Exchange Agreement 债转股协议【全英文】

时间：2024.5.9

Exchange Agreement债转股协议

THIS EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of_________,_________,_________(M/D/Y) (the "Agreement Date") by and between AAA, INC., a _________(PLACENAME) corporation ("AAA"), and BBB(sb), an individual ("CCC Shareholder"), who is the sole shareholder of CCC LTD., a corporation organized and existing under the laws of _________(PLACENAME) ("CCC _________(PLACENAME)"), and CCC [_________(PLACENAME)], Inc., a _________(PLACENAME) corporation ("CCC _________(PLACENAME)") (CCC _________(PLACENAME) and CCC _________(PLACENAME) are sometimes collectively referred to as "CCC").

RECITALS

A. The parties intend that, subject to the terms and conditions of this Agreement, AAA will acquire 100% of the issued and outstanding share capital of CCC from the CCC Shareholder pursuant to the terms and conditions set forth herein in exchange for shares of AAA Common Stock.

B. Upon the effectiveness of the Exchange (as defined below), all the issued and outstanding shares of CCC will be transferred to AAA in exchange for shares of AAA Common Stock.

C. The representations and warranties of the CCC Shareholder herein are a material inducement to AAA to enter into this Agreement.

D. The parties acknowledge that the Exchange will not qualify as, and is not intended to qualify as, a reorganization under Section 368 of the U.S. Internal Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, the parties hereby agree as follows:

1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms will have the meanings set forth below:

1.1 "Closing" is defined in Section 7.1.

1.2 "Closing Date" is defined in Section 7.1.

1.3 "Entrust Agreement" means that certain Comprehensive Cross Certification Agreement, dated

_________,_________,_________(M/D/Y), between CCC Consulting (Pty) Ltd. and Entrust Technologies, Inc.

1.4 "Exchange" means, collectively, the exchange of all of the issued and outstanding CCC Stock for the Exchange Shares contemplated by Section 2 below.

1.5 "Exchange Number" means the quotient obtained by dividing (i) the Exchange Shares (as defined below) by (ii) the CCC Fully Diluted Number.

1.6 "Exchange Shares" means the total number of shares of AAA Common Stock, as presently constituted, that will be issued under this Agreement in exchange for all of the shares of CCC Stock that are issued and outstanding immediately prior to the Closing and is equal to the number of Transaction Shares minus the number of Restraint Shares.

1.7 "Restraint Shares" means the total number of shares of AAA Common Stock, as presently constituted, that will be

issued under this Agreement in exchange for the Non Competition Agreements described in Section 5.13, in the numbers and to the persons (the "Restrained Persons") set forth in Exhibit 9.9 hereto, which number of Restraint Shares are contemplated, as of the date hereof, to equal approximately [1%] of the Transaction Shares. In the

event that any of the Non Competition Agreements are not entered into and effective as of the Closing, or in the event that such Restrained Persons shall fail to satisfy the requirements set forth in Section 2.1.4 hereof, the

Restraint Shares designated in Exhibit 9.9 with respect to each such Restrained Person will be issued instead to the CCC Shareholder as Exchange Shares.

1.8 "Shareholder Ancillary Agreements" means, collectively the Investment Representation Letter, the Escrow

Agreement, the Registration Rights Agreement, the Share Transfer Form CM 42, being the form prescribed by _________(PLACENAME) law (the "Share Transfer Form"), Form W 8 and each other agreement, certificate or document (other than this Agreement) to which the CCC Shareholder is to enter into as a party thereto, or is to otherwise execute and deliver pursuant to or in connection with this Agreement.

1.9 "CCC Ancillary Agreements" means, collectively, each agreement, certificate or document (other than this Agreement)

which CCC is to enter into as a party thereto, or is to otherwise execute and deliver, pursuant to or in connection with this Agreement.

1.10 "CCC Certificates" means the share certificates representing all the CCC Shareholder's shares of CCC Stock.

1.11 "CCC Fully Diluted Number" means that number that is equal to the sum of the total number of shares that CCC

_________(PLACENAME) Stock that are issued and outstanding immediately prior to the Closing.

1.12 "CCC Shareholder" means BBB(sb) who, immediately prior to the Closing, holds all the shares of CCC Stock that

are issued and outstanding immediately prior to the Closing.

1.13 "CCC _________(PLACENAME) Stock" means shares in the share capital of CCC _________(PLACENAME),

ZAR 1,00 par value per share, comprising the entire issued capital of CCC _________(PLACENAME), as

constituted immediately prior to the Closing.

1.14 "CCC Stock" means the CCC _________(PLACENAME) Stock together with the CCC _________(PLACENAME)

Stock.

1.15 "CCC _________(PLACENAME) Stock" means shares in the share capital of CCC _________(PLACENAME),

$1.00 par value per share, comprising the entire issued capital of CCC _________(PLACENAME), as

constituted immediately prior to the Closing.

1.16 "Transaction Shares" means the total number of shares of AAA Common Stock, as presently constituted that will be

issued under this Agreement to the CCC Shareholder, the Restrained Persons, and the Escrow Agent, and is

equal to the quotient obtained by dividing (i) U.S. $ _________ by (ii) the AAA Average Price Per Share.

1.17 "AAA Ancillary Agreements" means, collectively, each agreement, certificate or document (other than this

Agreement) which AAA is to enter into as a party thereto, or is to otherwise execute and deliver, pursuant to or in connection with this Agreement.

1.18 "AAA Average Price Per Share" means the lower of the closing price per share of AAA Common Stock (in U.S.

dollars) as quoted on the Nasdaq National Market (or such other exchange or quotation system on which AAA Common Stock is then traded or quoted) and reported in The Wall Street Journal for the trading day prior to the

Agreement Date, or, the average of the closing prices per share of AAA Common Stock (in U.S. dollars) as quoted on the Nasdaq National Market (or such other exchange or quotation system on which AAA Common Stock is then traded or quoted) and reported in The Wall Street Journal for the ten (10) trading days ending on, and inclusive of, the Closing Date;

1.19 "AAA Common Stock" means the Common Stock, $0.001 par value per share, of AAA. Other capitalized terms

defined elsewhere in this Agreement and not defined in this Section 1 shall have the meanings assigned to such terms in this Agreement.

2. THE EXCHANGE

Subject to the terms and conditions of this Agreement, at the Closing:

(a) the CCC Shareholder shall irrevocably assign and transfer to AAA all of the shares of the CCC Stock; (b) AAA shall issue to the CCC Shareholder the Exchange Shares with 99.5% of such number of shares being

issued in exchange for the CCC _________(PLACENAME) stock and 0.5% in exchange for the CCC

_________(PLACENAME) Stock;

and U.S.$ _________ for the CCC _________(PLACENAME) stock; and

(d) subject to the requirements of Section 2.1.4 hereof, AAA shall issue to the Restrained Persons the Restraint

Shares.

2.1 Exchange of Shares.

2.1.1 Exchange of CCC Stock. Subject to surrender and delivery to AAA by the CCC Shareholder of the

applicable CCC Certificates at the Closing and the accompanying Share Transfer Form and Form W 8,

the CCC Shareholder shall receive a stock certificate for its Exchange Shares (less the Escrow Shares,

as defined below) at the Closing.

2.1.2 Fractional Shares. No fractional shares of AAA Common Stock shall be issued in connection with the

Exchange. Instead, AAA shall issue AAA Common Stock in an amount rounded up to the next whole

share.

