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Author Topic: MSSI to acquire two staffing agencies
QuestSolver
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looks like the momo is coming back.I think the 8k will be released around 2 or so.

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Quest

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QuestSolver
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e-mail just released

The 8K will be released momentarily—the draft is being reviewed as we speak.


Investor Relations

Medical Staffing Solutions, Inc. (MSSI)

Phone: 800-811-9499 Ext. 131

E-mail: investmentrelations@telescience.com

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Quest

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zinko
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Well...at least they went from "Shortly" to "Momentarily". I suppose "Shortly" ment 3-5 days or something.

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QuestSolver
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looking for around a 2pm release and hopefully it contains projections and maybe info on another contract ot two.

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Quest

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QuestSolver
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By: ericseb1
11 Jul 2005, 01:09 PM EDT
Msg. 25233 of 25238
Jump to msg. #
OT: We know MSSI should earn around $30MM in revenues in 2006, it is reasonable to assume, especially given the assumed synergies and cost savings between the PRN and MSSI infrastrucutres, that this combined entity could generate 1 to 2 million in earnings.

With 200MM shares o/s, that's (1/2) a penny to a penny per share.

EPS of .005 * P/E of 30 = 15 cents per share
EPS of .01 * P/E of 30 = 30 cents per share

I think they could easilly do 2MM in net income in '06, and if o/s remain around 200MM, then I say 30 cents is very reasonable!

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Quest

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QuestSolver
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nothing on the 8k yet...been watching the filings to!!

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Quest

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zinko
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4:15...for schizzal.

MSSI updates is starting to feel like watching paint dry. Get it filed already!

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QuestSolver
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we have to come to an equal understanding of the companies terminology such as "within days" (turned out to be 2 weeks) so far "shortly" (turned out to be 5 days) and now "momentarily" has been several hours.

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Quest

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buckstalker
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Can't deliver on there word...too bad, I've lost confidence in this company already!!!
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QuestSolver
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Stocks covered on the show Traders Nation

Post from another site

07/11/2005 13:43

Stocks covered on the show Traders Nation (07.11.05) include: Nexicon, Inc. (OTCBB: NXCN), Sun Network Group Inc (OTCBB: SNNW), Bancorp International Group (Pink Sheets: BCIT), Sirius Satellite Radio Incorporated (Nasdaq: SIRI), UC Hub Group, Inc (OTCBB: UCHB). Listen to the rebroadcast at:

http://www.tradersnation.com/radio.shtml#anchor2


Including: Medical Science Systems (BB: MSSI)


(

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Quest

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buckstalker
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MSSI screwed up bad today by not filing the 8k. Looks like I am not the only one that has lost faith...By the way Quest, MSSI stands for Medical Staffing Solutions Inc. not Medical Science Systems

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It's all in the timing...

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paulreetz
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wow, this really needs to come out soon. I really hope it has good additional info...
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QuestSolver
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8k is out.

Form 8-K for MEDICAL STAFFING SOLUTIONS INC


--------------------------------------------------------------------------------

11-Jul-2005

Change in Assets


Item 2.01. Acquisition Or Disposition Of Assets
Medical Staffing Solutions, Inc., a Nevada corporation (MSSI) entered into an asset purchase agreement (the Purchase Agreement) on June 16, 2005, by and among MSSI, Nurses PRN Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of MSSI ( Purchaser), Nurses PRN, LLC, a Florida limited liability company (the Target) and the members listed therein (collectively, the Members, and together with MSSI, Purchaser and the Target, the Parties). The Parties agreed to close the transaction in escrow subject to the confirmation of delivery to the escrow agent (the Agent) of those certain escrow documents listed in Schedule A to the Confirmation of Closing in Escrow, dated June 16, 2005, and provided herewith as Exhibit 99.18.

Pursuant to the Purchase Agreement, the Purchaser acquired substantially all of the assets, properties, privileges, rights, interests, business and goodwill belonging to the Target, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (the Purchased Assets). The Purchased Assets include all cash items, securities and financial instruments of the Target, all Fixed Assets, Accounts Receivable, Real Property Leases, Intellectual Property, Material Contracts, Files and Records and Goodwill (as each term is defined in the Purchase Agreement).

