Sample Business Contracts


Professional Services Agreement - DLB Systems and Breast Cancer International Research Group

Services Forms


                                   DLB SYSTEMS
                         PROFESSIONAL SERVICES AGREEMENT


                                                    Agreement Date:_July 31,1999



         FOR AND IN CONSIDERATION of the mutual benefits accruing and expected
to accrue hereunder, DLB Systems, (a business unit of Premier Research
Worldwide, Ltd., a Delaware corporation) with principal offices at 1200 Route 22
East, Bridgewater, New Jersey 08807 (hereinafter referred to as "DLB"), and
Breast Cancer International Research Group, with principal offices in Edmonton,
Alberta, Canada (hereinafter referred to as "Customer"), intending to be legally
bound, hereby enter into this Professional Services Agreement (the "Agreement"):



WHEREAS, DLB employs personnel ("Employees") who possess the skills to provide
professional services and deliverables (collectively "Services") commonly
defined in the computer industry to include, without limitation, consulting,
education, installation, data entry and conversion, training, error correction
and software modifications to address the general needs and requirements
expressed by DLB's clients; and

WHEREAS, DLB often contracts to provide its clients with theses Services; and

WHEREAS, Client wishes to secure Services from DLB from time to time for one or
more engagements, each of which be set forth in a separate Work Order or
Engagement Letter the form for which is attached as Schedule A; and

WHEREAS, DLB desires to provide the Services as required by Client from time to
time in accordance with the terms and conditions set forth hereinafter.

NOW, THEREFORE, DLB and Client, intending to be legally bound, hereby agree as
follows:



1. SERVICES
   Client authorizes DLB to provide Services from time to time in accordance
   with the specific provisions designated in a Work Order or Engagement Letter
   signed by authorized officers of DLB and Client. Each Work Order or
   Engagement Letter shall incorporate the terms of this Agreement and will
   constitute a separate agreement binding upon the parties. However, in the
   event of any conflict between this Agreement and the Work Order or Engagement


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<PAGE>

   Letter, the provisions of the Work Order or Engagement Letter shall prevail.

2. TERM OF AGREEMENT
   2.1  This Agreement shall commence on the date it has been executed by both
        parties and shall continue until terminated in accordance with Paragraph
        6, "Default and Termination".

3. PROFESSIONAL SERVICES

   3.1  If the Work Order or Engagement Letter provides for a fixed amount of
        time, once the number of days or hours allocated to a particular Work
        Order or Engagement Letter has been used, Customer must sign a new Work
        Order or Engagement Letter within ten (10) business days or DLB reserves
        the right to discontinue working on the project. If no new Work Order or
        Engagement Letter is signed, the Customer is responsible for the ten-
        (10) additional day's work.

   3.2  DLB will expend reasonable efforts in the performance of the
        Professional Services specified in each Work Order or Engagement Letter
        and represents that its Professional Services hereunder will be of
        professional quality conforming to generally accepted industry
        standards. If necessary, DLB will engage subcontractors to assist in
        performing the Professional Services.

   3.3  Customer must promptly notify DLB if there is a justifiable problem with
        a person assigned by DLB to the Customer's project, or the work being
        performed is not justifiably satisfactory.

   3.4  Ownership of work produced under a Work Order or Engagement Letter shall
        be set forth in the specified Work Order or Engagement Letter. If no
        such designation is made, ownership of the work produced under a Work
        Order or Engagement Letter shall remain with DLB.


<PAGE>

   3.5  Customer shall provide DLB's employees with adequate work areas, access
        to computer terminals, data, software and personnel. And all other
        reasonable facilities as may be required for performance of the
        Professional Services set forth in the Work Order or Engagement Letter.

   3.6  DLB shall be paid monthly for Professional Services rendered under a
        Work Order or Engagement Letter. Charges will be based upon the fees
        agreed to in the Work Order or Engagement Letter and any amendments or
        additions thereto, which have been agreed to by both parties.

   3.7  If no Work Order or Engagement Letter is in place and the Services are
        verbally requested by Customer, then Services will be at a rate verbally
        agreed to by the parties, or if no rate has been verbally agreed to
        between the parties, DLB's standard rates for such Professional
        Services. Payment of invoices produced for Professional Services work
        performed under a verbal agreement shall be considered agreement on the
        part of Customer as to the existence of the verbal agreement.