2.1.3 Registration Rights. Effective upon the Closing, the CCC Shareholder and the Restrained Persons shall be

granted registration rights under the Securities Act of 1933, as amended (the "1933 Act") on the terms

and subject to the conditions and limitations of the Registration Rights Agreement attached hereto as

Exhibit 2.1.3 (the "Registration Rights Agreement").

2.1.4 Restraint Shares. The issuance of the Restraint Shares shall be subject to (i) the availability (as determined in

the reasonable discretion of AAA and its counsel) of an exemption under Section 4(2) of the 1933 Act

and Rule 506 promulgated thereunder, (ii) the completion by the Restrained Persons of Investment

Representation Letters (as defined in Section 2.5 below), and (iii) the performance by the Restrained

Persons of such actions as AAA may reasonably request (including, but not limited to, the engagement

by the Restrained Persons, at their own expense, of a suitable purchaser representative, as defined in

Rule 502 promulgated under the 1933 Act). In the event that AAA determines, in its reasonable

discretion, that the conditions set forth herein are not satisfied, AAA shall not issue the Restraint

Shares, but shall instead, adjust the number of the Exchange Shares and shall issue such additional

Exchange Shares to the CCC Shareholder pursuant to the terms hereof.

2.2 Adjustments for Capital Changes. Notwithstanding the provisions of Section 2.1, if at any time after the Agreement

Date and prior to the Closing, AAA or CCC recapitalizes, either through a subdivision (or stock split) of any of its issued and outstanding shares into a greater number of shares, or a combination (or reverse stock split) of any of its issued and outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its issued and outstanding shares into the same or a different number of shares of other classes (other than through a subdivision or combination of shares provided for in the previous clause), or declares a dividend on its issued and outstanding shares payable in shares or securities convertible into shares of AAA Common Stock (a "Capital Change"), then the number of shares of AAA Common Stock for which shares of CCC Stock are to be exchanged in the Exchange shall be appropriately, equitably and proportionately adjusted (as agreed to in writing by AAA and CCC if the adjustment for such Capital Change involves something other than a mathematical adjustment) so as to maintain the proportionate interests of the Shareholder of CCC and the Shareholder of AAA contemplated hereby so as to maintain the proportional interests of the holders of CCC Stock contemplated by this Agreement. The provisions of this Section shall not apply to any transaction not permitted to be undertaken by CCC under the provisions of this Agreement. In the event that a Capital Change affecting AAA Common Stock occurs prior to the Closing, then all prices per share and numbers of shares used to compute the Exchange Number shall be deemed to have been equitably adjusted to reflect such Capital Change as necessary to effect the purposes and intent of this Section.

2.3 Escrow Agreement. At the Closing, AAA shall withhold ten percent (10%) of the Transaction Shares (the "Escrow

Shares") and will deliver certificates representing such Escrow Shares to Chase Manhattan Bank and Trust Company, N.A. or a similar institution as agreed to in writing by the parties, as escrow agent (the "Escrow Agent"), together with related stock transfer powers, to be held by the Escrow Agent as security for the CCC Shareholder's indemnification obligations under Section 11 and pursuant to the provisions of an Escrow

Agreement (the "Escrow Agreement") in substantially the form of Exhibit 2.4. The Escrow Shares will be

represented by certificates issued in the name of the CCC Shareholder and will be held by the Escrow Agent during that time period (the "Escrow Period") specified in the Escrow Agreement. The CCC Shareholder hereby consents to, approve and agree to be personally bound by: (i) the indemnification provisions of Section 11 of this Agreement; (ii) all of the terms, conditions and limitations in the Escrow Agreement; and (iii) the appointment of BBB(sb) as the representative of the CCC Shareholder (the "Representative") under the Escrow Agreement and as the attorney in fact and agent for and on behalf of the CCC Shareholder as provided in the Escrow Agreement, and the taking by the Representative of any and all actions and the making of any and all decisions required or

permitted to be taken by the Representative under the Escrow Agreement (including, without limitation, the exercise by the Representative of the power to: (i) authorize delivery to AAA of Escrow Shares in satisfaction of claims by AAA or any other Indemnified Person (as defined herein); (ii) agree to, negotiate and enter into

settlements and compromises of such claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (iii) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Section 11; and (iv) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing). The Representative will have unlimited authority and power to act on behalf of the CCC Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all claims governed by the Escrow Agreement, and all rights or obligations arising under the Escrow Agreement. The CCC Shareholder will be bound by all actions taken by the Representative in connection with the Escrow Agreement, and AAA will be entitled to rely on any action or decision of the Representative. In performing the

functions specified in this Agreement and the Escrow Agreement, the Representative will not be liable to the CCC Shareholder in the absence of gross negligence or willful misconduct on the part of the Representative. Any out of pocket costs and expenses reasonably incurred by the Representative in connection with actions taken pursuant to the terms of the Escrow Agreement will be paid by the CCC Shareholder.

2.4 Further Assurances. If, at any time after the Closing, the parties hereto consider or are advised that any further

instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Exchange or to carry out the purposes of this Agreement at or after the Closing, then AAA and the CCC Shareholder shall execute and deliver all such proper deeds, assignments, instruments and assurances and do all other things

necessary or desirable to consummate the Exchange and to carry out the purposes and intent of this.

2.5 Securities Laws Issues. AAA shall issue the Exchange Shares and the AAA Options pursuant to an exemption from

registration under Section 4(2) and/or Regulation D promulgated under the 1933 Act. Concurrently with execution of this Agreement, the CCC Shareholder will execute and deliver to AAA an Investment Representation Letter in the form of Exhibit

2.5 hereto (the "Investment Representation Letter").

2.6 Example. Exhibit 2.6 hereto sets forth an illustration of the operation of the provisions of Section 2 of this Agreement

regarding the exchange of shares of CCC Stock in the Exchange, and the issuance of the Restraint Shares and the Escrow Shares.

3. REPRESENTATIONS AND WARRANTIES OF THE CCC SHAREHOLDER

The CCC Shareholder hereby represents and warrants to AAA that each of the following representations and statements in this Section 3 are true and correct.

3.1 Organization and Good Standing. CCC is a company duly organized, validly existing and in good standing under the

laws of _________(PLACENAME). CCC has the corporate power and authority to own, operate and lease its

properties and to carry on its business as now conducted and as proposed to be conducted, and is duly qualified to transact business as a foreign corporation in each jurisdiction in which its failure to be so qualified would have a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" when used with reference to CCC (either alone or collectively with all CCC Subsidiaries, as defined below), means any event, change or effect that is (or will with the passage of time be) materially adverse to CCC's condition (financial or otherwise), properties, assets, liabilities, business, operations, or results of operations, it being understood that none of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute a Material

Adverse Effect: (a) any effect arising out of or resulting from actions contemplated by the parties in connection with the announcement of this Agreement and the transactions contemplated hereby, or (b) the termination of the Entrust Agreement by Entrust.

3.2 Power, Authorization and Validity.

3.2.1 The CCC Shareholder has the right, power, legal capacity and authority to enter into, execute, deliver and

perform such CCC Shareholder's obligations under this Agreement and all Shareholder Ancillary

Agreements and has the requisite power and authority to consummate the Exchange, in each case,

subject only to the regulatory approval set forth in Section 3.2.2.

3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, required by

_________(PLACENAME) Law is necessary or required to be made or obtained by the CCC

Shareholder to enable the CCC Shareholder to lawfully enter into, and to perform his respective

obligations under, this Agreement and/or the Shareholder Ancillary Agreements, other than Exchange Control Approval under _________(PLACENAME) Law.

