                IN THE UNITED STATES COURT OF APPEALS

                         FOR THE FIFTH CIRCUIT

                    ____________________________

                            No. 98-41021
                    ____________________________


FINA, INC., formerly known as American Petrofina, Inc.;
FINA OIL & CHEMICAL CO., formerly known as American
Petrofina Company of Texas,

                           Plaintiffs-Counter Defendants-Appellants,

                                versus

ARCO,

                                  Defendant-Cross Claimant-Appellee,

BP OIL COMPANY;
SOHIO PIPE LINE COMPANY,

           Defendants-Counter Claimants-Cross Defendants-Appellees.

        _____________________________________________________

            Appeal from the United States District Court
        for the Eastern District of Texas, Beaumont Division

        _____________________________________________________

                         January 4, 2000
Before REYNALDO G. GARZA, JOLLY, and WIENER, Circuit Judges.

WIENER, Circuit Judge:

     In this case arising under the Comprehensive Environmental

Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. §§

9601 et. seq., Plaintiff-Appellant Fina, Inc. (“Fina”) appeals the

district court’s grant of summary judgment in favor of Defendants-

Appellees BP Oil Company (“BP”) and Atlantic Richfield Company

                                   1
(“ARCO”). Fina contends that the district court improperly applied

Delaware law in holding that cross-indemnities running between the

parties bar Fina’s CERCLA claims against BP and ARCO.           We hold that

the indemnities are unenforceable with respect to the CERCLA

liability in question, and accordingly reverse and remand for

proceedings consistent with this opinion.



                                      I.

                          Facts and Proceedings

     BP acquired a refinery located in Port Arthur, Texas from ARCO

in 1969.    BP subsequently sold the refinery to Fina in 1973.          The

ARCO/BP and BP/Fina agreements of sale contain cross-indemnities

that apportion responsibility between the contracting parties for

liabilities arising from the operation of the refinery.                 The

ARCO/BP agreement provides in relevant part that:

            BP shall indemnify, defend, and hold harmless
            ARCO... against all claims, actions, demands,
            losses or liabilities arising from the
            ownership or the operation of the Assets...
            and accruing from and after Closing... except
            to the extent that any such claim, action,
            demand, loss or liability shall arise from the
            gross negligence of ARCO.

The BP/Fina agreement provides in relevant part that:

            Fina shall indemnify, defend and hold harmless
            BP... against all claims, actions, demands,
            losses or liabilities arising from the use or
            the operation of the Assets... and accruing
            from and after closing.

     In    1989,   Fina   conducted       an   environmental   investigation


                                      2
covering all areas of the refinery.          It found seven areas of the

refinery    contaminated     with    solid     and    hazardous     wastes.

Investigating the origins of the contamination, Fina unearthed

evidence that the pollution was at least in part attributable to

the activities of BP and ARCO.

     Fina reported its discovery to the State of Texas.           The Texas

Natural Resource Conservation Commission ordered Fina to conduct

several further investigations.          Those investigations are still

ongoing.     Fina   has    already   incurred     over    $14   million   in

investigatory and remedial response costs.

     In 1996, Fina sued BP and ARCO seeking contribution and cost

recovery    under   the    Comprehensive       Environmental      Response,

Compensation, and Liability Act (“CERCLA”), 42 U.S.C. §§9607 and

9613(f).1   BP filed a declaratory judgment counterclaim against

Fina, arguing that Fina’s claims are covered by the indemnity

provision in the BP/Fina agreement of sale.          ARCO filed a similar

declaratory judgment cross-claim against BP.

     All parties moved for summary judgment.             The district court

granted the motions of BP and ARCO, ruling that (1) Fina’s claims

against BP are covered by the BP/Fina indemnity provision, (2)


     1
       Fina has also made claims under the Resource Conservation
Recovery Act, 42 U.S.C. §§ 6901 et seq., and Section 361.344 of the
Texas Solid Waste Disposal Act. Although we follow the lead of the
district court and the parties to the case in addressing our
opinion solely to Fina’s CERCLA claims, we discern no reason why
our holding should not be equally applicable to these other claims
as well.

                                     3
Fina’s claims against ARCO are covered by the ARCO/BP indemnity

provision, and (3) because ARCO is indemnified by BP which in turn

is indemnified by Fina, a “circuitous indemnity obligation” is owed

by Fina to ARCO, which obligation covers Fina’s claims against

ARCO.