   3.8  DLB will be reimbursed for all reasonable out of pocket expenses
        incurred and travel time, whether or not these are specifically stated
        on a Work Order or Engagement Letter.

   3.9  DLB and Customer are independent contractors and no employment, agency,
        association, partnership, joint venture or relationship,

Confidential                       Page 2
<PAGE>

        inconsistent with that of an independent contractor shall be created by
        performance of the Professional Services specified in a Work Order or
        Engagement Letter.

   3.10 Upon termination of a Work Order or Engagement Letter by either party,
        DLB shall be paid for all undisputed Professional Services rendered to
        the date of termination.

4. FEES
   4.1  Payment shall be made in accordance with the payment schedule attached
        to a Work Order or Engagement Letter. Invoices are payable within thirty
        (30) days of invoice.

   4.2  After thirty (30) days from the date of invoice, unpaid invoices are
        subject to a late payment charge of one and one half percent (1.5%) per
        month, or the highest legal rate, if less.

   4.3  All amounts mentioned in this Agreement are payable in US dollars. All
        taxable charges, if any, referred to in this Agreement and payable under
        any Work Order or Engagement Letter are net of any applicable sales,
        use, property and other taxes and import or other duties, however
        designated or levied. Payment of all such taxes and duties (excluding
        taxes assessed upon the profit or gain of DLB) shall be the sole
        responsibility of Customer.

5. CONFIDENTIALITY;
   DLB PROPRIETARY RIGHTS
   5.1  Each party agrees to keep confidential all technical, product, business,
        financial and other information regarding the business of the other
        party ("Confidential Information").


<PAGE>

   5.2  Each party shall at times protect and safeguard the Confidential
        Information of the other and shall not disclose, give, transmit or
        otherwise convey any Confidential Information, in whole or in part, to
        any third party.

   5.3  Confidential Information will not include information that (1) is or
        becomes generally known or available through no fault of the recipient;
        (2) is known to the recipient at the time of its receipt from the
        disclosing party; (3) the disclosing party provides to a third party
        without restriction on disclosure; (4) is subsequently rightfully
        provided to the recipient by a third party without restriction on
        disclosure; (5) is independently developed by the recipient, without
        reference to the disclosing party's Confidential Information; (6) is
        required to be disclosed pursuant to a governmental agency or court
        subpoena, provided the recipient promptly notifies the disclosing party
        of such subpoena to allow it reasonable time to seek a protective order
        or other appropriate relief; or (7) is approved for release by written
        authorization of the disclosing party.

   5.4  Because of the unique nature of the Confidential Information, each party
        agrees that the disclosing party may suffer irreparable harm in the
        event the recipient fails to comply with its obligations under this
        Section, and that monetary damages will be inadequate to compensate the
        disclosing party for such breach. Accordingly, the recipient agrees that
        the disclosing party will, in addition to any other remedies available
        to it at law or in equity, be

Confidential                       Page 3
<PAGE>


        entitled to seek injunctive relief to enforce the terms if this Section.

6. DEFAULT AND TERMINATION
   6.1  DLB may terminate this Agreement and any Work Order or Engagement Letter
        under it, if one or more of the following occur; 1) upon fifteen (15)
        days prior written notice, if Customer breaches the provisions of
        Section 5; 2) upon thirty (30) days written notice, if Customer shall
        fail to pay any fee for the work set forth under this Agreement or any
        current or future Work Order or Engagement Letter to it, when due, but
        such termination shall not take effect if Customer makes such payment
        prior to the expiration of the notice period; 3) upon thirty (30) days
        written notice, if Customer is in material default of any other
        provision of this Agreement, but such termination shall not take effect
        if Customer shall cure such default prior to the expiration of the
        notice period; or 4) immediately, if Customer enters into liquidation,
        whether voluntarily or compulsory, or compounds with its creditors, or
        has a receiver appointed, or commits an act of bankruptcy, or becomes
        insolvent, or enters into any arrangement with its creditors, or takes
        or suffers any similar action in consequence of debt, or ceases or
        threatens to cease to carry on business.

