c)           inure, together with the rights andremedies of the Lender hereunder, to the benefit of the Lender.

 

Without limitingthe foregoing clause (c), the Lender may assign or otherwise transfer (inwhole or in part) the Note held by it to any other person or entity, and suchother person or entity shall thereupon become vested with all the rights andbenefits in respect thereof granted to the Lender under this Pledge Agreement,subject, however, to any contrary provisions in such assignment or transfer.  Upon the payment in full of all SecuredObligations, the security interest granted herein shall automatically terminateand all rights to the Collateral shall revert to the Pledgor.  Upon any such termination, the Lender will,at the sole expense of the Pledgor, deliver to the Pledgor, without anyrepresentations, warranties or recourse of any kind whatsoever, allcertificates and instruments representing or evidencing the Pledged Shares ofthe Pledgor with respect to which the security interest herein has terminated,together with all other Collateral of the Pledgor with respect to which thesecurity interest herein has terminated which is held by the Lender hereunder,and execute and deliver to the Pledgor such documents as the Pledgor shallreasonably request to evidence such termination.  Notwithstanding anything to the contrary herein, the securityinterest granted herein in any Pledged Shares shall not terminate with respectto such Pledged Shares, and the Pledged Shares shall continue to be held by theLender, until the Pledgor has satisfied its obligation to pay to the Lender anyapplicable federal, state or local income taxes or other amounts required bylaw to be withheld by the Lender with respect to such Pledged Shares.

 

SECTION 2.6.        Security Interest Absolute.  All rights of the Lender and the securityinterests granted to the Lender hereunder, and all obligations of the Pledgorhereunder, shall be absolute and unconditional, irrespective of:

 

(a)           any lack of validity orenforceability of the Note or any other Document or any instrument or documentrelating thereto;

 

(b)           the failure of the Lender:

 

(i)            to assert any claim or demand or toenforce any right or remedy against the Pledgor or any other person under theprovisions of the Note or otherwise; or

 

(ii)           to exercise any right or remedyagainst any other guarantor of, or collateral securing, any of the SecuredObligations;

 

(c)           any change in the time, manner orplace of payment of, or in any other term of, all or any of the SecuredObligations or any other extension, compromise or renewal of any of the SecuredObligations;

 

(d)           any reduction, limitation, impairmentor termination of any of the Secured Obligations for any reason, including anyclaim of waiver, release, surrender, alteration or

4

----

 

compromise, and shall not be subject to (and the Pledgor hereby waivesany right to or claim of) any defense or setoff, counterclaim, recoupment ortermination whatsoever by reason of the invalidity, illegality, nongenuineness,irregularity, compromise, unenforceability of, or any other event or occurrenceaffecting, any of the Secured Obligations or otherwise;

 

(e)           any amendment to, rescission, waiver,or other modification of, or any consent to departure from, any of the terms ofthe Note or any other Document or any instrument or document relating thereto;

 

(f)            any addition, exchange, release,surrender or nonperfection of any collateral (including the Collateral), or anyamendment to or waiver or release of or addition to or consent to departurefrom any guaranty, for any of the Secured Obligations; or

 

(g)           any other circumstances which mightotherwise constitute a defense (other than the defense of payment in full ofthe Secured Obligations) available to, or a legal or equitable discharge of,the Pledgor, any surety or any guarantor.

 

**ARTICLEIII.**

**REPRESENTATIONSAND WARRANTIES**

 

SECTION 3.1.        Warranties, etc.  The Pledgor represents and warrants to theLender, as at the date of each pledge and delivery hereunder, by the Pledgor tothe Lender of any Collateral, as set forth in this Article:

 

(a)           Ownership,No Liens, etc.  The Pledgor is thelegal and beneficial owner of, and has good and valid title to (and has fullright and authority to pledge and assign) such Collateral, free and clear ofall Liens, except the Lien granted pursuant hereto in favor of the Lender.

 

(b)           ValidSecurity Interest.  The delivery bythe Pledgor of such Pledged Shares to the Lender is effective to create avalid, perfected, first priority security interest in such Collateral and allproceeds thereof, securing the Secured Obligations, and no filing or otheraction will be necessary to perfect or protect such security interest.  All the Pledged Shares issued by the Lenderare “certificated securities” as that term is defined in Section 8-102 ofthe U.C.C.