                                    II.

                                  Analysis

A.   Standard of Review

     The proper interpretation of a contract is a question of law

subject to de novo review.2



B.   Issues

     We are called on to interpret and determine the enforceability

of two related yet distinctly different indemnity provisions.                The

BP/Fina    and   ARCO/BP     indemnity       provisions       both     allocate

responsibility between the contracting parties for liabilities

arising from the ownership or operation of the refinery.               The two

provisions differ, however, in two significant respects.                First,

whereas the BP/Fina agreement of sale includes a choice of law

provision designating Delaware law as the governing law, the

ARCO/BP   agreement   of   sale   does    not   contain   a   choice    of   law



     2
         See, e.g., Bolding v. C.I.R., 117 F.3d 270, 273 (5th Cir.
1997).

                                     4
provision.    Second, the ARCO/BP indemnity provision, unlike its

BP/Fina counterpart, states that it covers all claims “except to

the extent that any such claim... shall arise from the gross

negligence of ARCO.”     We must therefore analyze the two indemnity

provisions separately.



1.   The BP/Fina Indemnity Provision

     Fina contends that the BP/Fina indemnity provision does not

indemnify BP for retroactive CERCLA liability. Under the indemnity

provision,    Fina’s    obligations       to    BP    extend    only    to   those

liabilities that accrue after the closing date of the BP/Fina

agreement of sale.      Fina contends that, although CERCLA was not

enacted until 1980, the CERCLA liability “accrued” at the time that

BP and ARCO polluted the refinery grounds —— well before the

closing date of the BP/Fina agreement of sale.               Fina argues in the

alternative that, even if the BP/Fina indemnity provision does

purport within its broad terms to cover the CERCLA liability in

question, the provision is unenforceable with respect to that

liability    because    governing   Delaware          law   requires    that,    to

indemnify a party for prospective strict liability claims, an

indemnity provision must “clearly and unequivocally” state that it

covers such claims. As we conclude that the indemnity provision is

unenforceable   under    Delaware     law      with   respect   to     the   CERCLA

liability at issue here, we need not reach the question whether the



                                      5
liability “accrued” prior to closing, within the meaning of the

agreement.



      a.     Choice of Law

      In assessing the enforceability of the BP/Fina indemnity

provision, we must first determine which state’s choice-of-law

provisions govern.    “A federal court must follow the choice-of-law

rules of the state in which it sits.”3        The instant case was filed

in the United States District Court for the Eastern District of

Texas.      We will therefore follow Texas choice-of-law rules in

determining the governing state law.

      The BP/Fina agreement of sale specifies that it is governed by

Delaware law.     Texas honors contractual choice-of-law provisions

unless the designated law is contrary to a “fundamental policy” of

Texas.4

      The relevant principle of Delaware law holds that “in order

for a party to be entitled to indemnification for the results of

its   own    negligence   the   contract    must   be    crystal   clear   or

sufficiently    unequivocal     to   show   that   the   contracting   party

intended to indemnify the indemnitee for the indemnitee’s own




      3
       St. Paul Mercury Ins. Co. v. Lexington Ins. Co., 78 F.3d
202, 205 (5th Cir. 1996).
      4
          DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677-78 (Tex.
1990).

                                      6
negligence.”5      Prior to 1987, Texas followed an identical rule.6

In 1987, however, the Texas Supreme Court adopted the stricter

“express negligence” standard.7       This standard holds that “parties

seeking to indemnify the indemnitee from the consequences of its

own negligence must express that intent in specific terms.”8

     Although the Texas and Delaware rules do differ, it can hardly

be said that Delaware’s “clear and unequivocal” test violates a

fundamental policy of Texas.     “[T]he focus is on whether the law in

question is part of state policy so fundamental that the courts of

the state will refuse to enforce an agreement contrary to that law,

despite the parties’ original intentions.”9          Texas does not, as a

matter of public policy, refuse to enforce all indemnity provisions

that purport to cover the indemnitee’s own negligence.              Texas

merely requires that, to merit enforcement as to such claims, an

indemnity provision must expressly state that its coverage extends

to the negligence of the indemnitee.        The “clear and unequivocal”

test is not inconsistent with a fundamental policy of Texas.