   6.2  Customer may terminate this Agreement and any Work Order or engagement
        Letter under it, if one or more of the following occur; 1) upon thirty
        (30) days written notice, if DLB is in material default of any provision
        of this Agreement, but such termination shall not take effect if DLB
        shall cure such default prior to the expiration of the notice period; or
        2) immediately following written notice, if DLB enters into liquidation,
        whether voluntarily or compulsory, or compounds with its creditors, or
        has a receiver appointed, or commits an act of bankruptcy, or becomes
        insolvent, or enters into any arrangement with its creditors, or takes
        or suffers any similar action in consequence of debt, or ceases or
        threatens to cease to carry on business.


<PAGE>

   6.3  Termination shall be without prejudice to the right of DLB to retain any
        fees paid before termination; to be paid any fees or charges that were
        due and unpaid or not yet invoiced at the effective date of termination;
        or seek equitable relief, damages, or both, for breach of any provision
        hereof.

7. LIMITATION OF LIABILITY
   7.1  IN NO EVENT WILL DLB BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY
        REASON WHATSOEVER, WHETHER IN CONTRACT OR TORT, FOR ANY FORM OF
        INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL LOSS, DAMAGE OR EXPENSE
        (INCLUDING, BUT NOT LIMITED TO, LOSS DUE TO INABILITY TO OBTAIN DATA,
        LOSS OF BUSINESS, OR LOSS OF ANTICIPATED PROFITS) IN CONNECTION WITH OR
        ARISING OUT OF THE FURNISHING OF THE PROFESSIONAL SERVICES OR THE
        FUNCTIONING OR USE OF ANY SOFTWARE OR WORK PRODUCED UNDER THIS AGREEMENT
        OR ANY WORK ORDER OR ENGAGEMENT LETTER ENTERED INTO

Confidential                       Page 4
<PAGE>


        PURSUANT TO IT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

   7.2  DLB INDEMNIFIES CUSTOMER FROM LIABILITY FOR PERSONAL INJURY OR PROPERTY
        DAMAGE CAUSED SOLELY BY DLB'S NEGLIGENCE OR WILLFUL MISCONDUCT WHILE
        PERFORMING OBLIGATIONS PURSUANT TO THIS AGREEMENT.

   7.3  IN ANY EVENT, DLB'S LIABILITY FOR DAMAGES SHALL NOT EXCEED THE PRICE
        PAID BY CUSTOMER FOR THE PARTICULAR WORK ORDER OR ENGAGEMENT LETTER
        UNDER WHICH DLB'S LIABILITY ARISES.

8. ASSIGNMENT
   Neither this agreement nor any Work Order or Engagement Letter issued under
   it shall be transferred or assigned, in whole or in part, by Customer without
   the prior written consent of DLB. In the event of a sale of all or
   substantially all of the assets of Customer, a merger, acquisition,
   reorganization or other transaction which involves a change in control of
   Customer or any part of Customer, this Agreement may be assigned to the party
   acquiring control of Customer's assets as long as the new party is not a
   direct competitor of DLB (in which case Customer must obtain DLB's written
   consent) and the new party agrees in writing to be bound by the terms and
   conditions of this Agreement and any Work Order or Engagement Letter under
   it;provided, no such consent shall be required if the new party is an
   affiliate or subsidiary who's stock is at least fifty-one (51%) owned by
   Customer. Customer shall notify DLB of any such transaction within five (5)
   business days after its occurrence.


<PAGE>

9.  NON-SOLICITATION AND HIRING OF EMPLOYEES
    Neither party shall knowingly solicit for employment, hire or utilize the
    services of any employee, agent, representative or consultation of the other
    party during the term of this Agreement or of any Work Order or Engagement
    Letter under it, or for one year after the completion of the performance of
    services hereunder, or assist any third party in so doing.

10. GENERAL
    10.1  Law to be Applied - This Agreement and all Work Orders and Engagement
          Letters under it shall be governed by and interpreted under the laws
          of the State of Delaware.

    10.2  Customer acknowledges and accepts that the role of DLB is solely that
          of a supplier of the Professional Services to be provided under this
          Agreement and any Work Orders or Engagement Letters to it.