3.2.3 This Agreement and the Shareholder Ancillary Agreements are, or when executed by the CCC Shareholder

will be, valid and binding obligations of such CCC Shareholder enforceable in accordance with their

respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws

affecting the rights of creditors generally and (b) rules of law governing specific performance,

injunctive relief and other equitable remedies.

3.2.4 All representations, warranties and other statements made by the CCC Shareholder in the Investment

Representation Letter executed and delivered to AAA by such CCC Shareholder pursuant hereto (a) is now, and at the Closing shall be true and correct, and (b) shall be deemed to be representations and

warranties made pursuant to this Section 3 for all purposes of this Agreement (including but not

limited to Section 11 hereof) and the Escrow Agreement.

3.3 Capitalization of CCC.

3.3.1 Authorized Share Capital. The authorized share capital of CCC _________(PLACENAME) consists entirely

of _________ ordinary shares, ZAR _________ par value per share, of which a total of 100 shares are issued and outstanding, all of which are now owned and held (and all of which at the Closing will be

owned and held) only by the CCC Shareholder. No other shares in the share capital of CCC

_________(PLACENAME) are (or will at Closing be) authorized, issued or outstanding. No fractional shares of CCC _________(PLACENAME) Stock are (or will at Closing be) issued or outstanding. All issued and outstanding shares of CCC Stock have been duly authorized and validly issued, are fully

paid and nonassessable, are not subject to any claim, lien, preemptive right, or right of rescission (other than the rights of all companies organized under _________(PLACENAME) company law to

repurchase shares), and have been offered, issued, sold and delivered by CCC (and, if applicable,

transferred) in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of all applicable securities laws, CCC's Articles and Memorandum of Association and other charter documents and all agreements to which CCC or the CCC Shareholder is a party. The CCC

Shareholder owns and holds (and at the Closing will own and hold) all of the issued and outstanding

share capital of CCC _________(PLACENAME).

3.3.2 No Options, Warrants or Rights. There are no options, warrants, convertible or other securities, calls,

commitments, conversion privileges, preemptive rights or other rights or agreements outstanding to

purchase or otherwise acquire (whether directly or indirectly) any shares of CCC's share capital or any securities convertible into or exchangeable for any shares of CCC's capital stock or obligating CCC to grant, issue, extend, or enter into, any such option, warrant, convertible or other security, call,

commitment, conversion privilege, preemptive right or other right or agreement, and CCC has no

liability for any dividends accrued but unpaid. No person or entity holds or has any option, warrant or other right to acquire any issued and outstanding shares of the capital stock of CCC from any record or beneficial holder of shares of the capital stock of CCC. No shares of CCC Stock are reserved for

issuance under any stock purchase, stock option or other benefit plan.

3.3.3 No Voting Arrangements or Registration Rights. There are no voting agreements, voting trusts, rights of first

ref_________(PLACENAME)l or other restrictions (other than normal restrictions on transfer under

applicable securities laws) applicable to any of CCC's issued and outstanding shares of to the

conversion of any shares of CCC Stock in the Exchange. CCC is not under any obligation to register under the Securities Exchange Act of 1934, as amended or otherwise any of its presently issued and

outstanding securities or any securities that may be subsequently issued.

3.4 Subsidiaries.

3.4.1 Organizational Data. CCC has never been a subsidiary of any corporation, partnership, limited liability

company, joint venture or other business entity, other than the CCC Shareholder or other than holdings of nominal amounts of shares by the incorporator(s) of CCC,. Exhibit 3.4 sets forth any interest, direct or indirect, in any corporation, partnership, limited liability company, joint venture or other business entity held by CCC (the "CCC Subsidiaries") and the CCC Subsidiaries. Exhibit 3.4 lists, with respect to CCC and each of the CCC Subsidiaries, its exact legal name; the jurisdiction of formation; date of formation; federal employer identification number or equivalent, if such identification number exists; number and type of securities authorized and outstanding; name and address of each security holder; name, address, telephone and fax number of each officer and director or other person having authority with respect to such entity, indicating all current titles held by each individual; its headquarters address, telephone and facsimile numbers; its registered agent and/or office in its jurisdiction of formation (if applicable); all foreign jurisdictions in which it is qualified or registered to do business; the date it was qualified or registered and its registered agent and/or office in each such jurisdiction; all fictitious,

assumed or other names of any type that are registered or used by it or under which it has done

business; and any name changes, recapitalizations, mergers, reorganization or similar events since its date of formation. Accurate and complete copies of articles or certificate of incorporation, articles of association, memorandum of association, bylaws and other charter documents, each as amended to

date, of CCC and each of the CCC Subsidiaries have been provided to DDD LLP, counsel to AAA.

Exhibit 3.4 also lists, with respect to CCC and each of the CCC Subsidiaries, each predecessor

corporation, partnership, limited liability company, joint venture or other business entity of CCC and of the CCC subsidiary.

3.4.2 Authorization. Each of the CCC Subsidiaries is a corporation duly organized, validly existing and in good

standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and as proposed to be conducted, and is qualified to transact business as a foreign corporation in each jurisdiction in which its qualification as such is required. Exhibit 3.4 lists the material assets, obligations and operations of the CCC Subsidiaries.

3.4.3 Securities. All issued and outstanding shares of stock of the CCC Subsidiaries are validly issued, fully paid

and nonassessable and not subject to preemptive rights and are owned of record and beneficially solely by CCC. The issued and outstanding shares of the CCC Subsidiaries are not subject to any claim, lien, preemptive right, or right of rescission (other than the rights of all companies organized under

_________(PLACENAME) company law to repurchase shares), and have been offered, issued, sold, transferred and delivered in compliance with all registration or qualification requirements (or

applicable exemptions therefrom) of all applicable securities laws. There are no options, warrants,

convertible or other securities, calls, commitments, conversion privileges, preemptive rights or other rights or agreements outstanding to purchase or otherwise acquire (whether directly or indirectly) any shares of any of the authorized but unissued capital stock of any of the CCC Subsidiaries or any

securities convertible into or exchangeable for any shares of capital stock of any of the CCC

Subsidiaries or obligating any of the CCC Subsidiaries to grant, issue, extend, or enter into any such

option, warrant, convertible or other security, call, commitment, conversion privilege, preemptive right

or other right or agreement. No person or entity holds or has any option, warrant or other right to

acquire any issued and outstanding shares of the capital stock of any of the CCC Subsidiaries from any

holder of shares of the capital stock of such entity. No shares of any of the CCC Subsidiaries are

reserved for issuance under any stock purchase, stock option or other benefit plan. There are no voting

agreements, voting trusts, rights of first ref_________(PLACENAME)l or other restrictions (other than

restrictions on transfer under applicable securities laws) applicable to any of the issued and outstanding

securities of any of the CCC Subsidiaries.

3.4.4 Definition of "CCC". Solely for purposes of the remainder of this Section 3 and Section 5, unless otherwise

expressly provided therein or where the context clearly otherwise requires, any reference made to

"CCC" shall be deemed to be a reference to, and to include, each of CCC and each of the CCC

Subsidiaries and the predecessors of each.