 

(c)           Execution,etc.  This Pledge Agreement has beenduly executed and delivered by the Pledgor, and constitutes a legal, valid andbinding obligation of the Pledgor, enforceable against the Pledgor inaccordance with its terms.  Noauthorization, approval, or other action by, and no notice or filing with, anygovernmental authority, regulatory body or any other person is required either:  (i) for the pledge by the Pledgor ofany Collateral pursuant to this Pledge Agreement or for the due execution,delivery and performance of this Pledge Agreement by the Pledgor; or(ii) for the disposition of such Pledged Shares pursuant to the exerciseby the Lender of the remedies in this Pledge Agreement except by laws affectingthe offering and sale of securities generally.

 

(d)           NoContravention.  The execution,delivery and performance by the Pledgor of this Pledge Agreement and complianceby the Pledgor with all of the provisions hereof does not and will notcontravene any law or any order of any court or governmental

5

----

 

authority or agency applicable to or binding on the Pledgor or any ofthe Pledgor’s properties, or contravene the provisions of, or constitute adefault (or event of default) with or without the passage of time, by thePledgor under, or result in the creation of any Lien upon the property of thePledgor under any material mortgage, contract or other agreement or instrumentto which the Pledgor is a party, or by which the Pledgor or any of thePledgor’s property is bound or affected.

 

**ARTICLEIV.**

**COVENANTS**

 

SECTION 4.1.        Protect Collateral, FurtherAssurances, etc.  The Pledgor willnot sell, assign, transfer, pledge, or encumber in any other manner theCollateral except in favor of the Lender hereunder.  The Pledgor agrees that at any time, and from time to time, atthe expense of the Lender, the Pledgor will promptly execute and deliver allfurther instruments, and take all further action, that may be necessary ordesirable, or that the Lender may reasonably request, in order to perfect andprotect any security interest granted or purported to be granted hereby or toenable the Lender to exercise and enforce its rights and remedies hereunder withrespect to any Collateral.

 

SECTION 4.2.        Stock Powers, etc.  The Pledgor agrees that (a) all PledgedShares delivered by the Pledgor pursuant to this Pledge Agreement will beaccompanied by duly executed, undated blank stock powers, or other equivalent instrumentsof transfer acceptable to the Lender and (b) in the event that any capitalstock constituting Collateral is deemed pursuant to Section 2.3 to bedelivered to the Lender, such Pledgor shall duly execute, upon the request ofthe Lender, undated blank stock powers or other equivalent instruments oftransfer acceptable to the Lender.  ThePledgor will, from time to time upon the request of the Lender, promptlydeliver to the Lender such stock powers, instruments, and similar documents,satisfactory in form and substance to the Lender, with respect to theCollateral as the Lender may reasonably request and will, from time to timeupon the request of the Lender after the occurrence and during the continuanceof any Event of Default, promptly transfer any Pledged Shares or other sharesof capital stock constituting Collateral into the name of the Lender or anynominee designated by the Lender.

 

SECTION 4.3.        Continuous Pledge.  Subject to Section 2.4, the Pledgorwill, at all times, keep pledged to the Lender pursuant hereto all PledgedShares and all other shares of capital stock constituting Collateral, allDividends and Distributions with respect thereto, and all other Collateral andother securities, instruments, proceeds, and rights from time to time receivedby or distributable to the Pledgor in respect of any Collateral.

 

SECTION 4.4.        Dividends and Distributions.  The Pledgor agrees:

 

(a)           Without any request therefor by theLender (properly endorsed where required hereby or requested by the Lender), theLender shall be entitled to receive and retain all Distributions and allproceeds of the Collateral, all of which shall be held by the Lender asadditional Collateral for use in accordance with Section 5.3.

 

(b)           In the event that any Dividends,Distributions, cash payments or proceeds constituting Collateral are held bythe Pledgor but which the Lender is then entitled to receive

6

----

 

and retain, such Dividends, Distributions, payments or proceeds shall,pending delivery to the Lender, be held by the Pledgor separate and apart fromits other property in trust for the Lender.

 

SECTION 4.5.         Paymentof Taxes.  The Pledgor agrees thatthe proceeds of the Loan shall be used solely to pay the Taxes.