Delaware    law   will   therefore   be   applied   in   interpreting   and


     5
       Sweetman v. Strescon Industries, Inc., 389 A.2d 1319, 1321
(Del. Super. 1978).
     6
       See Dorchester v. American Petrofina, Inc., 710 S.W.2d 541,
543 (Tex. 1986).
     7
         See Ethyl Corp. v. Daniel Const. Co., 725 S.W.2d 705 (Tex.
1987).
     8
         Id at 708.
     9
         DeSantis, 793 S.W.2d at 680.

                                     7
assessing the enforceability of the BP/Fina indemnity provision.



     b.   Application of Delaware law

     Fina has indemnified BP for “all claims, actions, demands,

losses or liabilities arising from the use or operation of the

Assets... and accruing from and after Closing.”   Assuming, without

deciding, that the CERCLA liability at issue “accrued” after the

closing date of the BP/Fina agreement of sale, the indemnity

provision clearly purports to cover CERCLA liability within its

broad terms:   The phrase “all claims” certainly encompasses claims

arising under CERCLA.10

     The analysis, however, does not stop there.    Under Delaware

law, contracts to indemnify a party against the consequences of its

own negligence are strictly construed against the indemnitee.11 The

purpose of this rule is to ensure that the indemnitor is fully

cognizant of the extraordinary risk that it is assuming.12     The

rule functions as a “penalty default”; any entity that wishes to

contract away liability for the consequences of its own negligence


     10
       We do not decide whether a reasonable interpretation of the
phrase “all claims” would include claims that were merely
prospective at the time the indemnity provision was signed.
     11
       See Powell v. Interstate Vendaway, Inc., 300 A.2d 241, 243
(Del Super. 1972); Laws v. Ayre Leasing, No. 92C-07-254, 1995 WL
465334, at *2 (Del. Super. July 31, 1995).
     12
       See Laws, 1995 WL 465334, at *2; Clark C. Johnson, Note,
Collapsing the Legal Impediments to Indemnification, 69 Ind. L.J.
867, 878 (1994).

                                 8
is put on notice by the rule that, to be enforceable, any indemnity

provision that it signs must state with specificity the types of

risks that it is transferring to the indemnitor.         If an indemnity

provision is not sufficiently specific, Delaware courts simply will

refuse to enforce the risk transfer.

     Delaware law thus requires that, to be enforceable, “the

intent to indemnify must be clear and unequivocal” on the face of

an indemnity provision.13      “To be enforceable, the provision must

specifically focus attention on the fact that by the agreement the

indemnitor   was   assuming   liability   for   [the]   indemnitee’s   own

negligence.”14 The Delaware courts have often stated that there are

no particular words that must be used to render an indemnity

provision enforceable.15       But “[n]o Delaware case has allowed


     13
       Cumberbatch v. Bd. of Trustees of Del. Tech. & Community
College, 382 A.2d 1383, 1386 (Del. Super. 1978). See also Blum v.
Kauffman, 297 A.2d 48, 49 (Del. 1972); All-State Investigation and
Security Agency v. Turner Constr. Co., 301 A.2d 273, 274-75 (Del.
1972).
     14
       James v. Getty Oil Co., 472 A.2d 33, 36 (Del. Super. 1984)
(citing Sweetman, 389 A.2d 1319).
     The sophistication of the contracting parties is irrelevant;
the vast majority of the cases in which Delaware courts have
applied the clear and unequivocal test have involved contracts
between large, sophisticated entities. See, for example, Powell,
300 A.2d 241 (contract between Interstate Vendaway, Inc. and
Chrysler Corp.); Paoli v. Dave Hall, Inc., 462 A.2d 1094 (Del.
Super. 1983) (contract between a construction contractor and a
subcontractor); James v. Getty Oil Co., 472 A.2d 33 (Del. Super.
1984) (contract between Getty Oil Co. and Catalytic, Inc.).
     15
        See James, 472 A.2d at 37; Laws, 1995 WL 465334, at *2
(citing Rock v. Delaware Elec. Coop., Inc., 328 A.2d 449 (Del.
Super. 1974)).