3.5 No Violation of Existing Agreements. Neither the execution and delivery of this Agreement nor the consummation of

the Exchange or any of the other transactions contemplated hereby, nor the CCC Shareholder's discussion or negotiation with AAA of the Exchange or any other transaction contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of: (i) any provision of the memorandum and articles of association of CCC as currently in effect; (ii) any national,

provincial or foreign judgment, writ, decree, order, statute, rule or regulation applicable to CCC or its assets or properties; or (iii) any material instrument, agreement (other than the Entrust Agreement), contract, letter of intent or commitment to which CCC is a party or by which CCC or its assets or properties are or were bound, except such conflicts, terminations, breaches, impairments or violations as would not have a Material Adverse Effect.

3.6 Litigation. As of the date hereof, there is no action, suit, arbitration, mediation, proceeding, claim or investigation

pending against CCC (or against any officer or director of CCC or, to the best of the knowledge of CCC and the CCC Shareholder, against any employee or agent of CCC, in their capacity as such or relating to their

employment, services or relationship with CCC) before any court, administrative agency or arbitrator that, if determined adversely to CCC (or any such officer, director, employee or agent) may reasonably be expected to have a Material Adverse Effect on CCC, nor, to the best of the CCC Shareholder's knowledge, has any such action, suit, proceeding, arbitration, mediation, claim or investigation been threatened. Except as would not have a

Material Adverse Effect, and save for the regulatory approvals required hereunder, there is no basis for any person, firm, corporation or other entity, to assert a claim against CCC or AAA based upon CCC's entering into this

Agreement or consummating the Exchange; and there is no basis for any person, firm, corporation or other entity, to assert a claim against CCC based upon (a) any claims of ownership, rights to ownership, or options, warrants or other rights to acquire ownership, of any shares of the capital stock of CCC; or (b) any rights as a CCC

shareholder, including any option, warrant or preemptive rights or rights to notice or to vote. To the knowledge of CCC, there is no judgment, decree, injunction, rule or order of any governmental entity or agency, court or

arbitrator outstanding against CCC.

3.7 Taxes. CCC has timely filed all national and foreign tax returns required to be filed, has timely paid or provided for

all taxes required to be paid in respect of all periods for which returns have been filed, has established an adequate accrual or reserve for the payment of all taxes payable in respect of the periods subsequent to the periods covered by the most recent applicable tax returns, has made all necessary estimated tax payments, and has no material

liability for taxes in excess of the amount so paid or accruals or reserves so established. CCC is not delinquent in the payment of any tax or in the filing of any tax returns, and no deficiencies for any tax have been threatened, claimed, proposed or assessed. CCC has not received any notification that any issues have been raised (and are currently pending) by any taxing authority (including but not limited to any franchise, sales or use tax authority) regarding CCC and no tax return of CCC has ever been audited by any _________(PLACENAME) or foreign taxing agency or authority.

For the purposes of this Section, the terms "tax" and "taxes" include _________(PLACENAME) and foreign

income, alternative or add on minimum income, gains, franchise, excise, property, sales, use, employment, license, payroll (including any taxes or similar payments required to be withheld from payments of salary or other

compensatory payments), ad valorem, payroll, stamp, occupation, recording, value added or transfer taxes,

governmental charges, fees, customs duties, levies or assessments (whether payable directly or by withholding), and, with respect to such taxes, any estimated tax, interest and penalties or additions to tax and interest on such penalties and additions to tax.

AAA will not be required to deduct and withhold any amount pursuant to Section 1445(a) of the Internal Revenue Code of 1986, as amended.

3.8 CCC Financial Statements. CCC was incorporated on _________,_________,_________(M/D/Y). CCC's financial

year ends on the last day of February. CCC has delivered to AAA an unaudited balance sheet (the "Unaudited Balance Sheet") as of _________,_________,_________(M/D/Y) (the "Balance Sheet Date") and an unaudited income statement and unaudited cash flow statement, each for the nine months ended

_________,_________,_________(M/D/Y) (such balance sheet, income statement and cash flow statement,

collectively, the "Management Accounts") CCC has also delivered to AAA CCC's audited balance sheet as of _________,_________,_________(M/D/Y)(the "Balance Sheet"), and an audited consolidated income statement, and an audited consolidated cash flow for the financial year ended _________,_________,_________(M/D/Y) (all such Management Accounts and financial statements of CCC are hereinafter collectively referred to as the "CCC Financial Statements"). The CCC Financial Statements (a) have been prepared in accordance with the books and records of CCC, (b) fairly present the financial condition of CCC at the dates therein indicated and the results of operations for the periods therein specified and (c) have been prepared in accordance with generally accepted accounting principles as applied in _________(PLACENAME) ("_________(PLACENAME) GAAP")applied on a consistent basis with prior periods. CCC has no material debt, liability or obligation of any nature (whether intercompany or owed to third parties), whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those shown on the Unaudited Balance Sheet and (ii) those that may have been

incurred after the Balance Sheet Date in the ordinary course of CCC's business consistent with past. All reserves established by CCC and set forth in the Unaudited Balance Sheet are reasonably adequate. At the Balance Sheet Date, there were no material contingent liabilities, as such term is used in _________(PLACENAME) GAAP, which are not adequately provided for in the Balance Sheet as required by _________(PLACENAME) GAAP.

3.9 Title to Properties. CCC has good and marketable title to all of its assets (including but not limited to those shown on

the Balance Sheet), free and clear of all liens, mortgages, security interests, claims, charges, restrictions or

encumbrances, except where the failure to hold such title would not have a Material Adverse Effect. All

machinery, vehicles, equipment and other tangible personal property included in such assets and properties are in good condition and repair, normal wear and tear excepted, and all leases of real or personal property to which CCC is a party are fully effective and afford CCC peaceful and undisturbed possession of the real or personal

property that is the subject of the lease. CCC is not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement or other law or regulation applicable to the operation of owned or leased properties (the violation of which would have a Material Adverse Effect on its business), nor has CCC received any notice of violation with which it has not complied. CCC owns its corporate offices and surrounding land (the "Real Property").

3.10 Absence of Certain Changes. Since the Balance Sheet Date through the date hereof, there has not been with respect

to CCC any:

(a) material adverse change in the condition (financial or otherwise), properties, assets, liabilities, businesses,

operations, or results of operations of CCC;

(b) amendments or changes in the memorandum and articles of association of CCC;

encumbrance on any of the assets or properties of CCC or any material obligation or liability or any

indebtedness for borrowed money; or (ii) issuance or sale of, or change with respect to the rights of, any

debt or equity securities of CCC or any options or other rights to acquire from CCC, directly or indirectly,

any debt or equity securities of CCC;

(d) payment or discharge of a lien or liability which lien or liability was not either shown on the Balance Sheet or

incurred in the ordinary course of business after the Balance Sheet Date;

(e) purchase, license, sale or other disposition, or any agreement or other arrangement for the purchase, license,

sale or other disposition, of any of the assets, properties or goodwill of CCC other than in the ordinary

course of its business consistent with its past practice;

(f) damage, destruction or loss, whether or not covered by insurance, having (or likely with the passage of time to

have) a Material Adverse Effect on CCC;

(g) declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of,

the CCC Stock, any split, combination or recapitalization of the CCC Stock or any direct or indirect

redemption, purchase or other acquisition of CCC Stock or any change in any rights, preferences,

privileges or restrictions of any issued and outstanding security of CCC;

(h) change or increase in the compensation payable or to become payable to any of the officers, employees,

consultants or agents of CCC, or in any bonus or pension, insurance or other benefit payment or

arrangement (including without limitation stock awards, stock appreciation rights or stock option grants)

made to or with any of such officers, employees, consultants or agents except in connection with normal

salary or performance reviews or otherwise in the ordinary course of business consistent with CCC's past

practice;

