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SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
Wednesday, December 19 2007 @ 03:29 AM EST

SCO proposes to sign, subject to court approval, a new lease for three years in New Jersey and a new lease with Canopy for their space in Utah, although both will involve cutting back on space and rent.

I know. Three years. They should live so long. This is the company that was described in court at a recent hearing as being under a death sentence.

SCO calls it an assumption of the leases, but I'd say it feels a lot like two new ones, because they both expire this month, so SCO could pack up their stuff and move out, if they wanted to. They don't want to. But how will they pay these rents? They propose to sell off all their Unix assets and their patent, after all, so where is the business that will pay the monthly rents?

This all comes up because when you file for bankruptcy protection, you get to decide if you will keep, or assume, your executory contracts and unexpired leases or not -- executory means it isn't fully performed yet. Actually, apparently executory is not too clearly defined, according to this article. But we know what an unexpired lease is. That same article says you have to assume this type of lease within 60 days of filing for Chapter 11:

In Chapter 7, trustees must assume or will be deemed to have rejected executory contracts and residential leases within 60 days of filing, unless the deadline is extended by the court before its expiration. In Chapters 9, 11, and 13, such agreements may be assumed or rejected at any time before confirmation. However, non-residential leases must be assumed within 60 days or any extension deadline granted before expiration.

Isn't it too late then? Did SCO get an extension? They filed on September 14. Section 365 of the Bankruptcy Code is the pertinent section, as SCO explains in the oddly paginated motion, page 3 of the PDF, page 6 of the motion.

SCO wants to keep both the New Jersey lease and the Canopy lease in Utah, and both leases expire at the end of December. That gives them very little time to figure out a solution, and yet they say, on page 6 of their motion, that the Utah deal isn't finalized yet. But the New Jersey one is, so we get to read its terms. In both, the idea is to reduce space, and because of renting smaller quarters, paying less rent. SCO tells the court it needs approval of the New Jersey lease by January 8. Does reduced space mean cutting back again on employees?

Here are the filings where I found all this fascinating information:

278 - Filed & Entered: 12/18/2007
Motion to Approve (B)
Docket Text: Motion to Approve the Assumption of Nonresidential Real Property Leases with GRE Mountain Heights Property LLC and Canopy Properties, Inc. Filed by The SCO Group, Inc.. Hearing scheduled for 1/8/2008 at 10:00 AM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 12/28/2007. (Attachments: # (1) Notice # (2) Exhibit A # (3) Proposed Form of Order # (4) Certificate of Service with Service Lists) (Werkheiser, Rachel)

Exhibit A is the lease. And if you read the terms carefully, you'll see the landlord isn't cutting them much slack at all. If they wish to renew again, for example, they have to be out of bankruptcy. Three years is quite a short period for a commercial lease, in my experience, and I noticed on a very quick reading that the landlord, I think, can kick them out on 90 days' notice for no reason other than finding another tenant they want to rent to. And if they don't, at the end of the lease term, the new rent will be whatever the market is, something they'll figure out at the time.

Here's an explanation [or as PDF] by some New Jersey lawyers of executory contracts and unexpired leases and how it all plays out in bankrupty, if you are interested. I note it also says that they have only sixty days from filing to assume or reject a lease of this kind, unless they get an extension. Maybe they did. Bankruptcy court is more casual as to everyone getting together and talking, so maybe that happened. These aren't SCO's only US leases. SCO's latest 10K says they have more property to figure out than these two:

We are headquartered in Lindon, Utah, where we lease administrative, sales and marketing facilities. We lease additional facilities for administration, sales and marketing and product development in Scotts Valley, California and Murray Hill, New Jersey. The leases for our facilities expire at various dates through our fiscal year ending October 31, 2008.

I don't see anything about California in this motion. Maybe it's gone already and we missed it, or maybe that lease doesn't expire this month. The 10K lists quite a lot of exhibits, but either I'm too dumb to find them or they were filed in paper form only, but in the list you find:

Exhibit 10.15 - Office Sublease Agreement by and among the Registrant, Canopy Properties, Inc. and Gateway Technology Center, LLC, dated January 10, 2002 (incorporated by reference to Exhibit 10.6 to the Registrantís Annual Report on Form 10-K for the fiscal year ended October 31, 2003 (File No. 000-29911))

Exhibit 10.16 - First Amendment to Office Sublease Agreement by and among the Registrant and Canopy Properties, Inc., dated September 15, 2003 (incorporated by reference to Exhibit 10.7 to the Registrantís Annual Report on Form 10-K for the fiscal year ended October 31, 2003 (File No. 000-29911)).

