This EXCHANGE AGREEMENT (this "Agreement"), dated on _________(M/D/Y), is by and between AAA Inc., an _________(STATE) corporation, and BBB Corp., an _________(STATE) corporation.

A. Merger Agreement. Concurrently with the execution of this Agreement, CCC Inc., a _________(STATE) corporation, DDD Inc., an _________(STATE) corporation, EEE Inc., an _________(STATE) corporation, and BBB entered into an Agreement and Plan of Merger (the "Merger Agreement").

NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below (and grammatical variations of such terms shall have corresponding meanings):

"Authorization" shall mean any and all permits, licenses, authorizations, orders, certificates, registrations or other approvals granted by any Governmental Authority.

"Certificate of Designations" means the Certificate of Designations of the HHH Preferred Stock.

"AAA Acquisition Proposal" shall have the meaning assigned to such term in the Merger Agreement.

"AAA Exchange Event" means a termination of the Merger Agreement pursuant to any of (i) Section 9.2(b) thereof after a public announcement of an BBB Acquisition Proposal whether or not the BBB Acquisition Proposal is still pending or has been consummated, (ii) Section 9.3(c) thereof or (iii) Section 9.4(b) thereof.

"AAA Exchange Option" has the meaning specified in Section 2.1 hereof.

"BBB Acquisition Proposal" shall have the meaning assigned to such term in the Merger Agreement.

"BBB Common Stock" means the common stock, no par value, of BBB.

"BBB Exchange Event" means a termination of the Merger Agreement pursuant to any of (i) Section 9.2(c) after a public announcement of a AAA Acquisition Proposal whether or not the AAA Acquisition Proposal is still pending or has been consummated, (ii) Section 9.3(b) thereof or (iii) Section 9.4(c) thereof.

"BBB Exchange Option" has the meaning specified in Section 2.2 hereof.

"BBB Merger Ratio" has the meaning specified in Section 4.1 of the Merger Agreement.

"Exchange Option Ratio" has the meaning specified in Section 2.3 hereof.

"HHH" means HHH Corporation, a _________(STATE) corporation.

"HHH Preferred Stock" means the Series A Preferred Stock, par value
$.01 per share, of HHH.

"Governmental Agency" means any federal, state, local, foreign or other governmental agency, instrumentality, commission, authority, board or body.

"Governmental Authority" shall mean any Governmental Agency (other than a court) of the United States, any foreign country, or any domestic or foreign state, and any political subdivision thereof, and shall include any multinational authority having governmental or quasi-governmental powers.

"HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Law" shall mean all laws, statutes and ordinances of the United States, any state of the United States, any foreign country, any foreign state and any political subdivision thereof, including all decisions of courts having the effect of law in each such jurisdiction.

"Material Adverse Effect" shall have the meaning ascribed to such term in the Merger Agreement.

"Merger" shall have the meaning ascribed to such term in the Merger Agreement.

"Option" shall have the meaning ascribed to such term in the Option Agreement.

"Option Agreement" means the Option Agreement, dated as of the date hereof, among III Company, Inc., a _________(STATE) corporation, JJJ LLC, a _________(STATE) limited liability company, BBB and AAA Holdings, Inc., a _________(STATE) corporation.

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of the date hereof, between BBB and AAA.

"Regulation" shall mean any rule or regulation of any Governmental Authority having the effect of Law or of any rule or regulation of any self-regulatory organization.

Section 1.2 Interpretations Not Affected by Headings. The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article" or "Section" followed by a number refer to the specified Article or Section of this Agreement. The terms "this Agreement," "hereof," "herein" and "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof.

Section 1.3 Rules of Construction. Unless otherwise specifically indicated or the context otherwise requires, (a) all references to "dollars" or "$" mean United States dollars, (b) words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders, and (c) "include," "includes" and "including" shall be deemed to be followed by the words "without limitation."