(i) change with respect to the management, supervisory or other key personnel of CCC;

(j) obligation or liability incurred by CCC to any of its officers, directors or the CCC Shareholder except in the

ordinary course of business consistent with CCC's past practice;

(k) making of any loan, advance or capital contribution to, or any investment in, any officer, director or record or

beneficial shareholder of CCC;

(l) entering into, amendment of, relinquishment, termination or non renewal by CCC of any contract, lease,

transaction, commitment or other right or obligation other than in the ordinary course of its business

consistent with its past practice or, to CCC's knowledge, any written or oral indication or assertion by the

other party thereto of problems with CCC's services or performance under such contract, lease, transaction, commitment or other right or obligation or such other party's desire to so amend, relinquish, terminate or

not renew any such contract, lease, transaction, commitment or other right or obligation;

(m) material change in the manner in which CCC extends discounts or credits to customers or otherwise deals

with its customers;

(n) entering into by CCC of any transaction, contract or agreement or the conduct of business or operations other

than in the ordinary course of its business consistent with its past practices; or

(o) transfer or grant of a right under any CCC IP Rights (as defined in Section 3.13 below), other than those

transferred or granted in the ordinary course of CCC's business consistent with CCC's past practice.

3.11 Contracts and Commitments. Exhibit 3.11 sets forth, as of the date hereof, a list of each of the following written or

oral contracts, agreements, commitments or other instruments to which CCC is a party or to which it or any of its assets or properties is bound:

(a) consulting or similar agreement under which CCC provides any advice or services to a customer of CCC; (b) continuing contract for the future purchase, sale, license, provision or manufacture of products, material,

supplies, equipment or services requiring payment to or from CCC in an amount in excess of ZAR 300,000 per annum which is not terminable on 90 days' or less notice without cost or other liability to CCC or in

which CCC has granted or received manufacturing rights, most favored customer pricing provisions or

exclusive marketing rights relating to any product or services, group of products or services or territory;

license of software to CCC, which software is used or incorporated in any products currently distributed by CCC or services currently provided by CCC or is contemplated to be used or incorporated in any products

to be distributed or services to be provided by CCC (other than software generally available to the public

at a per copy license fee of less than ZAR 30,000);

(d) joint venture or partnership contract or agreement or other agreement which has involved or is reasonably

expected to involve a sharing of profits or losses in excess of ZAR 300,000 per annum with any other

party;

(e) contract or commitment for the employment of any officer, employee or consultant of CCC or any other type

of contract or understanding with any officer, employee or consultant of CCC which is not immediately

terminable by CCC without cost or other liability, except as otherwise provided by

_________(PLACENAME) law;

(f) indenture, mortgage, trust deed, promissory note, loan agreement, guarantee or other agreement or commitment

for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be

capitalized in accordance with _________(PLACENAME) GAAP;

(g) lease or other agreement under which CCC is lessee of or holds or operates any items of tangible personal

property or real property owned by any third party and under which payments to such third party exceed

ZAR _________ per annum;

(h) agreement or arrangement for the sale of any assets, properties, services or rights having a value in excess of

ZAR _________, other than in the ordinary course of business consistent with past practice, and except as

otherwise contemplated by this Agreement;

(i) agreement which restricts CCC from engaging in any aspect of its business or competing in any line of

business in any geographic area;

(j) CCC IP Rights Agreement (as defined in Section 3.13 below);

(k) agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any

shares of CCC Stock or any options, warrants or other rights to purchase or otherwise acquire any such

shares of CCC Stock, other securities or options, warrants or other rights therefor;

(l) contract with or commitment to any labor union; or

(m) other agreement, contract, commitment or instrument that is material to the business of CCC or that involves a

commitment by CCC in excess of $25,000.

A copy of each agreement or document required by this Section to be listed on Exhibit 3.11 (collectively, the "CCC Material Agreements") has been delivered to DDD LLP, AAA's counsel. No consent or approval of any third party is required to ensure that, following the Closing, any CCC Material Agreement shall continue to be in full force and effect without any breach or violation thereof caused by virtue of the Exchange or by any other transaction called for by this Agreement.

3.12 No Default. CCC is not in breach or default of any CCC Material Agreement. CCC is not a party to any contract,

agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect on CCC. CCC does not have any material liability for renegotiation of government contracts or subcontracts, if any.

3.13 Intellectual Property.

3.13.1 CCC owns, or has the irrevocable right to use, sell or license all material Intellectual Property Rights (as

defined below) necessary or required for the conduct of its business as presently conducted (such

Intellectual Property Rights being hereinafter collectively referred to as the "CCC IP Rights"), and

such rights to use, sell or license are sufficient for such conduct of its business. CCC is the legal and

beneficial owner of all rights, including all copyright and worldwide distribution rights, to those

certain computer software programs, including all object code, source code, configurations, routines

and algorithms contained therein with annotations and related documentation, known as the CCC

Roots together with all alterations, modifications and reconfigurations thereof in all forms of

expression, including but not limited to, the source code, object code, flowcharts, block diagrams,

manuals and all other documentation no matter how stored, transmitted, read or utilized and all

copyrights, trade secrets, patents, inventions (whether patentable or not), proprietary rights and

intellectual property rights associated therewith (collectively the "Software"). The term "CCC IP

Rights" includes, without limitation, the Software. Any and all rights to the Software previously

owned or held by third parties, including (but not limited to) the CCC Subsidiaries have been

transferred to CCC and are owned outright, free and clear of any claims, liens, security interest,

mortgages, encumbrances or obligations, by CCC. Numerous parties worldwide hold distribution

rights of some sort to the Software. Some examples and descriptions of the arrangements by which

parties may hold such rights may be found on the Internet at

http://www.CCC.com/partners/contents.html.

3.13.2 The execution, delivery and performance of this Agreement and the consummation of the Exchange and the

other transactions contemplated hereby will not constitute a material breach of or default under any

instrument, contract, license or other agreement governing any CCC IP Right (the "CCC IP Rights

Agreements") and will not cause the forfeiture or termination, or give rise to a right of forfeiture or

termination, of any CCC IP Right or materially impair the right of CCC to use, sell, license, provide

or otherwise commercially exploit any CCC IP Right or portion thereof (except where such breach,

forfeiture or termination would not have a Material Adverse Effect on CCC). Other than pursuant to

agreements entered into in the ordinary course of business between CCC and its representative

offices, or to resellers under the Chained Certification Authority Program, there are no royalties,

honoraria, fees or other payments payable by CCC to any person by reason of the ownership, use,

license, sale, exploitation or disposition of the CCC IP Rights.

3.13.3 Neither the manufacture, marketing, license, sale, furnishing or intended use of any product or service

currently licensed, utilized, sold, provided or furnished by CCC or currently under development by

CCC has violated or now violates any license or agreement between CCC and any third party or, to

the knowledge of CCC or the CCC Shareholder infringes or misappropriates any Intellectual

Property Right of any other party; and there is no pending or, to the best knowledge of CCC and the

CCC Shareholder, threatened claim or litigation contesting the validity, ownership or right to use,

sell, license or dispose of any CCC IP Right nor, to the best knowledge of CCC and the CCC

Shareholder, is there any basis for any such claim, nor has CCC received any notice asserting that

any CCC IP Right or the proposed use, sale, license or disposition thereof conflicts or will conflict

with the rights of any other party, nor, to the best knowledge of CCC and the CCC Shareholder, is

there any basis for any such assertion. To the best knowledge of CCC and the CCC Shareholder, no

employee or agent of or consultant to CCC is in violation of any term of any employment contract,

patent disclosure agreement, noncompetition agreement, non solicitation agreement or any other

contract or agreement, or any restrictive covenant relating to the right of any such employee, agent or

consultant to be employed thereby, or to use trade secrets or proprietary information of others, and

the employment of such employees or engagement of such agents and consultants does not subject

CCC to any liability.