And I found this part of the article about executory contracts and unexpired leases of interest:

1) Assumption. If an executory contract is "assumed" during the administrative or post-petition period then the other party to the contract becomes an administrative creditor granted priority payments over most pre-petition creditors ("administrative priority").

Uh oh. What about leases? I don't know, but I think so, based on this sentence from the first article:

Because damages for breach of an assumed contract or lease have priority, creditors will generally want assumption (where no assignment is contemplated) to be deferred until confirmation.

That means, it makes sense to wait until you are sure the business is going to survive before confirming or assuming. But the leases run out this month.

Excuse my cynicism, please, and my ignorance, but would this put Canopy and the GRE Mountain, the New Jersey landlord, ahead of the others in line? They are both on the list of the top 20 creditors already, GRE at $132,502.00 owed and Canopy at $139,895.00. SCO filed for bankruptcy in September, and presumably had already paid for that month, so they listed three months' going forward as the debt, I think. In the case of New Jersey, for example, the old rent was $44,167.50 a month. So, three months would be $132,502.50. Close enough. And one assumes that was paid after the court approved SCO paying normal business expenses.

The new rent will be the same for three months, with security taken out, and then the rent drops to $26,559.24 a month through the lease term, ending December of 2010. So that's $318,710.88 a year. I think, then, that the minute SCO signs with New Jersey, the debt would become $132,502.50 (the first three months) plus $239,033.16 for the rest of that year, and then $637,421.76 for the next two years, for a grand total of $876,587.42. That's just one lease. The Canopy lease is more.

This is a company that has no discernible business, after it sells all its Unix assets, and this debt becomes a priority debt. Hmm. I have an idea. I mean, to keep debts down while SCO figures out if it can survive at all, how about a one-year lease instead? Or month to month? Too simple? SCO argues that the standard is that the debtor "need only show that its decision to assume or reject the contract is an exercise of sound business judgment", as it quotes from a case. That's not a difficult standard to meet, it notes. I guess not, if this plan is acceptable. But don't you have to have a business to have sound business judgment about it?

SCO points out that the new leases have no cure amounts, so they'll actually be reducing their expenses. That depends on how you look at it. It's, to me, like knowing there is no money in the month's budget for any clothes shopping, buying a dress anyway, and telling your husband it was a "bargain". Not if you have no money to spend, it isn't. Or, if I want to rent a penthouse in Trump Tower, but I have no job, can I do it? Would it reflect sound judgment if I sign a lease before I find a job that will pay that rent? And what about the landlords? Since when do landlords let you rent on a hope and a prayer?

There is a drawing of the proposed reduced space in New Jersey, and there are terms for building a wall in the IT room, if another tenant moves into the old space SCO is vacating. I'm sure construction is just the thing for an IT room. I don't know which is stranger, the lease or the fact that SCO, poised to sell off pretty much all of its Unix assets, thinks it will need a New Jersey office at all. Seriously, why not consolidate your employees in one place and pay only one rent?

I can't explain it, because I don't understand SCO, and that is what makes them so riveting. And bankruptcy is an odd bird too, don't you think? I mean, this puts the judge in the hot seat. SCO is asking to take on new debt, in point of fact, although it's technically an assumption, and yet what can he do? They have to be somewhere until they fall into Chapter 7 and die. But that feels so imminent, and yet, who really knows? If he approves the new leases, then it affects the other creditors, conceivably, I gather. But if he doesn't, then what? How can he say no? He can't tell SCO to become homeless, so to speak. They are still in Chapter 11, after all.

I guess they could disappear into the Bermuda Triangle or wherever those MIT deep divers ended up vanishing and stay there. In my dreams, of course, SCO does disappear. And then, like a character in a soap opera, maybe I could wake up and the plot line will be that it was all just a horrible dream.