    10.3  Publicity - The parties may collaborate on publicity, advertising,
          brochures, literature and the like as regards this Agreement and their
          business relationship. Prior to any distribution, both parties will
          approve all such material in writing.

    10.4  Notices - Notices under this Agreement, any Work Order, Engagement
          Letter or Amendment shall be deemed given when sent one (1) day after
          being presented to Federal Express or the equivalent for delivery to a
          party at the addresses specified below or such new address as either
          party shall communicate to the other in writing from time to time.

Confidential                       Page 5
<PAGE>
         To Customer:
         Breast Cancer International
           Research Group
         Edmonton, Alberta, Canada


         ATTN:

         To DLB Systems:
         DLB Systems
         1200 Route 22 East
         Bridgewater, New Jersey 08807
         ATTN:

    10.5  Force Majeure - No party to this Agreement or any Work Order or
          Engagement Letter under it shall be liable for delay or failure in the
          performance of its contractual obligations arising from any one or
          more events which are beyond its reasonable control. Upon such delay
          or failure affecting one party, that party shall notify the other
          party and use all reasonable endeavors to cure or alleviate the cause
          of such delay or failure with a view to resuming performance of its
          contractual obligations as soon as practicable.

    10.6  Waiver - The failure of any party to enforce or exercise, at any time
          or for any period of time, any term of or any right arising pursuant
          to this Agreement or any Work Order or Engagement Letter under it,
          does not constitute and shall not be construed as, a waiver of such
          term or right and shall in no way affect that party's right to later
          enforce or exercise it. The waiver by either party of the breach of
          any provision of this Agreement shall not constitute a waiver of the
          breach of any other provision or of the subsequent breach of the same
          or any other provision.


<PAGE>

    10.7  Severability - The invalidity or unenforceability of any term of or
          any right arising pursuant to this Agreement or any Work Order or
          Engagement Letter shall in no way affect the remaining terms or
          rights.

    10.8  Binding Effect - This Agreement shall be binding upon and ensure to
          the benefit of the parties, and their heirs, successors and assigns.

    10.9  Inconsistencies Between Agreement, Work Order or Engagement Letter and
          other Documents - Unless a Work Order or Engagement Letter expressly
          provides otherwise, in the event of any inconsistency between the
          terms of this Agreement and any Work Order or Engagement Letter, the
          terms of the most recent Work Order or Engagement Letter shall govern
          and control for the work specified under that specific Work Order or
          Engagement Letter. This Agreement and any Work Order or Engagement
          Letter shall govern and control in the case of any inconsistency
          between it and any purchase order, confirmation or other document
          issued by either party.

    10.10 Plural and Singular Usage - As used herein, the singular of any term
          includes the plural and the plural means the singular, whenever the
          context so requires.

    10.11 Headings - The section headings in this Agreement are inserted for
          convenience only and are not intended to affect the meaning or
          interpretation of this Agreement.

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<PAGE>


    10.12 Notwithstanding the general rules of construction, both DLB and
          Customer acknowledge that both parties were given an equal opportunity
          to negotiate the terms and conditions contained in this Agreement and
          agree that the identity of the drafter of this Agreement is not
          relevant to any interpretation of the terms and conditions of this
          Agreement.

    10.13 Amendment - This Agreement and its terms may not be modified, amended,
          waived, or superceded except by a written instrument signed by an
          authorized representative for DLB and an authorized representative of
          the Customer.

    10.14 The entire understanding between the parties is contained in this
          Agreement and all Work Orders and Engagement Letters under it. This
          Agreement and all Work Orders and Engagement Letters under it
          supersede all prior agreements, statements, representations,
          understandings and negotiations, whether written or oral, and in all
          cases takes precedence.