ARTICLE II

EXCHANGE OPTIONS

Section 2.1 AAA Exchange Event. Upon the terms and subject to the conditions of this Agreement, AAA shall have the option (the "AAA Exchange Option") to exchange all, but not less than all, of its HHH Preferred Stock for shares of BBB Common Stock, exercisable at any time during the period of 90 days commencing on the date of the occurrence of a AAA Exchange Event by giving written notice of such exercise to BBB.

Section 2.2 BBB Exchange Event. Upon the terms and subject to the conditions of this Agreement, BBB shall have the option (the "BBB Exchange Option") to require AAA to exchange all, but not less than all, of its HHH Preferred Stock for shares of BBB Common Stock, exercisable at any time during the period of 15 days commencing on the date of the occurrence of a BBB Exchange Event by giving written notice of such exercise to AAA.

Section 2.3 Exchange Option Ratio. Upon exercise of either the AAA Exchange Option or the BBB Exchange Option, each share of HHH Preferred Stock shall be exchanged for a number of shares of BBB Common Stock determined by multiplying (a) the quotient obtained by dividing $,_________ plus all accrued and unpaid dividends thereon (whether or not declared and whether or not HHH has funds legally available for the payment of dividends) by $,_________ by (b) a fraction, the numerator of which is the BBB Merger Ratio as in effect on the date of the Merger Agreement and the denominator of which is the BBB Merger Ratio in effect at the time of the termination of the Merger Agreement (the "Exchange Option Ratio").

Section 2.4 Notice; Closing Location. If AAA wishes to exercise the AAA Exchange Option, it shall send a written notice (the date of which being herein referred to as the "AAA Notice Date") to BBB specifying a date (as it may be extended from time to time, the "AAA Closing Date") not earlier than three Business Days nor later than 10 Business Days from the AAA Notice Date for the closing of the exchange pursuant to the AAA Exchange Option (the "AAA Closing"). The AAA Closing will take place at the offices of FFF, L.L.P., _________(ADDRESS).

Section 2.5 Notice; Closing Location. If BBB wishes to exercise the BBB Exchange Option, it shall send a written notice (the date of which being herein referred to as the "BBB Notice Date") to AAA specifying a date (as it may be extended from time to time, the "BBB Closing Date") not earlier than three Business Days nor later than 10 Business Days from the BBB Notice Date for the closing of the exchange pursuant to the BBB Exchange Option (the "BBB Closing"). The BBB Closing will take place at the offices of FFF, L.L.P., _________(ADDRESS).

Section 2.6 Extension. If either a AAA Closing or a BBB Closing (each, a "Closing") cannot be effected by reason of the application of any Law, Regulation or Order, the AAA Closing Date or BBB Closing Date, as the case may be, shall be extended to not later than the tenth Business Day following the expiration or termination of the restriction imposed by such Law, Regulation or Order. Without limiting the foregoing, if prior notification to, or Authorization of, any Governmental Authority is required in connection with the exercise of the AAA Exchange Option or the BBB Exchange Option, as the case may be, by virtue of the application of such Law, Regulation or Order, AAA and BBB shall promptly file the required notice or application for Authorization and AAA and BBB shall expeditiously process the same.

Section 2.7 Exchange of Certificates. At any Closing, upon the satisfaction of the conditions set forth in Article VI, AAA shall deliver the certificates representing the shares of HHH Preferred Stock to BBB, duly endorsed by the registered holder thereof either in blank or to BBB, and BBB shall issue to AAA, the shares of BBB Common Stock issuable pursuant to Section 2.3. The shares of BBB Common Stock to be issued shall be evidenced by certificates registered in the name of AAA.

Section 2.8 Transfer of AAA Exchange Option. If at any time AAA has the right to exercise the AAA Exchange Option and the conditions specified in Section 6.1 have not been satisfied, AAA will have the right to assign its rights under this Agreement to any third party, provided that (i) such assignee assumes all of AAA's obligations under this Agreement and (ii) AAA shall have concurrently with such assignment transferred all of AAA's HHH Preferred Stock to such assignee.