                                   9
indemnification of a party for its own negligence without making

specific reference   to   negligence   of   the   indemnified   party.”16

Moreover, Delaware courts have consistently refused to enforce

indemnity provisions that use broad, catch-all language but fail to

make a specific reference to claims arising from the indemnitee’s

own negligence.17

     Thus, to merit enforcement under Delaware law, an indemnity

provision must at a minimum demonstrate on its face “that the

     16
          See Jordan v. E.I. duPont de Nemours and Co., 1986 WL
11553, at *3 (Del. Super. Aug. 8, 1986); Paoli v. Dave Hall, Inc.,
462 A.2d 1094, 1098 (Del. Super. 1983). For examples of indemnity
provisions that have been upheld as applied to claims arising from
the indemnitee’s own negligence, see All-State, 301 A.2d at 274
(enforcing a provision indemnifying for “any claims... whether or
not such claims are based on Turner’s alleged active or passive
negligence”); Noble J. Dick, Inc. v. Warburton, 321 A.2d 345, 346
(Del. 1975) (enforcing a provision indemnifying for “all claims...
whether or not such injury is due to or chargeable to any
negligence of the Contractor”); Cumberbatch, 382 A.2d at 1385
(enforcing a provision indemnifying for “all claims... regardless
of whether or not it is caused in part by a party indemnified
hereunder”); Fountain v. Colonial Chevrolet Co., 1988 WL 40019
(Del. Super. Apr. 13, 1988) (enforcing a provision indemnifying for
“all loss or damages... even if said losses arise out of the
negligence of Company”).
     17
        See Marshall v. Maryland, D. & V. Ry. Co., 112 A. 526 (Del.
Super. 1921) (refusing to enforce as applied to a claim arising
from the indemnitee’s own negligence an indemnity covering “damages
of whatsoever kind of nature arising in any manner or under any
circumstances”); Paoli, 462 A.2d at 1098 (refusing to enforce as
applied to the indemnitee’s own negligence an indemnity covering
“all suits”); Hitchens v. Cannon & Cannon, 1987 WL 17440 (Del.
Super. Sept. 16, 1987) (refusing to enforce as applied to a claim
arising from the indemnitee’s own negligence an indemnity covering
“all... claims... howsoever arising or incurred”); Kreider v.
Schumacher & Co., 816 F.Supp. 957, 962 (D. Del. 1993) (stating that
“the <all claims’ phrase is modified by Delaware case law to exclude
from indemnification claims which arise from [the indemnitee’s] own
negligence”); Blum v. Kauffman, 297 A.2d 48 (Del. 1972).

                                 10
subject of negligence of the indemnitee was expressly considered”

by the parties in the drafting of the agreement.18               The BP/Fina

indemnity provision gives no indication that the parties considered

the issue of indemnifying BP for the consequences of its own

negligence:   There is no reference in the indemnity to BP’s own

negligence,   and   its   use   of   the   phrase   “all   claims,   actions,

demands, losses or liabilities” is insufficient as a matter of

Delaware law to satisfy the clear and unequivocal test.              Thus, the

BP/Fina indemnity provision is unenforceable as applied to the

prospective CERCLA liability at issue in this case.

     BP attempts to avoid this result on two grounds.                BP first

argues that the clear and unequivocal rule is inapplicable here

because it only applies to claims based on negligence, whereas

CERCLA claims are based on strict liability.          No Delaware case has

addressed the applicability of the clear and unequivocal test to

claims based on strict liability.           Several other jurisdictions,

however, have held that the clear and unequivocal test is fully

applicable to claims based on strict liability.19            The transfer of

liability   for   any   prospective    legal   claim,      whether   based   on


     18
       Rizzo v. John E. Healy and Sons, Inc., 1990 WL 18378, at *2
(Del. Super. Feb. 16, 1990).
     19
       See, e.g, Purolator Products v. Allied Signal, Inc., 772
F.Supp. 124, 131 n.3 (W.D.N.Y. 1991) (“While CERCLA liability is
strict, and is not based on negligence, I believe that the policy
behind the rule regarding negligence is also applicable here”);
Houston Lighting & Power Co. v. Atchison, Topeka & Santa Fe Ry.,
890 S.W.2d 455, 458 (Tex. 1994).

                                      11
negligence   or   on   strict   liability,   involves   an   extraordinary

shifting of risk.      We perceive no reason why Delaware would choose

to differentiate between the two types of claims for purposes of

this rule. We therefore hold that Delaware’s clear and unequivocal

rule is equally applicable to indemnification for strict liability

claims.