 

**ARTICLEV.**

**REMEDIES**

 

SECTION 5.1.  Certain Remedies.  If any Event of Default shall have occurredand be continuing, notwithstanding any other provision herein or in any otherinstrument, agreement or other document to the contrary, Lender’s sole andexclusive recourse and remedy with respect to the Secured Obligations, thisPledge Agreement and the Note shall be to proceed solely against the Collateralas provided herein, without any personal liability of any kind to the Pledgor,and subject to the following:

 

(a)           The Lender may exercise solely inrespect of the Collateral, in addition to other rights and remedies providedfor herein or otherwise available to it solely in respect to the Collateral,all the rights and remedies of a secured party on default under the U.C.C.(whether or not the U.C.C. applies to the affected Collateral) and also may,without notice except as specified below, sell the Collateral or any partthereof in one or more parcels at public or private sale, at any of theLender’s offices or elsewhere, for cash, on credit or for future delivery, andupon such other terms as the Lender may deem commercially reasonable.  The Lender may, to the extent permitted bySection 9-610 of the U.C.C., be the purchaser of any of the Collateral so soldand the obligations of the Pledgor to the Lender may be applied as a creditagainst the purchase price.  The Pledgoragrees that, to the extent notice of sale shall be required by law, at least 15days’ prior notice to the Pledgor of the time and place of any public sale orthe time after which any private sale is to be made shall constitute reasonablenotification.  The Lender shall not beobligated to make any sale of Collateral regardless of notice of sale havingbeen given.  The Lender may adjourn anypublic or private sale from time to time by announcement at the time and placefixed therefor, and such sale may, without further notice, be made at the timeand place to which it was so adjourned. Upon any such sale, the Lender shall have the right to deliver, assignand transfer to the purchaser thereof the Collateral so sold.  Each purchaser (including the Lender) at anysuch sale shall hold the Collateral so sold absolutely free from any claim orright of whatsoever kind, including any equity or right of redemption of thePledgor, and the Pledgor hereby specifically waives, to the extent it maylawfully do so, all rights of redemption, stay or appraisal which it has or mayhave under any rule of law or statute now existing or hereafter adopted.

 

(b)           The Lender may:

 

(i)            transfer all or any part of theCollateral in the name of the Lender or its nominee, with or without disclosingthat such Collateral is subject to the lien and security interest hereunder;

 

(ii)           notify the parties obligated on anyof the Collateral to make payment to the Lender of any amount due or to becomedue thereunder;

 

7

----

 

(iii)          enforce collection of any of theCollateral by suit or otherwise, and surrender, release or exchange all or anypart thereof, or compromise or extend or renew for any period (whether or notlonger than the original period) any obligations of any nature of any partywith respect thereto;

 

(iv)          endorse any checks, drafts, or otherwritings in the name of the Pledgor constituting Collateral;

 

(v)           take control of any proceeds of theCollateral; and

 

(vi)          execute (in the name, place and steadof the Pledgor) endorsements, assignments, stock powers and other instrumentsof conveyance or transfer with respect to all or any of the Collateral.

 

SECTION 5.2.          Compliance with Restrictions.  The Pledgor agrees that in any sale of anyof the Collateral whenever any Event of Default shall have occurred and becontinuing, the Lender is hereby authorized to comply with any limitation orrestriction in connection with such sale as it may be advised by counsel isnecessary to avoid any violation of applicable law (including compliance withsuch procedures as may restrict the number of prospective bidders andpurchasers, require that such prospective bidders and purchasers have certainqualifications, and restrict such prospective bidders and purchasers to personswho will represent and agree that they are purchasing for their own account forinvestment and not with a view to the distribution or resale of suchCollateral), or to obtain any required approval of the sale or of the purchaserby any governmental regulatory authority or official or any third party, andthe Pledgor further agrees that such compliance shall not result in such salebeing considered or deemed not to have been made in a commercially reasonablemanner, nor shall the Lender be liable nor accountable to the Pledgor for anydiscount allowed by the reason of the fact that such Collateral is sold incompliance with any such limitation or restriction.

 

SECTION 5.3.        Application of Collateral Proceeds.  If any Event of Default shall have occurredand be continuing, all cash proceeds received by the Lender in respect of anysale of, collection from, or other realization upon, all or any part of theCollateral shall promptly be applied (after payment of any amounts payable tothe Lender pursuant to Section 5.4) by the Lender against the SecuredObligations.  Any surplus of such cashor cash proceeds held by the Lender and remaining after payment in full of allthe Secured Obligations, shall be promptly paid over to the Pledgor or towhomsoever may be lawfully entitled to receive such surplus.

 

SECTION 5.4.        Indemnity and Expenses.  The Lender shall be entitled to beindemnified and held harmless from and against any and all claims, losses, andliabilities arising out of or resulting from this Pledge Agreement (includingenforcement of this Pledge Agreement), except claims, losses, or liabilitiesresulting from the Lender’s gross negligence or willful misconduct.  The Lender shall be entitled to the amountof any and all reasonable expenses, including the reasonable fees anddisbursements of its counsel and of any experts and agents, which the Lender mayincur in connection with:

 

(a)           thisPledge Agreement or any instrument or document relating thereto;

 

(b)           thecustody, preservation, use, or operation of, or the sale of, collection from,or other realization upon, any of the Collateral;

 

8

----

 

(c)           theexercise or enforcement of any of the rights of the Lender hereunder; or

 

(d)           thefailure by the Pledgor to perform or observe any of the provisions hereof.