As consideration for the Purchased Assets, the Purchaser shall cause MSSI to issue and deliver 9,500,000 shares of common stock of MSSI to the Target to be delivered to the Members in the denominations set forth opposite each Members name on Exhibit A to the Purchase Agreement. The Purchaser also paid to the Target One Million Six Hundred Thousand Dollars ($1,600,000) as a cash consideration. In addition to the share and cash consideration, the Purchaser shall pay a contingent payment to the Target which shall be based on the Purchasers achievement of financial targets based on an EBITDA Target (as defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand Dollars ($500,000).

In addition to the Purchased Assets, the Purchaser assumed certain Assumed Liabilities (as defined in the Purchase Agreement) including (a) a Three Hundred Sixty Five Thousand Four Hundred Eighty Seven and 50/100 Dollar ($365,487.50) note payable issued to Jeff Dowling by the Purchaser; (b) a Two Hundred Fifty Thousand Dollar ($250,000) note payable to Aftabe Adamjee by the Purchaser and
(c) certain general payables as set forth in Schedule 1.4 of the Purchase Agreement.


Exhibit Description
Exhibit 99.1 Asset Purchase Agreement, effective as Provided herewith
of June 16, 2005, by and among MSSI,
Nurses PRN Acquisition Corp., Nurses
PRN, LLC and the Members listed
therein

Exhibit 99.2 $250,000 Promissory Note, effective Provided herewith
June 16, 2005, by Nurses PRN
Acquisition Corp., Inc. issued to Mr.
Aftab Adamjee

Exhibit 99.3 Executive Employment Agreement, dated Provided herewith
June 16, 2005, by and between Nurses
PRN Acquisition Corp. and Mr. Robert
Murphy

Exhibit 99.4 Executive Employment Agreement, dated Provided herewith
June 16, 2005, by and between Nurses
PRN Acquisition Corp. and Ms. Linda
Romano

Exhibit 99.5 Release, dated June 16, 2005, by Mr. Provided herewith
Aftab Adamjee releasing all claims
against Nurses PRN, LLC, Mr. Robert
Murphy and Ms. Linda Romano

Exhibit 99.6 Release, dated May 26, 2005, by Mr. Provided herewith
Phil Dodge releasing all claims
against Nurses PRN, LLC

Exhibit 99.7 Release, dated June 16, 2005, by Mr. Provided herewith
Robert Murphy releasing all claims
against Nurses PRN, LLC


--------------------------------------------------------------------------------


Exhibit Description
Exhibit 99.8 Release, dated June 16, 2005, by Ms. Provided herewith
Linda Romano releasing all claims
against Nurses PRN, LLC

Exhibit 99.9 Assumption Agreement, dated June 16, Provided herewith
2005, by and among Nurses PRN, LLC,
Nurses PRN Acquisition Corp. and Mr.
Jeffrey T. Dowling

Exhibit 99.10 Pledge Agreement, dated June 16, 2005, Provided herewith
by and between Mr. Robert Murphy and
Ms. Linda J. Romano as Pledgor and Mr.
Jeffrey T. Dowling as Pledgee

Exhibit 99.11 Indemnity and Guaranty Agreement, Provided herewith
dated June 16, 2005, by and among Mr.
Aftab Adamjee, Mr. Robert Murphy and
Ms. Linda Romano as Indemnitors and
Nurses PRN, LLC

Exhibit 99.12 Guaranty of Payment, dated June 16, Provided herewith
2005, by Medical Staffing Solutions,
Inc. with respect to Mr. Jeffrey T.
Dowling

Exhibit 99.13 Guaranty of Payment, dated June 16, Provided herewith
2005, by Medical Staffing Solutions,
Inc. with respect to Mr. Aftab Adamjee

Exhibit 99.14 Guaranty, dated June 16, 2005, by Mr. Provided herewith
Robert Murphy and Ms. Linda Romano
with respect to Jeffrey T. Dowling and
the payment of all indebtedness of
Nurses PRN, LLC

Exhibit 99.15 Bill of Sale, undated, by and between Provided herewith
Nurses PRN, LLC and Nurses PRN
Acquisition Corp.

Exhibit 99.16 Assignment and Assumption Agreement, Provided herewith
dated June 16, 2005, by and between
Nurses PRN, LLC and Nurses PRN
Acquisition Corp.