     Second, BP argues that the clear and unequivocal test is

applicable only to indemnification for that subset of prospective

liabilities that is given rise to by future acts of the indemnitee.

All of Fina’s claims against BP are predicated on actions taken by

BP prior to the signing of the BP/Fina indemnity provision.          Thus,

if BP’s argument were correct, the BP/Fina indemnity provision

should be interpreted according to normal contract interpretation

principles —— rather than the “clear and unequivocal” rule —— and

would preclude Fina’s recovery against BP.

     No Delaware case has directly addressed the applicability of

the clear and unequivocal test to indemnification for prior acts

giving rise to potential future liability (with “past” and “future”

being determined by reference to the time at which the indemnity

provision was signed).          Indeed, it does not appear that any

Delaware case has ever distinguished between past and future

conduct or past and future liability in applying the clear and

unequivocal test to an indemnification provision.            BP’s argument

appears to be predicated on Texas law, which specifies that “[the

express negligence test] is explicitly limited to releases and

                                    12
indemnity clauses in which one party exculpates itself from its own

future negligence.”20            BP    relies   on     this   and   other    similar

statements in Texas cases in concluding that, under Texas law, at

least,     the     express     negligence       test     is     inapplicable        to

indemnification for past conduct giving rise to potential future

liability.

     Even as to Texas law, it is not at all clear that BP’s

conclusion is correct.         The language used by the Texas courts is

ambiguous:       “Future negligence” might refer to future negligent

conduct,    but    it   also   might   refer    to     future   claims      based   on

negligence.       True, the Texas rule does clearly distinguish between

(1) indemnification for past conduct for which claims have already

been filed at the time the indemnity provision is signed and (2)

indemnification for future conduct for which claims could not

possibly have been filed at the time the indemnity provision was

signed.    Still, no Texas case has addressed the applicability of

the rule to the rare situation in which a party attempts to invoke

the protection of an indemnity against a claim filed after the

indemnity was signed but arising from conduct that occurred prior

to the signing of the indemnity.21

     20
          Green Int’l, Inc. v. Solis, 951 S.W.2d 384, 86-87 (Tex.
1997).
     21
       Two Texas courts —— neither of which appears to have been
aware of the unusual posture of the case before it —— have decided
cases involving such a fact pattern.     One court held that the
express negligence rule was applicable, but the case is
distinguishable because it involved not only an indemnity but also

                                        13
       The purpose of Delaware’s clear and unequivocal test is to

ensure that indemnitors are fully cognizant of the extraordinary

risks that they are assuming.          This rationale is consistent with

distinguishing between those claims that have been filed at the

time   that   an   indemnity   is    signed   and   those   that   are    merely

prospective:       Claims that have already been filed are not an

extraordinary risk, as they are a known and calculable quantity.

The rationale behind the Delaware rule is not consistent, however,

with distinguishing between prospective claims that are based on

past conduct and prospective claims that are based on future

conduct.      Both types of prospective claims constitute unknown

quantities.        Virtually   all    prospective     claims   are   in    fact

unknowable quantities to an indemnitor unless the indemnitee brings

the    prospective    claims   to    the    indemnitor’s    attention:       An

indemnitor can always determine whether claims have already been

filed against an indemnitee, but it is nearly impossible for an

indemnitor to determine whether an indemnitee has engaged in

conduct that is likely to give rise to claims in the future.


a warranty. See Dorchester Gas Co. v. American Petrofina, Inc.,
710 S.W.2d 541 (Tex. 1986), overruled on other grounds, Ethyl Corp.
v. Daniel constr. Co., 725 S.W.2d 705 (Tex. 1987). The other court
held that the express negligence rule was inapplicable, but that
case is also distinguishable because the court found that, although
the claim was not filed until after the signing of the indemnity,
the dispute that gave rise to the claim arose before the signing of
the indemnity and was within the contemplation of the parties when
they signed it. Lexington Insurance Co. v. The W.M. Kellogg Co.,
976 S.W.2d 807 (Tex.App. 1 Dist. 1998). In conclusion, Texas law
concerning indemnification for past acts giving rise to potential
future liability is at best unclear.