3.13.4 CCC is currently taking reasonable and practicable steps, detailed on Schedule 3.13.4, designed to protect,

preserve and maintain the secrecy and confidentiality of all material CCC IP Rights and all CCC's

proprietary rights therein. All officers, employees, agents and consultants of CCC having access to

proprietary information have executed and delivered to CCC an agreement regarding the protection

of such proprietary information and the assignment of inventions to CCC in the form provided to

counsel for AAA and copies of all such agreements, executed by all such persons, have been

delivered to AAA's counsel.

3.13.5 Exhibit 3.13 contains a list of all CCC IP Rights and all worldwide applications, registrations, filings and

other formal actions made or taken pursuant to national, provincial and foreign laws by CCC to

secure, perfect or protect its interest in CCC IP Rights, including, without limitation, all patents,

patent applications, copyrights (whether or not registered), copyright applications, trademarks,

service marks and trade names (whether or not registered) and trademark, service mark and trade

name applications. Exhibit 3.13 lists, with respect to each item of CCC IP Rights, the entity (CCC or

one of the CCC Subsidiaries) which owns or holds such IP Rights.

3.13.6 As used herein, the term "Intellectual Property Rights" means, collectively, all worldwide industrial and

intellectual property rights, including, without limitation, patents, patent applications, patent rights,

trademarks, trademark applications, trade dress rights, trade names, service marks, service mark

applications, copyrights, copyright applications, mask work rights, mask work registrations,

franchises, licenses, inventions, trade secrets, know how, customer lists, proprietary processes and

formulae, software source and object code, algorithms, architecture, structure, display screens,

layouts, inventions, development tools and all documentation and media constituting, describing or

relating to the above, including, without limitation, manuals, memoranda and records.

3.14 Compliance with Laws. CCC has complied, and is now and at the Closing Date will be in compliance, in all material

respects, with all applicable national, provincial, or foreign laws, ordinances, regulations, and rules, and all

orders, writs, injunctions, awards, judgments, and decrees applicable to CCC or to CCC's assets, properties, and business, except where the failure to so comply would not have a Material Adverse Effect. CCC holds all

permits, licenses and approvals from, and has made all filings with, third parties, including government agencies and authorities, that are necessary in connection with CCC's present business, except those where failure to do so would not have a Material Adverse Effect.

3.15 Certain Transactions and Agreements. except as contemplated by this Agreement, none of the officers, directors or

the CCC Shareholder of CCC, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with CCC (except with respect to any interest in less than one percent (1%) of the stock of any corporation

whose stock is publicly traded). None of said officers, directors, employees or the CCC Shareholder or any

member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with CCC, except for normal compensation for services as an officer, director or employee thereof that have

been disclosed to AAA. Except as contemplated by this Agreement, none of said officers, directors, employees or the CCC Shareholder or family members has any interest in any property, real or personal, tangible or

intangible (including but not limited to any CCC IP Rights or any other Intellectual Property Rights) that is used in or that pertains to the business of CCC, except for the normal rights of a shareholder.

3.16 Employees.

3.16.1 CCC is in compliance in all material respects with all applicable laws, agreements and contracts relating to

employment, employment practices, wages, hours, and terms and conditions of employment,

including, but not limited to, employee compensation matters in each of the jurisdictions in which it

conducts business. A list of all employees, officers and consultants of CCC, their title, date of hire,

employer entity and current compensation is set forth on Exhibit 3.16.1, which has been delivered to

AAA. CCC does not have any employment contracts or consulting agreements currently in effect

that are not terminable at will (other than agreements with the sole purpose of providing for the

confidentiality of proprietary information or assignment of inventions), other than as may be required

by _________(PLACENAME) law.

3.16.2 CCC (i) has never been and is not now subject to a union organizing effort, (ii) is not subject to any

collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other

contract, written or oral, with any trade or labor union, employees' association or similar organization, and (iv) does not have any current labor disputes. CCC has good labor relations, and has no

knowledge of any facts indicating that the consummation of the transactions contemplated hereby

will have a material adverse effect on such labor relations. As of the date hereof, neither CCC nor the CCC Shareholder has any knowledge that any key employee of CCC intends to leave the employ of

CCC.

3.16.3 CCC does not have any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement

Income Security Act of 1974, as amended ("ERISA"). CCC has no pension plan which constitutes, or has since the enactment of ERISA constituted, a "multi employer plan" as defined in Section 3(37) of ERISA. No CCC pension plans are subject to Title IV of ERISA. CCC does not have any employee

benefit plans that are subject to statutory regulation under the laws of _________(PLACENAME).

3.16.4 Exhibit 3.16.4 lists each employment, severance or other similar contract, arrangement or policy, each

"employee benefit plan" as defined in Section 3(3) of ERISA (if any) and each plan or arrangement

(written or oral) providing for insurance coverage (including any self insured arrangements),

workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits,

hospitalization benefits, retirement benefits, deferred compensation, profit sharing, bonuses, stock

options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation

or post retirement insurance, compensation or benefits for employees, consultants or directors which

is entered into, maintained or contributed to by CCC and covers any employee or former employee

or consultant or former consultant of CCC. Such contracts, plans and arrangements as are described

in this Section 3.16.4 are hereinafter collectively referred to as the "CCC Benefit Arrangements."

The CCC Benefit Arrangement has been maintained in compliance in all material respects with its

terms and with the requirements prescribed by any and all laws, statutes, orders, rules and regulations that are applicable to such CCC Benefit Arrangement. CCC has delivered to AAA and its counsel,

DDD LLP, a complete and correct copy and summary description of the CCC Benefit Arrangement.

3.16.5 There has been no amendment to, written interpretation or announcement (whether or not written) by CCC

relating to, or change in employee participation or coverage under, any CCC Benefit Arrangement

that would increase materially the expense of maintaining such CCC Benefit Arrangement above the level of the expense incurred in respect thereof for CCC's fiscal year ended

_________,_________,_________(M/D/Y).

3.16.6 The group health plans (as defined in Section 4980B(g) of the Code) that benefit employees of CCC are in

compliance, in all material respects, with the continuation coverage requirements of Section 4980B

of the Code as such requirements affect CCC and its employees. As of the Closing Date, there will be no material outstanding, uncorrected violations under the Consolidation Omnibus Budget

Reconciliation Act of 1985, as amended ("COBRA"), with respect to any of the CCC Benefit

Arrangements, covered employees, or qualified beneficiaries that could result in a Material Adverse

Effect on CCC, or in a material adverse effect on the business, operations or financial condition of

AAA as its successor. CCC has provided, or shall have provided prior to the Closing, to individuals

entitled thereto, all required notices and coverage pursuant to Section 4980B of COBRA, with

respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Code) occurring prior to

and including the Closing Date, and no material amount payable on account of Section 4980B of the

Code has been incurred with respect to any current or former employees of CCC (or their

beneficiaries).