DLB SYSTEMS:
                                   Breast Cancer International Research Group:
/s/ John Bauer                     /s/ T. Saxton                /s/H.Rhouri
------------------------------     ---------------------------------------------
Signature                          Signature

John Bauer, CFO                    T. Saxton VP Finance    H.Rhouri/President
------------------------------     ---------------------------------------------
Name/Title                         Name/Title

September 1, 1999                  Aug 23, 99                        23 Aug 99
------------------------------     ---------------------------------------------
Date                               Date




Confidential                       Page 7
<PAGE>

                              PROFESSIONAL SERVICES
                                AGREEMENT RIDER-1


                                                       Rider Date: July 31, 1999


This is a Rider to the Professional Services Agreement entered into by and
between Breast Cancer International Research Group and DLB SYSTEMS, a business
unit of Premier Research Worldwide, Ltd., dated July 31,1999 (hereinafter the
"Agreement"). DLB hereby grants to the Licensee a non-exclusive,
non-transferable, and non-assignable by either party without the consent of the
other party, which consent shall not be unreasonably withheld, except for an
assignment to an affiliate or to a purchaser of all or substantially all, of the
assets of the business to which this agreement pertains and to use the software
listed below, as provided by DLB and accepted by Licensee at the location listed
below, in accordance with the terms and conditions of the Agreement. In the
event a discrepancy should arise between the provisions of this Rider and those
of the Agreement, the provisions of this Rider shall apply.

1. IMPLEMENTATION SERVICES

   RECORDER Study Implementation                   $150,000

This estimate is based on our prior experience in implementing the RECORDER
application for a CRO initiating a study for a sponsor. The estimate does not
reflect any understanding, on the part of DLB, of the requirements for the study
to be conducted for RPR. In order to develop a more accurate project estimate,
to include goals, objectives, scope, resources, milestones, deliverables and
cost, DLB must conduct a Pre-Implementation Review of the study requirements.
Upon completion of the Pre-Implementation Review, DLB will prepare a detail
project plan for review and approval by BCRIG prior to commencing work.


2. Payment in full on or before January 31, 2000.

The terms of the Agreement not modified by this Rider shall remain in full force
and effect. This Rider, together with the above referenced Agreement,
constitutes the entire agreement of the parties and supersedes all prior
understanding and agreements, whether written or oral.

By signature below, the parties agree to the foregoing:

Accepted By:

DLB SYSTEMS                              BCIRG

Signature: /s/ John Bauer                Signature: /s/ T. Saxton  /s/ H. Rhouri

Name:      John Bauer                    Name:      T. Saxton   H. Rhouri

Title:     CFO                           Title:     VP Finance President




Confidential                       Page 8
<PAGE>
                              PROFESSIONAL SERVICES
                                AGREEMENT RIDER-2


                                                       Rider Date: July 31, 1999


This is a Rider to the Professional Services Agreement entered into by and
between Breast Cancer International Research Group and DLB SYSTEMS, a business
unit of Premier Research Worldwide, Ltd., dated July 31, 1999(hereinafter the
"Agreement"). DLB hereby grants to the Licensee a non-exclusive,
non-transferable, and non-assignable by either party without the consent of the
other party, which consent shall not be unreasonably withheld, except for an
assignment to an affiliate or to a purchaser of all or substantially all, of the
assets of the business to which this agreement pertains and to use the software
listed below, as provided by DLB and accepted by Licensee at the location listed
below, in accordance with the terms and conditions of the Agreement. In the
event a discrepancy should arise between the provisions of this Rider and those
of the Agreement, the provisions of this Rider shall apply.

1. IMPLEMENTATION SERVICES

   MONITOR Study Implementation                    $50,000

This estimate is based on our prior experience in implementing the MONITOR
application for a CRO initiating a study for a sponsor. The estimate does not
reflect any understanding, on the part of DLB, of the requirements for the study
to be conducted for RPR. In order to develop a more accurate project estimate,
to include goals, objectives, scope, resources, milestones, deliverables and
cost, DLB must conduct a Pre-Implementation Review of the study requirements.
Upon completion of the Pre-Implementation Review, DLB will prepare a detail
project plan for review and approval by BCRIG prior to commencing work.


2. Payment in full on or before January 31, 2000.

The terms of the Agreement not modified by this Rider shall remain in full force
and effect. This Rider, together with the above referenced Agreement,
constitutes the entire agreement of the parties and supersedes all prior
understanding and agreements, whether written or oral.