Section 2.9 Make-Whole Right. In the event that AAA is prevented from receiving BBB Common Stock following an exercise of either the AAA Exchange Option or the BBB Exchange Option, as the case may be, by reason of the failure, after the good faith efforts of both BBB and AAA, to satisfy the conditions for the issuance of BBB Common Stock to AAA specified in Section 6.1 hereof, BBB shall, as promptly as practicable, take all such action as may be necessary to:

(i) create a class of preferred stock of BBB (the "BBB Preferred Stock") that (A) would be non-voting, (B) would convert to BBB Common Stock upon a transfer of the BBB Preferred Stock to any party or parties as to which the conditions specified in Section 6.1 would be satisfied with respect to the BBB Common Stock to be received by any such party, (C) would not vote, separately as a class, with respect to any merger, share exchange or other business combination, (D) would participate pari passu with the BBB Common Stock with respect to dividends and upon liquidation and (E) would otherwise have such terms as would allow the BBB Preferred Stock to have, as nearly as possible taking into account legal and regulatory constraints, the same economic terms as the BBB Common Stock,

(ii) issue such number of shares of BBB Preferred Stock to AAA in exchange for all of its HHH Preferred Stock as would, taking into account the conversion ratio with respect to such shares of BBB Preferred Stock, provide for the issuance of an aggregate number of shares of BBB Common Stock as would equal the aggregate number of shares of BBB Common Stock that AAA would have been entitled to receive, based on the Exchange Option Ratio, had it received BBB Common Stock upon exercise of the AAA Exchange Option,

(iii) amend the Registration Rights Agreement to treat the BBB Preferred Stock as if it were Registrable Common Stock (as defined in the Registration Rights Agreement), and

(iv) if necessary to allow for the conversion of the BBB Preferred Stock into BBB Common Stock in accordance with the stockholder approval requirements of the NYSE, submit to its stockholders for approval, with the favorable recommendation of the Board of Directors, the issuance of the BBB Common Stock issuable upon conversion of the BBB Preferred Stock;

provided, however, that in the event that the conditions specified in Section 6.1 have not been satisfied after a period of 12 months following the date of the exercise of the AAA Exchange Right, AAA shall have the right to elect, by written notice to BBB, to either (i) withdraw its exercise of the AAA Exchange Right and thereafter exercise its rights under the Option Agreement or (ii) receive consideration from BBB (which may be, at the election of BBB, in the form of cash, assets or securities, or some combination thereof) that would have the same economic value as the BBB Common Stock that AAA would have received at the time of its exercise of the AAA Exchange Option if the BBB Common Stock had been issued to AAA as of the first anniversary date of such exercise and AAA had immediately sold such BBB Common Stock on the New York Stock Exchange or other national securities market (without discount to the then public trading price of BBB's Common Stock). In the event an BBB Acquisition Proposal is consummated, the surviving party shall be under the same obligation as BBB to substitute for shares of BBB Common Stock (or BBB Preferred Stock) the number of shares of acquiror common stock (or preferred stock of the acquiring company) that would have been received had AAA been able to receive the BBB Common Stock upon a AAA Exchange Option or an BBB Exchange Option, but for the failure to satisfy the conditions of Section 6.1.

Section 2.10 Termination of Exchange Options. The BBB Exchange Option and the AAA Exchange Option shall terminate upon any of (i) the consummation of the Merger, (ii) the exercise of the Option or (iii) the redemption of all outstanding shares of HHH Preferred Stock pursuant to the Certificate of Designation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BBB

BBB hereby represents and warrants to AAA as follows:

Section 3.1 Existence. BBB is a corporation duly organized, validly existing and in good standing under the laws of the State of _________ and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated.

Section 3.2 Authorization and Enforceability; Issuance of BBB Common Stock.