3.16.7 No benefit payable or which may become payable by CCC pursuant to any CCC Benefit Arrangement or as

a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined

in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise tax under Section

4999 of the Code or which would not be deductible by reason of Section 280G of the Code. CCC is

not a party to any (a) agreement (other than as described in (b) below) with any executive officer or

other key employee thereof (i) the benefits of which are contingent, or the terms of which are

materially altered, upon the occurrence of a transaction involving CCC in the nature of any of the

transactions contemplated by this Agreement, (ii) providing any term of employment or

compensation guarantee, or (iii) providing severance benefits or other benefits after the termination

of employment of such employee regardless of the reason for such termination of employment, or (b)

agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan

or stock purchase plan, any of the benefits of which will be materially increased, or the vesting of

benefits of which will be materially accelerated, by the occurrence of the Exchange or any of the

other transactions contemplated by this Agreement or the value of any of the benefits of which will

be calculated on the basis of any of the transactions contemplated by this Agreement.

3.17 Brokers. [COMPLETE]

3.18 Insurance. Exhibit 3.20 hereto lists all fire and casualty, general liability, business interruption, product liability,

errors and omissions, and sprinkler and water damage insurance maintained by CCC.

3.19 Environmental Matters.

3.19.1 During the period that CCC has leased or owned its respective properties or owned or operated any

facilities, there have been no disposals, releases or threatened releases of Hazardous Materials (as

defined below) on, from or under such properties or facilities that resulted from any act or omission

of CCC or any of its employees, agents or invitees. The CCC Shareholder has no knowledge of any

presence, disposals, releases or threatened releases of Hazardous Materials on, from or under any of

such properties or facilities, which may have occurred prior to CCC having taken possession of any

of such properties or facilities. For the purposes of this Agreement, the terms "disposal," "release,"

and "threatened release" shall have the definitions assigned thereto by the Comprehensive

Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S) 9601 et seq., as

amended ("CERCLA"). For the purposes of this Agreement "Hazardous Materials" shall mean any

hazardous or toxic substance, material or waste which is or becomes prior to the Closing regulated

under, or defined as a "hazardous substance," "pollutant," "contaminant," "toxic chemical,"

"hazardous materials," "toxic substance" or "hazardous chemical" under (a) CERCLA; (b) any

similar federal, state or local law; or (c) regulations promulgated under any of the above laws or

statutes.

3.19.2 None of the properties or facilities of CCC is in violation of any national or provincial, ordinance,

regulation or order relating to industrial hygiene or to the environmental conditions on, under or

about such properties or facilities, including, but not limited to, soil and ground water condition,

except for such violations as would not have a Material Adverse Effect. During the time that CCC

has owned or leased its properties and facilities, neither CCC nor, to the best knowledge of CCC and

the CCC Shareholder, any third party, has used, generated, manufactured or stored on, under or about

such properties or facilities or transported to or from such properties or facilities any Hazardous

Materials, other than CCC's lawful use of standard office supplies customarily used in office

environments that contain legally permitted amounts of Hazardous Materials that would have no

Material Adverse Effect.

3.19.3 During the time that CCC has owned or leased its properties and facilities, there has been no litigation

brought or threatened against CCC, or, to the best knowledge of CCC and the CCC Shareholder,

against any lessor or owner of real property leased by CCC, or any settlement reached by CCC or the

CCC Shareholder with any party or parties alleging the presence, disposal, release or threatened

release of any hazardous materials on, from or under any of such properties or facilities.

3.20 Product Warranties and Product Liability Claims.

(a) All products sold, serviced or distributed by CCC and all services provide by CCC at any time prior to the

Closing Date have been in conformance in all material respects with all applicable contractual

commitments and all express or implied warranties of CCC and no material liability exists for replacement

thereof or other damages in connection with such sales or deliveries or services at any time prior to the

Closing Date (except as may be reflected or expressly reserved for in the Latest Balance Sheet).

(b) The warranty and repair Claims with respect to the products made, designed and sold by CCC and all services

provided by CCC as part of the Business prior to the Closing Date have been administered by CCC and

have consisted solely of routine warranty and repair Claims for the return of defective or non conforming

merchandise, which Claims have individually and in the aggregate been of an immaterial nature. There

exist no Claims against CCC and, to the knowledge of the CCC Shareholder, there exists no reasonable

basis for any Claims against CCC for injury to Persons or property suffered by any Person as a result of

the sale or use of any product made, designed or sold by CCC or any service provided by CCC prior to the

Closing Date, including, but not limited to, Claims arising out of the defective or unsafe nature of any

products.

4. REPRESENTATIONS AND WARRANTIES OF AAA

AAA hereby represents and warrants each of the following representations and statements in this Section 4 are true and correct:

4.1 Organization and Good Standing. AAA is a corporation duly organized, validly existing and in good standing under

the laws of the State of _________(PLACENAME), and has the corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and as proposed to be conducted.

4.2 Power, Authorization and Validity.

4.2.1 AAA has the right, power and authority to enter into, execute and perform its obligations under this

Agreement and the AAA Ancillary Agreements and to consummate the Exchange. The execution,

delivery and performance of this Agreement and the AAA Ancillary Agreements by AAA have been

duly and validly approved and authorized by all necessary action on the part of AAA and AAA's Board

of Directors.

4.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to

enable AAA to enter into this Agreement and the AAA Ancillary Agreements and consummate the

Exchange. No filing, authorization, consent, approval or order, governmental or otherwise, is necessary

or required to enable AAA to perform those obligations under this Agreement and the AAA Ancillary

Agreements that are to be performed after the consummation of the Exchange except for (a) any filings

with the Securities and Exchange Commission and other applicable securities authorities contemplated

by the Registration Rights Agreement attached hereto as Exhibit 2.1.3, and (b) such filings as may be

required to comply with applicable securities laws in connection with the Exchange itself.

4.2.3 This Agreement and the AAA Ancillary Agreements are, or when executed by AAA will be, valid and

binding obligations of AAA, enforceable in accordance with their respective terms, except as to the

effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors

generally and (b) rules of law governing specific performance, injunctive relief and other equitable

remedies.

4.3 No Violation of Material Agreements. Neither the execution and delivery of this Agreement nor any AAA Ancillary

Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in: (a) a termination, breach, impairment or violation of (i) any provision of the Certificate of Incorporation or Bylaws of AAA, as currently in effect or (ii) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation to which AAA or its assets or properties is subject; or (b) a termination, or a material breach, impairment or violation, of any material instrument or contract to which AAA is a party or by which AAA or its properties are bound. AAA is not required to obtain the consent of any third party to consummate the Exchange.

4.4 Disclosure. AAA has made available to CCC a disclosure package consisting of AAA's most recent Form 10 K for its

fiscal year ended _________,_________,_________(M/D/Y), all Forms 10 Q filed by AAA with the SEC after the date of such Form 10 K and before the Agreement Date, all Forms 8 K and 8 K/A filed by AAA with the SEC after the date of its most recent Form 10 Q and the Proxy Statement for AAA's annual meeting of stockholders held on _________,_________,_________(M/D/Y) (the "AAA Disclosure Package"). As of their respective filing dates, documents filed by AAA with the SEC including, without limitation, any financial statements or schedules included or incorporated therein and included in the AAA Disclosure Package complied in all material respects with the requirements of the 1933 Act or the 1934 Act, as the case may be. The consolidated financial statements of AAA included in such SEC documents have been prepared in accordance with the books and records of AAA and fairly present the financial condition of AAA and its consolidated subsidiaries as of such date and the

consolidated results of operations and cash flows for the periods then ended. The consolidated financial statements in such SEC documents have been prepared in accordance with United States generally accepted accounting

principles consistently applied during the periods involved, except as otherwise disclosed in the notes to such financial statements. The AAA Disclosure Package, this Agreement, the exhibits and schedules hereto, and any certificates or documents to be delivered to CCC pursuant to this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which such statements were made, not

misleading.