At least that would solve this knotty lease problem. Honestly, being a judge must be the hardest job in the world. You get to solve all the unsolvable problems. And if SCO is before you, you surely don't get a whole lot of time to do it.


  


SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah | 142 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
Corrections Here
Authored by: feldegast on Wednesday, December 19 2007 @ 03:35 AM EST
so PJ can fix them

---
IANAL
My posts are ©2004-2007 and released under the Creative Commons License
Attribution-Noncommercial 2.0
P.J. has permission for commercial use.

[ Reply to This | # ]

NewsPicks & Comments Here, please...
Authored by: perpetualLurker on Wednesday, December 19 2007 @ 03:37 AM EST



Thank you!


...........pL.......................


---
"Work like you don't need the money. Love like you've never been hurt. Dance
like nobody's watching." -- Leroy "Satchel" Paige

[ Reply to This | # ]

Off-Topic here, please...
Authored by: perpetualLurker on Wednesday, December 19 2007 @ 03:39 AM EST


Thank you once again!


........pL...................

---
"Work like you don't need the money. Love like you've never been hurt. Dance
like nobody's watching." -- Leroy "Satchel" Paige

[ Reply to This | # ]

SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
Authored by: oo on Wednesday, December 19 2007 @ 04:22 AM EST
"new lease with Canopy"

Is it just me or is almost every move SCO does with this bankruptcy geared
towards getting any amount of money out of SCO and into the hands of certain
persons/entities?

---
m.

[ Reply to This | # ]

SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
Authored by: Anonymous on Wednesday, December 19 2007 @ 04:22 AM EST
In Belgium, a court can appoint an interim executive director and auditors.
People from outside who take economical decisions based solely on their
soundness. Wouldn't that be a nice addition to this picture?

[ Reply to This | # ]

Is this a surprise?
Authored by: Anonymous on Wednesday, December 19 2007 @ 04:24 AM EST

Surely SCO knew all along when these leases would expire. Did they give the court any prior indication that this was coming? It would seem poor form to tell the court: "By the way, Your Honor, we'll need a quick decision about spending approximately a million bucks that we don't have, and 'no' would put us in an untenable situation." Bankruptcy is supposed to give you some breathing room with respect to your creditors, but I don't think you're supposed to try to push the court around.

One thing that's been in the news quite a bit lately due to the housing credit mess is the notion that a bankruptcy court has the power to modify the terms of many types of contracts. Given that, I wonder whether this court could simply extend SCO's current leases and effectively put them on month- to-month terms until there's a better understanding of how this will all end?

[ Reply to This | # ]

Construction is fine in machine rooms
Authored by: igb on Wednesday, December 19 2007 @ 04:30 AM EST
``There is a drawing of the proposed reduced space in New Jersey, and there
are terms for building a wall in the IT room, if another tenant moves into the
old space SCO is vacating. I'm sure construction is just the thing for an IT
room.''

Yeah, it's fine doing building work in machine rooms so long as you make
sure that the dust is controlled (with sheeting bonded to the walls), that you
preserve the dust barrier through your floor and ceiling voids, and that you
speak to a grown-up about your cooling and your fire-suppression to avoid
breaking either of them or triggering the latter (building dust will trigger
VESDA and similar fire detection systems).

I've managed a complete re-fit of the ceiling void of a machine room with
new cooling units, and I've managed the removal of a wall to extend the
machine room, both with the system live and in production. It's not
impossible, it's not even hard: it just requires you to plan everything
carefully.
We saw a slight uptick in disk and fan failure rates over the following six
months, which could have been related to an increasing average age of the kit
(just because of the procurement cycles we'd seen) or could have been down
to a small amount of dust contamination. But we wouldn't have noticed it had
we not been looking for it.

ian

[ Reply to This | # ]

About Business Leases
Authored by: Anonymous on Wednesday, December 19 2007 @ 04:55 AM EST
IANAL and my experience relates to the UK, but I don't think leases are so different in the US.