(a) BBB has the full power and authority and has taken all required corporate and other action necessary to authorize and permit BBB to execute and deliver this Agreement and to carry out the terms hereof and to issue and deliver BBB Common Stock, and none of such actions will violate any provision of BBB's Articles of Incorporation or Bylaws or any applicable law, regulation, order, judgment or decree or rule of any stock exchange where the BBB Common Stock is listed, or result in the breach of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, any agreement, instrument or understanding to which BBB is a party or by which it is bound. This Agreement constitutes a legal, valid and binding obligation of BBB, enforceable against BBB in accordance with its terms, except to the extent limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application related to the enforcement of creditor's rights generally and (ii) general principles of equity.

(b) The shares of BBB Common Stock that may be issued pursuant to this Agreement have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued and outstanding and will be fully paid and nonassessable.

(c) The issuance and delivery of the shares of BBB Common Stock that may be issued pursuant to this Agreement are not subject to any preemptive right of any stockholder of BBB or to any right of first refusal or other similar right in favor of any person which has not been waived and will not require the approval of holders of BBB Common Stock or any other class of BBB capital stock.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF AAA

AAA hereby represents and warrants to BBB as follows:

Section 4.1 Existence. AAA is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to conduct its business and own and operate its properties as now conducted, owned and operated.

Section 4.2 Authorization and Enforceability. AAA has the full power and authority and has taken all action necessary to permit AAA to execute and deliver this Agreement and to carry out the terms hereof and thereof, and none of such actions will violate any provision of AAA's Certificate of Incorporation or Bylaws or any applicable law, regulation, order, judgment or decree or rule, or result in the breach of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, any agreement, instrument or understanding to which AAA is a party or by which it is bound. This Agreement constitutes a legal, valid and binding obligation of AAA, enforceable against AAA in accordance with its terms, except to the extent limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application related to the enforcement of creditor's rights generally and (ii) general principles of equity.

Section 4.3 Investment Intent of AAA. AAA is acquiring the BBB Common Stock for its own account for investment and not with a view to distribution.

Section 4.4 Status of Shares. AAA has been informed by BBB that the shares of BBB Common Stock that may be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. BBB may place a restriction legend on the certificates representing the shares of BBB Common Stock reflecting the foregoing restrictions.

Section 4.5 Sophistication and Financial Condition; Information. AAA represents and warrants to BBB that it considers itself to be an experienced and sophisticated investor and to have such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the shares of BBB Common Stock. AAA is able to bear the economic risk of this investment regarding BBB, is able to hold the shares of BBB Common Stock indefinitely and has a sufficient net worth to sustain a loss of its entire investment in BBB in the event such loss should occur. AAA (a) has been furnished with such information about BBB and the shares of BBB Common Stock as it has requested, (b) has made its own independent inquiry and investigation into, and based thereon, has formed an independent judgment concerning BBB and the shares of BBB Common Stock and (c) is an "accredited" investor within the meaning of Regulation D of the Securities Act, as currently in effect.

ARTICLE V

COVENANTS

Section 5.1 BBB Reservation of BBB Stock. BBB shall at all times reserve and keep available out of its authorized but unissued shares of BBB Common Stock, solely for the purposes of issuance upon exchange of the HHH Preferred Stock in accordance with this Agreement, such number of shares of BBB Common Stock as are issuable upon the exchange of all outstanding shares of the HHH Preferred Stock pursuant to this Agreement. All shares of BBB Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. BBB shall take all such commercially reasonable actions as may be reasonably necessary to assure that all such shares of BBB Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of BBB Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by BBB upon issuance).

Section 5.2 Filings; Commercially Reasonable Best Efforts, Etc.