                                       14
     It is consistent with the “penalty default” nature of the

Delaware rule to place the burden on an indemnitee both to inform

potential indemnitors that it has engaged in conduct that may give

rise to future liability and to ensure that any indemnity provision

that is signed clearly states that the indemnification extends to

such future claims.      Only by applying the “clear and unequivocal”

rule to indemnification for all claims that were merely prospective

at the time that an indemnity provision was signed can the courts

be   sure   that   the    indemnitor       was   fully   cognizant      of   the

extraordinary risk that it was assuming. We are convinced that the

Delaware courts would apply the clear and unequivocal rule to BP’s

claim for indemnification by Fina.

     We hold, therefore, that (1) the BP/Fina indemnity provision

is subject to the clear and unequivocal test under Delaware law as

applied to   Fina’s      CERCLA   claims    against   BP;   (2)   the   BP/Fina

indemnity provision fails to satisfy the clear and unequivocal

test; and (3) the indemnity provision consequently does not bar

Fina’s claims against BP.



2.   Fina’s “circuitous indemnity obligation” to ARCO

     The district court held that because ARCO is indemnified by BP

which in turn is indemnified by Fina, a “circuitous indemnity

obligation” is owed by Fina to ARCO.         As we hold that Fina does not

owe an indemnity obligation to BP with respect to the CERCLA



                                     15
liability in question, Fina necessarily does not owe a “circuitous

indemnity obligation” to ARCO. Consequently, Fina is not barred by

the indemnity provisions in question from pursuing its claims

against ARCO.



3.   The ARCO/BP indemnity provision

     The ARCO/BP agreement of sale does not contain a choice-of-law

provision.      ARCO and BP agree, however, that the contract is

governed by Texas law.     Since 1987, Texas has applied the “express

negligence” test in lieu of the “clear and unequivocal” test.           The

“express negligence” test holds that “parties seeking to indemnify

the indemnitee from the consequences of its own negligence must

express that intent in specific terms.”22        This rule is applicable

to claims based on strict liability.23        And, because the rationale

behind the Texas rule is the same as the rationale behind the

Delaware rule,24 we are satisfied that Texas would apply the

“express     negligence”   test   to    all   claims   that   were   merely

prospective at the time the indemnity provision was signed.

     The ARCO/BP provision indemnifies ARCO for “all claims...

arising from the ownership or the operation of the Assets... and

accruing from and after Closing... except to the extent that any


     22
          Ethyl Corp., 725 S.W.2d at 708.
     23
          Houston Lighting & Power Co., 890 S.W.2d at 459.
     24
          See id.

                                       16
such claim... shall arise from the gross negligence of ARCO.”                  It

makes no mention of claims based on BP’s own negligence or on

strict liability.          The Texas Supreme Court has held that an

indemnification provision is not enforceable as applied to claims

based on strict liability unless that provision expressly states

the indemnitor’s intent to cover such claims.25                     Even if the

exclusion of gross negligence from the indemnity’s coverage is

interpreted as indicating that BP intended to indemnify ARCO for

ordinary negligence,26        claims based on strict liability are of

quite a different nature.         Texas law requires that each type of

claim     be   separately     referenced    by    an    indemnity    provision:

“Indemnification against strict liability is an exception to usual

business practices in the same manner as indemnifying against

someone else’s negligence. ... [F]airness dictates against imposing

liability      on   an   indemnitor   unless     the   agreement    clearly   and

specifically expresses the intent to encompass strict liability

claims.”27 Thus, the ARCO/BP indemnity provision is not enforceable

under Texas law as applied to claims based on strict liability.

Consequently, ARCO may not seek indemnification from BP for any

amounts recovered against it by Fina based on strict liability.

     25
          Houston Lighting & Power Co., 890 S.W.2d at 458-59.
     26
          See Rizzo, 1990 WL 18378, at *2; Laws, 1995 WL 465334, at
*2-*3.
     27
       Houston Lighting & Power Co., 890 S.W.2d at 458 (refusing
to enforce as applied to a strict liability claim an indemnity
provision that expressly covered ordinary negligence claims).

                                       17
                               III.

                            Conclusion

     For the reasons discussed above, the district court’s grant of

summary judgment is reversed and the case is remanded for further

proceedings consistent with this opinion.

REVERSED and REMANDED




                                18