Exhibit 99.17 Joinder, dated June 10, 2005, by and Provided herewith
between Mr. Aftab Adamjee and Mr.
Jeffrey T. Dowling

Exhibit 99.18 Confirmation of Closing in Escrow, Provided herewith
dated June 16, 2005, by and between
attorneys for MSSI, Nurses PRN
Acquisition Corp. and Nurses PRN, LLC

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Quest

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duckpond
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Is this what we have been waiting for?
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QuestSolver
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since they did change from a full aquisition to more of a merger it really benefitted all involved including us as share holders!!! The cost did no damage and the merger brought in tons of good things!! look what MSSI is getting and this is just part of it!! I can't wait for the 10-Q. Its definitely up from here!!!



SCHEDULE 6.2(a) - CONSENTS


Hospital Contracts

Tenet South Florida
Coral Gables Hospital;
Delray Medical Center, Inc.
Good Samaritan Medical Center
Hialeah Hospital (Tenet Hialeah HealthSystem, Inc.)
North Shore Medical Center (Tenet HealthSystem North Shore, Inc.
Palm Beach Gardens Medical Center
Palmetto General Hospital (Lifemark Hospitals of Florida, Inc.)
Parkway Regional Medical Center (North Miami Medical Center, Ltd.)
Pinecrest Rehabilitation Hospital
St. Mary's Medical Center (Tenet St. Mary's)
West Boca Medical Center, Inc.
Broadlane, Inc (Southern States, Texas, Vegas, Northern California)
All About Staffing (South, West & Central FL, GA, TX, CA, VA)
Catholic Health West (CA, NV)
Bayfront Hospital/ProcureStaff - Tampa
IntelliStaff/Bethesda Hospital - West Palm Beach

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Quest

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QuestSolver
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Man look at these contracts under SCHEDULE 3.15-1

--------------------------------------------------------------------------------

I tried to copy them but it won't let me !!


they are now in 147 more hospitals!!!! throughout the country!plus 22 seperate contracts on this alone!!

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Quest

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[Cool] Help me understand!!!

But did I just hear a blast-off??

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buckstalker
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OK...I have regained confidence now!!!
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net10708
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OK, I'm not an attorney, so this is getting hard to digest.

Here is the part that needs defined:
"As consideration for the Purchased Assets, the Purchaser shall cause MSSI to issue and deliver 9,500,000 shares of common stock of MSSI to the Target to be delivered to the Members in the denominations set forth opposite each Members name on Exhibit A to the Purchase Agreement. The Purchaser also paid to the Target One Million Six Hundred Thousand Dollars ($1,600,000) as a cash consideration. In addition to the share and cash consideration, the Purchaser shall pay a contingent payment to the Target which shall be based on the Purchasers achievement of financial targets based on an EBITDA Target (as defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand Dollars ($500,000).

In addition to the Purchased Assets, the Purchaser assumed certain Assumed Liabilities"


The above sentences don't mean a lot to me, since I can't see a share price consideration on 9.5 million shares. I don't know how much debt they assumed.

All in all, I don't know if this is a good deal or not????????????????????????????

So, I guess we'll watch the market reaction tomorrow? Or maybe someone official will analyze it and make a recommendation?

Sorry, it's just too complicated for my simple mind to grasp at this time. I will hold, but not if it looks like the path is turning south.

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QuestSolver
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then understand this...
Found compensation information for Bob and Linda in the Executive Employment Agreements that were included as part of the 8k filed today. Go to cgg's link on RB for the 8k via pink sheets, scroll down to the compensation agreements and you'll find this info.

This is always the way you want key executives paid. Pay for performance, and in this case it ain't in stock options. Bob and Linda create personal wealth via the increase in price of MSSI shares for a relatively modest 4,750,000 shares apiece received as part of the purchase agreement.

BTW, by all means post this info on RB. The more people who recognize what a quality company we have, the faster the flawed perception of MSSI will disintegrate... and the faster the pps will rise and stick! From what I am seeing, class acts are hard to come by with key execs in OTCBB stocks. We apparently have three of them...

And I include Sahay here though I have one of his biggest detractors...we just have to teach him how to communicate with shareholders.

Section 4.2 Capitalization and Related Matters

$ 159,658,089 outstanding shares on June 16h closing date.