Three years is a normal length for business leases; it's difficult to get 1-month leases except on very small fully-furnished offices. If you want to leave a 3-year lease early, basically you pay to find another tenant. If the USA goes into recession, all business property should get less valuable, so SCO would possibly be paying slightly too much for years 2-3. However I doubt they have a choice, because if they e.g downsize to someone's garage the effect on customer confidence would be disasterous - giafly

[ Reply to This | # ]

Why not consolidate your employees in one place and pay only one rent?
Authored by: DaveJakeman on Wednesday, December 19 2007 @ 05:02 AM EST
Probably SCO considered doing that a long time ago, but ducked the issue.

Consolidation might give long-term savings, but would also have a substantial
up-front cost, together with increased attrition (some people might not want to
move, particularly with Chapter 7 looming). And as SCO don't have a long-term,
that puts it out of the question.

My view is that even if SCO's management were instantly replaced by some really
good, capable guys with the right intentions, it would be very difficult to dig
SCO out of the pit they have dug themselves into. But these guys, well...

---
Monopolistic Ignominious Corporation Requiring Office $tandard Only For
Themselves

[ Reply to This | # ]

SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
Authored by: Anonymous on Wednesday, December 19 2007 @ 06:38 AM EST
And if you read the terms carefully, you'll see the landlord isn't cutting them much slack at all. If they wish to renew again, for example, they have to be out of bankruptcy. Three years is quite a short period for a commercial lease, in my experience, and I noticed on a very quick reading that the landlord, I think, can kick them out on 90 days' notice for no reason other than finding another tenant they want to rent to. And if they don't, at the end of the lease term, the new rent will be whatever the market is, something they'll figure out at the time.

There's a certain delicious irony about companies with draconian EULA's getting such business-unfriendly lease terms. It sounds like the typical EULA, boiling down to "You can pay us lots of money up front and you may (or may not) get what you actutally want; and we can revoke the terms at any time for whatever we deem an offense".

Having been involved in two different business moves (and another half, as my current company has plans to expand into another office in the same building), moving is certainly a big cost to the company in terms of money, time, effort, damaged property, and distractions from core functionality (whether business or litigation  :-). It's painful, lots of things that you rely on end up breaking merely because they've been overlooked. Oh, and it's a nightmare for the IT staff.

-gumnos



[ Reply to This | # ]

SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
Authored by: Steve Martin on Wednesday, December 19 2007 @ 06:40 AM EST
Let's see...

The New Jersey office has the engineers and guys who do the real UNIX work. The
Utah office has management, sales, marketing, and other such overhead-type
jobs.

The New Jersey office is being cut to just over 50% of its previous size, and
the lease is being cut to just over 60% of its former amount. It'll be
interesting to see if the bigwigs' offices get cut anywhere near the that of the
guys who supposedly do the "core UNIX" work.


---
"When I say something, I put my name next to it." -- Isaac Jaffee, "Sports
Night"

[ Reply to This | # ]

Sandeep & Job Hunting
Authored by: Anonymous on Wednesday, December 19 2007 @ 10:06 AM EST
Or being hunted?
Check out the international IT "outsourcing" company that is
in the same building as The SCO Group.

http://www.atosorigin.com/en-us/About_Us/Company_Profile/default.htm

[ Reply to This | # ]

SCO Lease and Floor Plan
Authored by: rsteinmetz70112 on Wednesday, December 19 2007 @ 10:26 AM EST
The Lease doesn't seem to be much different except for the termination provision
PJ notes, that in my experience is pretty unusual. Considering the bankruptcy,
not particularly surprising.

This kind of extension isn't unusual, I've signed several myself.

The Rental rate is around $30, I wonder how that compares to the local market.

Finally I don't think the floor plan is legal. I can't figure out how you can
get in and out, or have two means of egress. The stairs also look too close
together also.

---
Rsteinmetz - IANAL therefore my opinions are illegal.

"I could be wrong now, but I don't think so."
Randy Newman - The Title Theme from Monk

[ Reply to This | # ]

SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
Authored by: Anonymous on Wednesday, December 19 2007 @ 10:48 AM EST
PJ,

When you talk about how they will service the lease going forward, you seem
to be writing as if their business is managing the legacy Unix licenses, which
they are considering selling to cover an anticipated short term revenue
shortfall.

Don't we know by now that their business is making billions of dollars
through lawsuits, which surely they will win, once they get their day in court?