 

**ARTICLEVI.**

**MISCELLANEOUSPROVISIONS**

 

SECTION 6.1.        Amendments, etc.  No amendment to or waiver of any provisionof this Pledge Agreement nor consent to any departure by the Pledgor herefromshall in any event be effective unless the same shall be in writing and signedby the Lender, and then such waiver or consent shall be effective only in the specificinstance and for the specific purpose for which it is given.

 

SECTION 6.2.        Protection of Collateral.  The Lender may from time to time, at itsoption, perform any act which the Pledgor agrees hereunder to perform and whichthe Pledgor shall fail to perform after being requested in writing so toperform (it being understood that no such request need be given after theoccurrence and during the continuance of any Event of Default) and the Lendermay from time to time take any other action which the Lender reasonably deemsnecessary for the maintenance, preservation or protection of any of theCollateral or of its security interest therein, it being understood and agreedthat in each such case all costs and expenses incurred by the Lender inconnection therewith shall be payable to the Lender pursuant toSection 5.4.

 

SECTION 6.3.        Addresses for Notices.  All notices and other communicationsprovided for hereunder shall be in writing and will be deemed to have been dulygiven if delivered or mailed in accordance with the Note.

 

SECTION 6.4.        Section Captions.  The headings of sections and paragraphs ofthis Pledge Agreement are inserted for convenience only and shall not be deemedto constitute part of this Pledge Agreement or to affect the construction hereof.

 

SECTION 6.5.        Counterparts.  This Pledge Agreement may be executed by theparties hereto in one or more counterparts, each of which shall for allpurposes be deemed to be an original and all of which together shall constituteone and the same instrument.

 

SECTION 6.6.        Governing Law, Entire Agreement, etc.  The validity, performance and enforcement ofthis Pledge Agreement, unless expressly provided to the contrary, shall begoverned by the laws of the State of New York, without giving effect to theprinciples of conflicts of law thereof, except to the extent that the validityor perfection of the security interest hereunder, or remedies hereunder, inrespect of any particular collateral are governed by the laws of a jurisdictionother than the State of New York.  TheNote and this Pledge Agreement constitute the entire agreement among theparties hereto and supersede any prior agreements and understandings, oral orwritten, between the parties hereto, with respect to the subject matter hereof.

 

SECTION 6.7.        Forum Selection and Consent toJurisdiction.  Any litigation basedhereon, or arising out of, under, or in connection with, this Pledge Agreementshall be brought

9

----

 

and maintained exclusively in the courts of the State of New York or inthe United States District Court for the Southern District of New York.  The Pledgor hereby expressly and irrevocablysubmits to the personal jurisdiction of the courts of the State of New York andof the United States District Court for the Southern District of New York forthe purpose of any such litigation as set forth above and irrevocably agrees tobe bound by any judgment rendered thereby in connection with such litigation,subject to such Pledgor’s right to contest such judgment by motion or appeal onany grounds not expressly waived in this Section 6.7.  The Pledgor hereby irrevocably consents tothe service of process by registered mail, postage prepaid, or by personal servicewithin or without the State of New York. The Pledgor hereby expressly and irrevocably waives, to the fullestextent permitted by law, any objection which it may have or hereafter may haveto the laying of venue of any such litigation brought in any such courtreferred to above and any claim that any such litigation has been brought in aninconvenient forum.  To the extent thatthe Pledgor has or hereafter may acquire any immunity from jurisdiction of anycourt or from any legal process (whether through service or notice, attachmentprior to judgment, attachment in aid of execution or otherwise) with respect tothe Pledgor or the Pledgor’s property, the Pledgor hereby irrevocably waivessuch immunity in respect of its obligations under this Pledge Agreement.

 

IN WITNESSWHEREOF, the parties hereto have duly executed and delivered this PledgeAgreement as of the day and year first above written.

 
|   | /s/ Gennadi  Finkelshtain |
|--------|---------------------------|
|   | GENNADI  FINKELSHTAIN     |
|   |                      |
|   |                      |
|   | MEDIS TECHNOLOGIES LTD.   |
|   |                      |
|   | By:                       | /s/ |
|   | Name:                     |
|   | Title:                    |

 

10

----