When 9,500,000 shares called for in this agreement are issued, OS should only be 169,158,089...certainly much better than any of us were anticipating in our wildest dreams.

Murphy and Romano each receive 4,750,000 shares and no longer have any personal obligation for Nurses-PRN back taxes or other debts not picked up by MSSI. Plenty of incentive for them to work their butts off to increase MSSI share price!

Looks like Sahay increasing OS earlier in year was to raise the 1.6 million to pay Nurses-PRN back taxes...not, as some speculated, to keep MSSI doors open because company was operating at a severe deficit.

I will be amazed if MSSI's share price does not begin a sustained upward movement into the end of the year...beginning with tomorrow's opening bell...

from another board

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Quest

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pensandoenti67
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****ty

this is not good, the other co. had lots of bad deals and debts... more clients... how is mssi paying all the debts..

we will see how it goes tomorrow...

it can be a day of a range .023 to .059

who knows

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QuestSolver
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pensan---did you read the complete 8K? Did you read "Pay for performance, and in this case it ain't in stock options. Bob and Linda create personal wealth via the increase in price of MSSI shares for a relatively modest 4,750,000 shares apiece received as part of the purchase agreement"
the agreements are clearly written to MAKE THE COMPANY GROW along with the PPS,the debt load is small compared to the additional 22 contracts on top of what we already have and now we are in 147 more hospitals and did you notice the section under accounts payable?? Did you see Staff Relief? Guess who is about to own them to?

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Quest

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QuestSolver
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some very interesting post from another board.


at the very end of the 8K, the Confirmation of Closing Escrow, under item 2, the IRS was provided with a check for 1.6 million on the closing date of June 16th.

This would suggest that Sahay raised those funds earlier this year in anticipation of a closing that we all expected way back in March or April. So...

NO NEW SHARES WILL BE ISSUED TO PAY THE IRS!

PRN profitable??....

Hi Laurie,

I was lying in bed trying to get to sleep when it hit me...

Doesn't the $ 1.6 million in cash that MSSI paid to the IRS on June 16th for back taxes owed by Nurses-Prn imply that Nurses-PRN was profitable?

Peeked back at the Confirmation of Closing Escrow toward the end of the 8K, and sure enough, the 1.6 million was paid on June 16th to the Internal Revenue Service in exchange for the IRS releasing a lien for an identical amount on Nurses PRN assets.

We're talking about a 3 year old start up company here!

Not intending to pump, but looks like we purchased a profitable 3 year old company that owed 1.6 million in taxes because breakneck pace of growth ate up cash flow.

IMHO this bodes well for the future of the combined company and all longs...

Would love to hear your thoughts on this. Also feel free to repost this on RB to generate healthy discussion and, of course, mindless, blatant attacks from ojdiditall.

G'Nite!

Frank

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Quest

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zinko
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That is all pretty good stuff. I just wonder how the market will react to the news today. It took a little de-coding to get a clearer message. I hope the word is spreading that this is a solid stock to cling on to.

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zinko
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The ask is up this morning from .038 to .041 but the bid is still at .037. That is a better trend though...

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pensandoenti67
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What are your predictions for 1 Aug Price?

Can someone in plain English explain a little more on the aquisition.

Thanks

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zinko
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.044 ask....042 bid...looking good!

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QuestSolver
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major gap and run coming for MSSI on the KILLER 8K!!!!

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Quest

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zinko
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What do you think we'll hit today Quest? Dime?

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Buy my stocks...bitches! :)

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zinko
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Nice to open at a 21% increase!!!

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Buy my stocks...bitches! :)

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QuestSolver
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zink--hard to say since many have not even got hit by the 8k yet but on July 31st don't be surprised to see this one over a quarter,the time has come...take time and read the 8K!!

if this breaks .05 by 10am it will get real crazy imo.

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Quest

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zinko
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Starting to bounce a little bit.

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Buy my stocks...bitches! :)

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Had a nice open, but not enough people are aware of this stock yet. We know we have a golden gem, but other people dont even know this stock exists. I believe we will have steady movement upward over the next several months some days will be lfat some will be slighlty down, but overall we will be up big. Unless of course a lot of investors take notice soon then we can pop into the .20's easily, just need people to notice!
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QuestSolver
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looks like someone has a big block buy thats on hold right now.

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Quest

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moving up again .044x.0445
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