By signature below, the parties agree to the foregoing:

Accepted By:

DLB SYSTEMS                               BCIRG

Signature: /s/ John Bauer                 Signature: /s/ T. Saxton /s/ H. Rhouri

Name:      John Bauer                     Name:      T. Saxton  H. Rhouri

Title:     CFO                            Title:     VP Finance President



Confidential                       Page 9
<PAGE>



                              PROFESSIONAL SERVICES
                                AGREEMENT RIDER-3


                                                       Rider Date: July 31, 1999


This is a Rider to the Professional Services Agreement entered into by and
between Breast Cancer International Research Group and DLB SYSTEMS, a business
unit of Premier Research Worldwide, Ltd., dated July 31, 1999(hereinafter the
"Agreement"). DLB hereby grants to the Licensee a non-exclusive,
non-transferable, and non-assignable by either party without the consent of the
other party, which consent shall not be unreasonably withheld, except for an
assignment to an affiliate or to a purchaser of all or substantially all, of the
assets of the business to which this agreement pertains and to use the software
listed below, as provided by DLB and accepted by Licensee at the location listed
below, in accordance with the terms and conditions of the Agreement. In the
event a discrepancy should arise between the provisions of this Rider and those
of the Agreement, the provisions of this Rider shall apply.

1. IMPLEMENTATION SERVICES

   ALERT Study Implementation                      $50,000

This estimate is based on our prior experience in implementing the ALERT
application for a CRO initiating a study for a sponsor. The estimate does not
reflect any understanding, on the part of DLB, of the requirements for the study
to be conducted for RPR. In order to develop a more accurate project estimate,
to include goals, objectives, scope, resources, milestones, deliverables and
cost, DLB must conduct a Pre-Implementation Review of the study requirements.
Upon completion of the Pre-Implementation Review, DLB will prepare a detail
project plan for review and approval by BCRIG prior to commencing work.


2. Payment in full on or before January 31, 2000.

The terms of the Agreement not modified by this Rider shall remain in full force
and effect. This Rider, together with the above referenced Agreement,
constitutes the entire agreement of the parties and supersedes all prior
understanding and agreements, whether written or oral.

By signature below, the parties agree to the foregoing:

Accepted By:

DLB SYSTEMS                               BCIRG

Signature: /s/ John Bauer                 Signature: /s/ T. Saxton /s/ H. Rhouri

Name:      John Bauer                     Name:      T. Saxton  H. Rhouri

Title:     CFO                            Title:     VP Finance President


Confidential                       Page 10
<PAGE>


                              PROFESSIONAL SERVICES
                                AGREEMENT RIDER-4

                                                       Rider Date: July 31, 1999

This is a Rider to the Professional Services Agreement entered into by and
between Breast Cancer International Research Group and DLB SYSTEMS, a business
unit of Premier Research Worldwide, Ltd., dated July 31, 1999(hereinafter the
"Agreement"). DLB hereby grants to the Licensee a non-exclusive,
non-transferable, and non-assignable by either party without the consent of the
other party, which consent shall not be unreasonably withheld, except for an
assignment to an affiliate or to a purchaser of all or substantially all, of the
assets of the business to which this agreement pertains and to use the software
listed below, as provided by DLB and accepted by Licensee at the location listed
below, in accordance with the terms and conditions of the Agreement. In the
event a discrepancy should arise between the provisions of this Rider and those
of the Agreement, the provisions of this Rider shall apply.

1. IMPLEMENTATION SERVICES

   Implementation and Education for 400 Single     $100,000 for every 100 single
   User Licenses of RECORDER Remote                user license increment or
                                                   fraction thereof

   Services to Include:
      Technical Architecture Definition
         -        Network
         -        Communications
         -        PC
      Technical Architecture Validation
      Software Installation and Distribution Plan
      Backup and Recovery Plan
      End User Education
   Scope of Services assumes standard/identical PC and/or network configurations
at all sites.

2. Payment in full on or before March 31, 2000.

The terms of the Agreement not modified by this Rider shall remain in full force
and effect. This Rider, together with the above referenced Agreement,
constitutes the entire agreement of the parties and supersedes all prior
understanding and agreements, whether written or oral.

By signature below, the parties agree to the foregoing:

Accepted By:

DLB SYSTEMS                               BCIRG

Signature: /s/ John Bauer                 Signature: /s/ T. Saxton /s/ H. Rhouri

Name:      John Bauer                     Name:      T. Saxton  H. Rhouri

Title:     CFO                            Title:     VP Finance President


Confidential                       Page 11                               3/22/00



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