(a) Subject to the terms and conditions herein provided, BBB and AAA shall:

(i) make their respective required filings under the HSR Act (and shall share equally all filing fees incident thereto), which filings shall be made promptly, and thereafter shall promptly make any other required submissions under the HSR Act;

(ii) make their respective filings, and obtain the consents, approvals, permits or authorizations, required to be made or obtained prior to the Closing with or from any governmental or regulatory authorities of the United States, the several states and non-U.S. jurisdictions (other than with respect to any applicable non-U.S. competition, antitrust or premerger notification laws (the "Non-U.S. Antitrust Laws"));

(iii) use their commercially reasonable best efforts to cooperate with one another in (A) determining which filings are advisable to be made with, and which consents, approvals, permits or authorizations are required to be obtained from, governmental or regulatory authorities under the Non-U.S. Antitrust Laws in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated by this Agreement and the transactions contemplated hereby; and (B) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;

(iv) promptly notify each other of any communication concerning this Agreement or the transactions contemplated hereby to that party from any governmental or regulatory authority and permit the other party to review in advance any proposed communication concerning this Agreement or the transactions contemplated hereby to any governmental or regulatory authority;

(v) not agree to participate in any meeting or discussion with any governmental or regulatory authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such governmental or regulatory authority, gives the other party the opportunity to attend and participate in such meeting or discussion;

(vi) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their subsidiaries and their respective representatives on the one hand, and any government or regulatory authority or members or any such authority's staff on the other hand, with respect to this Agreement and the transactions contemplated hereby; and

(vii) furnish the other party with such necessary information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including, without limitation, any filings necessary or appropriate under the provisions of the HSR Act or any applicable Non-U.S. Antitrust Laws.

(b) Without limiting Section 5.2(a), BBB and AAA shall:

(i) each use commercially reasonable best efforts to avoid the entry of, or to have vacated, terminated or modified, any decree, order or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by this Agreement; and

(ii) each use commercially reasonable best efforts to take any and all steps necessary to obtain any consents or eliminate any impediments to the consummation of the transactions contemplated by this Agreement.

(c) Nothing in this Agreement shall require either AAA or BBB to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, whether prior to or after the consummation of the transactions contemplated by this Agreement, or to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the consummation of the transactions contemplated by this Agreement relating to competition, antitrust or premerger notification laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to competition, antitrust or premerger notification laws.

Section 5.3 Listing Application. BBB shall promptly prepare and submit to the New York Stock Exchange ("NYSE") a listing application covering the shares of BBB Common Stock issuable pursuant to the exercise of the BBB Exchange Option and the AAA Exchange Option and shall use commercially reasonable best efforts to obtain, prior to the exercise of the BBB Exchange Option or the AAA Exchange Option, approval for the listing of such shares of BBB Common Stock on the NYSE, subject to official notice of issuance.

Section 5.4 BBB Acquisition Proposals. BBB shall not enter into any agreement in respect of a BBB Acquisition Proposal unless in such agreement the parties thereto expressly acknowledge and affirm the obligations of BBB under this Agreement and the surviving party in such transaction expressly assumes such obligations.

ARTICLE VI

CONDITIONS

Section 6.1 Conditions to BBB's and AAA's Obligations. The obligations of BBB and AAA to complete the exchange of HHH Common Stock for shares of BBB Common Stock upon the exercise of the BBB Exchange Option or the AAA Exchange Option shall be subject to the fulfillment of the following conditions:

(a) (i) Any waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) if required by law, approval of the FERC with respect to the consummation of the transactions contemplated by this Agreement under Section 203 of the Federal Power Act shall have been granted, (iii) the Securities and Exchange Commission shall have taken all necessary action under Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), and the exemptions of BBB and AAA from the provisions of the 1935 Act other than Section 9(a)(2) will not change as a result of the consummation of the transactions contemplated by this Agreement (provided that each party will be entitled to waive satisfaction of this condition with respect to the application of this condition to it), (iv) there shall not be pending or threatened in writing any claim, proceeding or action by an agency of the government of the United States, of the United Kingdom or of the European Union seeking to restrain, prohibit or rescind any transactions contemplated by this Agreement as an actual or threatened violation of the HSR Act, Non-U.S. Antitrust Laws or other antitrust, competition or premerger notification, trade regulation law, regulation or order, as applicable, or seeking to penalize a party for completing any such transaction which in any of such cases is, in the reasonable judgment of either BBB or AAA, reasonably likely to have a Material Adverse Effect on BBB or AAA, (v) in the event of any review by the U.K. Office of Fair Trading or, if applicable, the U.K. Secretary of State for Trade and Industry, indications reasonably satisfactory to each of BBB and AAA that the consummation of the transactions contemplated by this Agreement will not be referred to the Competition Commission shall have been received or, if the consummation of the transactions contemplated by this Agreement are referred to the Competition Commission, indications reasonably satisfactory to each of BBB and AAA that the consummation of the transactions contemplated by this Agreement can proceed, (vi) any mandatory waiting period under any applicable Non-U.S. Antitrust Laws (where the failure to observe such waiting period referred to in this clause (vi) would, in the reasonable judgment of either AAA or BBB, be reasonably likely to have a Material Adverse Effect on BBB or AAA) shall have expired or been terminated, (vii) all consents, approvals, permits and authorizations referred to in Section 5.2(a)(ii) and (iii) shall have been obtained, and no such consent, approval, permit or authorization shall impose or contain terms or conditions that would, in the reasonable judgment of either BBB or AAA, be reasonably likely to have a Material Adverse Effect on BBB or AAA, and (viii) there shall not have been a final or preliminary administrative order denying approval of or prohibiting the transactions contemplated by this Agreement issued by a governmental authority with jurisdiction to enforce applicable Non-U.S. Antitrust Laws, which order is, in the reasonable judgment of either BBB or AAA, reasonably likely to have a Material Adverse Effect on BBB or AAA.

(b) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby issued by a court of competent jurisdiction of (i) the United States or any state or other jurisdiction in the United States, (ii) the European Union or any member state thereof or Canada or (iii) any other jurisdiction (the "Other Non-U.S. Jurisdictions"); provided, however, that, prior to invoking this condition, each party shall have complied with Section 5.2, and with respect to other matters not covered by Section 5.2, shall have used its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the transactions contemplated by this Agreement; provided, further, that, with respect to any decree, order, injunction, statute, rule or regulation of any Other Non-U.S. Jurisdiction, noncompliance with such decree, order, injunction, statute, rule or regulation would, in the reasonable judgement of either AAA or BBB, be reasonably likely to have a Material Adverse Effect on BBB or AAA.

(c) The shares of BBB Common Stock to be issued pursuant to the exercise of the BBB Exchange Option or the AAA Exchange Option shall have been authorized for listing on the NYSE, subject to official notice of issuance.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Notices. Except as otherwise provided herein, any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission or by courier service (with proof of service), or hand delivery, addressed as follows:

(a) if to BBB:

BBB Corp. Address:_________ Attention:_________ Facsimile:_________ with a copy to: FFF L.L.P. Address:_________ Attention:_________ Facsimile:_________

(b) if to AAA:

AAA Inc. Address:_________ Attention:_________ Facsimile:_________ with a copy to: GGG L.L.P. Address:_________ Attention:_________ _________ Facsimile:_________

or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.

Section 7.2 Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) unless the following conditions are satisfied: (a) the other party hereto consents in writing to the assignment, and (b) in the case of an assignment by AAA, (i) such assignee assumes all of AAA's obligations under this Agreement and (ii) AAA shall have concurrently with such assignment transferred all of its HHH Preferred Stock to such assignee. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 7.3 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon any party hereto unless made in writing and signed by all parties hereto.

Section 7.4 Amendments. This Agreement may be amended by the parties hereto, by action taken or authorized by their Boards of Directors. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of _________, without regard to its rules of conflicts of laws.

Section 7.6 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

Section 7.7 Waivers. Except as provided in this Agreement, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

Section 7.8 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 7.9 Enforcement of Agreement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 7.10 No Special Damages. IN NO EVENT SHALL ANY PARTY BE LIABLE IN RESPECT OF THIS AGREEMENT FOR EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.

IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf on the day and year first written above.

AAA INC. By:/s/_________ Name:_________ Title:_________ BBB CORP. By:/s/_________ Name:_________ Title:_________