[ Reply to This | # ]

I have a better idea
Authored by: Anonymous on Wednesday, December 19 2007 @ 10:53 AM EST
How about they work out of Darl's basement ?

After all, they can't have many employees left, and it would save them spending
more of Novell's money.

[ Reply to This | # ]

    What can the judge do?
    Authored by: Anonymous on Wednesday, December 19 2007 @ 11:26 AM EST
    > SCO is asking to take on new debt, in point of fact, although it's
    technically an assumption, and yet what can he do?

    He can just deny the request. SCO's fault for not preparing sooner.

    [ Reply to This | # ]

    $26,559.24 a month?
    Authored by: SpaceLifeForm on Wednesday, December 19 2007 @ 02:05 PM EST
    Geeze Louise, I'd rent them out my Mom's basement
    for 10% of that. They don't need a lot of space.
    I'd even throw in some munchies and beer.

    And they call themselves geeks. Sheesh.


    ---

    You are being MICROattacked, from various angles, in a SOFT manner.

    [ Reply to This | # ]

    If the lease expires, what then?
    Authored by: Anonymous on Wednesday, December 19 2007 @ 02:07 PM EST
    If any objections are filed by December 28th there will be a hearing on the
    motion on January 8th. But the current lease appears to expire on the end of
    December 31st. So if there are objections, what happens to SCO occupying an
    unleased space? Would this still work as an amended lease instead of a new lease
    in that case? Just wondering.

    [ Reply to This | # ]

    SCOG's _brilliant_ strategy;
    Authored by: rsmith on Wednesday, December 19 2007 @ 02:12 PM EST
    Filing for banktruptcy so they can spend other peoples money even faster!

    ---
    Intellectual Property is an oxymoron.

    [ Reply to This | # ]

    The have to renew the lease, I'd think ...
    Authored by: dkpatrick on Wednesday, December 19 2007 @ 02:22 PM EST
    If they don't renew the lease they're admitting they don't have an ongoing
    business and are abandoning their facilities. That would make Chapter 11 moot,
    wouldn't it?

    ---
    "Keep your friends close but your enemies closer!" -- Sun Tzu

    [ Reply to This | # ]

    Is it really a 3 year lease?
    Authored by: darkonc on Wednesday, December 19 2007 @ 02:56 PM EST
    Given that the landlord can kick them out if (s)he finds another tenant, It's really something less than a month-to-month lease. (I don't think that it's normal that a landlord can kick you out at will -- even without a lease).

    On the other hand, SCO is promising to pay the rent, it would seem, even if they go bankrupt.

    Most leases I've seen have a clause that they revert to month-to-month once they expire. If that's the case here, then they're no worse off for the next 3 months (during which they'll be paying the same rent), and -- if they're not extinct by then -- they're not that much worse off going into the future (and can take their time negotiating more sane terms).

    Whether they sign the lease or not they're on hook for being kicked out without much warning, so why sign the lease?

    ---
    Powerful, committed communication. Touching the jewel within each person and bringing it to life..

    [ Reply to This | # ]

    common
    Authored by: Anonymous on Wednesday, December 19 2007 @ 06:05 PM EST
    This looks normal to me.
    I donít think it is that uncommon for lease renewals to come down to the wire,
    especially when there are complications like bankruptcy.
    This is also sound business regardless of what happens because even if SCO dies,
    somebody will take over Unix and will need the engineers and their offices in
    NJ, and the engineers from old SCO in Scotts Valley.
    It is hard to move a business, and cost a lot too.
    A three year lease is about the least you can get in commercial real estate.

    The reduction in space probably reflects previous layoffs, not future ones.

    This was probably delayed because SCO canít afford to move, so the land lord has
    them over a barrel and is asking for a lot (like the ability to kick them out
    for another tenet), and SCO is probably trying to reduce their rent as much as
    they can.

    The Scotts Valley lease came from old SCO, and might well be a 20 or 30 year
    lease. No surprise it is on a different time schedule.

    Dennis H.




    [ Reply to This | # ]

    Lots of staff have already left
    Authored by: Anonymous on Wednesday, December 19 2007 @ 06:23 PM EST
    Them downsizing the leases doesn't mean they are getting rid of more staff. All
    the staff that have already left still have offices, as far as I can see. SCO
    presumably has lots of empty space - it's probably just getting rid of that.

    [ Reply to This | # ]

    SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
    Authored by: Steve Martin on Wednesday, December 19 2007 @ 06:27 PM EST

    - The SCO Group cuts half their NJ operation's office space.

    - Sandeep Gupta (who according to his exec biography on www.sco.com worked in the past as "VP of SCO Engineering and Senior Director of UNIX Engineering while working for the SCO Murray Hill office in New Jersey") resigns right about the same time.

    Coincidence? Does anyone know if Gupta was still based in NJ at the time he tendered his resignation?

    ---
    "When I say something, I put my name next to it." -- Isaac Jaffee, "Sports Night"

    [ Reply to This | # ]

    Can SCOG be evicted without bankruptcy court permission?
    Authored by: jsoulejr on Wednesday, December 19 2007 @ 07:14 PM EST
    Doesn't the court have the final say in evictions?

    [ Reply to This | # ]

    SCO Asks Bankruptcy Court to Approve New Leases in NJ and Utah
    Authored by: Anonymous on Wednesday, December 19 2007 @ 07:23 PM EST
    Or, maybe all 20 or so employees that are left could work out of one of Darl's
    many homes?

    Can't WAIT for the courts to get off the pot, strip (lift? tear open? what's the
    term?) the veil (of personal liability), and go for those directly responsible
    for this corporate fiasco.

    [ Reply to This | # ]

    Can BK court dictate what landlords must do?
    Authored by: Anonymous on Wednesday, December 19 2007 @ 09:49 PM EST
    If no then how much would consolidation of employees and assets in one place
    cost? Is it reasonable to move employees from NJ to UT or vice versa? Is
    moving even one of these locations into another building (with lower rent) cost
    effective compared to renewing the lease?

    Not trying to take SCO's side here, but those questions came to my mind. What
    SCO is going to do after selling the "Unix Assets" that's the $64,000
    question.

    [ Reply to This | # ]

    • no - Authored by: Anonymous on Thursday, December 20 2007 @ 12:29 AM EST
    How much of the reduced space was not being used?
    Authored by: mtew on Thursday, December 20 2007 @ 06:40 AM EST
    A number of comments have implied that the reduction in space implies further
    reductions in staff. I suspect that the reduction in staff has already taken
    place.

    ---
    MTEW

    [ Reply to This | # ]

    Poison pill?
    Authored by: darkonc on Thursday, December 20 2007 @ 01:55 PM EST
    Think about it: Having a 'lease' with a 90 day eviction clause is essentially untenable to anybody who intends to be in business for any length of time. SCO knows that they're not likely to be in control of the business much longer... In fact, if they sign this lease, then their landlord could give immediate notice, and they'd have to move about .... May -- by which time Kimball will have dropped his axe and SCO will possibly be in chapter 8, with Novell in heavy majority control. -- just in time for an eviction move!

    Now, if Novell takes over and the landlord hasn't yet given an eviction notice, they'll have 2 choices:

    1. Break the lease and pay a heavy penalty, or
    2. Stay and wait for the axe to drop.
    In either case, they've got heavy expenses to deal with.

    ((
    Note that I don't include the option of finding a sub-lease. I mean who'd be stupid enough to commit their business to lease terms like this?

    It'd also be a case of "I wouldn't want to be a member of any club that'd have me", too: What landlord would want to have a long-term tenant with that kind of lack of business sense? If I was their landlord, I'd just redouble my efforts to find a replacement before these new idiots went belly-up as well.
    ))

    Then, finally, consider that Yarrow and co. aren't really in such bad blood with their landlord, and have arranged a personal kick-back scheme with them. ("Think about it.. the most likely result is that you'll get a big cash buyout -- and if you don't, you have the choice of re-renting the abandoned space or renting out the whole space and giving Novell the boot!. You have nothing to lose, and if you get a buyout, I get a personal 'contract' for 1/4 the buyout. What do you say?").

    ---
    Powerful, committed communication. Touching the jewel within each person and bringing it to life..

    [ Reply to This | # ]

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