4.5 Financial Condition. There has been no material adverse change in the financial condition or business of AAA, taken

as whole, since the date of the most recent financial statements included in the AAA Disclosure Package.

4.6 Validity of Shares. The shares of AAA Common Stock to be issued pursuant to the Exchange shall, when issued: (a)

be duly authorized, validly issued, fully paid and nonassessable and free of liens and encumbrances created by AAA, and (b) be free and clear of any transfer restrictions, liens and encumbrances except for restrictions on transfer under applicable United States securities laws, including Rule 144 promulgated under the 1933 Act.

4.7 South Afican Assets and Revenues. AAA's _________(PLACENAME) assets and revenues are below the thresholds

that would require a filing with the _________(PLACENAME) Competition Commission.

5. COVENANTS OF THE CCC SHAREHOLDER

During the period from the Agreement Date until the earlier to occur of (i) the Closing or (ii) the termination of this Agreement in accordance with Section 10, the CCC Shareholder hereby covenants and agrees with AAA as follows:

5.1 Advice of Changes. The CCC Shareholder will promptly advise AAA in writing (a) of any event occurring

subsequent to the date of this Agreement that would render any representation or warranty of the CCC

Shareholder contained in Section 3 of this Agreement, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect and (b) of any material adverse change in CCC's assets, business, results of operations or financial condition. The CCC Shareholder shall cause CCC to deliver to AAA within thirty (30) days after the end of each quarterly accounting period ending after the Agreement Date and before the Closing Date, an unaudited balance sheet and statement of operations, which financial statements shall be

prepared in the ordinary course of business consistent with CCC's past practice (except that such financial

statements shall be prepared in accordance with _________(PLACENAME) GAAP), in accordance with CCC's books and records and _________(PLACENAME) GAAP and shall fairly present the financial position of CCC on a consolidated basis as of their respective dates and the results of CCC's operations on a consolidated basis for the periods then ended.

5.2 Maintenance of Business. The CCC Shareholder shall cause CCC to carry on and preserve its business and its

relationships with customers, suppliers, employees, consultants and others in substantially the same manner as it has prior to the date hereof. If the CCC Shareholder becomes aware of a material deterioration in the relationship of CCC with any customer, supplier, key employee, consultant or business partner, he will promptly bring such information to the attention of AAA in writing and, if requested by AAA, will exert his best efforts to restore the relationship.

5.3 Conduct of Business. The CCC Shareholder shall cause CCC to continue to conduct its business and maintain its

business relationships in the ordinary and usual course and to not, without the prior written consent of the

President of AAA:

(a) borrow or lend any money other than advances to in the ordinary course of CCC's business consistent with

CCC's past practice;

(b) purchase or sell shares or other equity interest in any corporation or other business or enter into any transaction

or agreement not in the ordinary course of CCC's business consistent with CCC's past practice;

(d) sell, transfer or dispose of any of its assets except in the ordinary course of CCC's business consistent with

CCC's past practice;

(e) enter into any material lease or contract for the purchase or sale of any property, whether real or personal,

tangible or intangible, except as otherwise contemplated by this Agreement, or except in the ordinary

course of business and consistent with past practice;

(f) pay any bonus, increased salary or special remuneration to any officer, employee or consultant (except for

normal salary increases consistent with past practices not to exceed 5% of such officer's, employee's or

consultant's base annual compensation, except pursuant to existing arrangements previously disclosed to

and approved in writing by AAA) or enter into any new employment or consulting agreement with any

such person;

(g) change any of its accounting;

(h) declare, set aside or pay any cash or stock dividend or other distribution in respect of any of its shares, redeem,

repurchase or otherwise acquire any of its capital stock or other securities, pay or distribute any cash or

property to any CCC shareholder or security holder or make any other cash payment to any shareholder or security holder of CCC that is unusual, extraordinary, or not made in the ordinary course of CCC's

business consistent with CCC's past practice;

(i) amend or terminate any contract, agreement or license to which it is a party;

(j) guarantee or act as a surety for any obligation of any third party;

(k) waive or release any material right or claim except in the ordinary course of business, consistent with past

practice or agree to any audit assessment by any tax authority or file any federal or state income or

franchise tax return unless copies of such returns have been delivered to AAA for its review prior to filing; (l) issue, sell, create or authorize any shares of its capital stock of any class or series or any other of its securities,

or issue, grant or create any warrants, obligations, subscriptions, options, convertible securities, or other

commitments to issue shares of its capital stock or securities ultimately exchangeable for, or convertible

into, shares of its capital stock;

(m) subdivide or split or combine or reverse split the issued and outstanding shares of its capital stock of any class

or enter into any recapitalization affecting the number of issued and outstanding shares of its capital stock of any class or affecting any other of its securities;

(n) merge, consolidate or reorganize with, or acquire, any entity or enter into any negotiations, discussions or

agreement for such purpose;

(o) amend its charter documents;

(p) enter into any license or agreement to license any of its technology or Intellectual Property Rights;

(q) change any insurance;

(r) agree to do any of the things described in the preceding clauses 5.3(a) through 5.3(q).

5.4 Regulatory Approvals. The CCC Shareholder shall cause CCC to and the CCC Shareholder will, promptly execute

and file, or join in the execution and filing, of any application or other document that may be necessary in order to obtain the authorization, approval or consent of any governmental body, federal, state, local or foreign, which may be reasonably required, or which AAA may reasonably request, in connection with the consummation of the transactions contemplated by this Agreement, provided that, other than Exchange Control Approval, AAA shall

pay the costs associated with such filings or applications. The CCC Shareholder shall cause CCC, its officers,

directors and employees to, and the CCC Shareholder, will use their respective best efforts to promptly obtain, and to cooperate with AAA to promptly obtain, all such authorizations, approvals and consents.

5.5 Necessary Consents. The CCC Shareholder shall cause CCC, its officers and directors to, and the CCC Shareholder

will, use their respective best efforts to promptly obtain such written consents and take such other actions as may be necessary or appropriate in addition to those set forth in Section 5.4 to allow the consummation of the

transactions contemplated hereby and to allow AAA to carry on CCC's business after the Closing.

5.6 Litigation. The CCC Shareholder shall cause CCC to notify AAA in writing promptly after learning of any action, suit,

arbitration, mediation, proceeding or investigation by or before any court, arbitrator or arbitration panel, board or governmental agency, initiated by or against it, or known by it to be threatened against it or any of its directors, officers, employees or consultant in their capacity as such.

5.7 No Other Negotiations. From the Agreement Date until the earlier of termination of this Agreement in accordance

with Section 10 or the consummation of the Exchange, the CCC Shareholder shall cause CCC, its officers,

directors and employees and the CCC Shareholder will not, and will not authorize, encourage or permit, any

officer, director, employee, shareholder or affiliate of CCC, or any other person, on its or their behalf to, directly or indirectly, solicit or encourage any offer from any party or consider any inquiries or proposals received from any other party, participate in any negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any person (other than AAA),

concerning any agreement or transaction regarding the possible disposition of all or any substantial portion of the business, assets or capital stock of CCC or any CCC Subsidiary by merger, consolidation, reorganization, sale of assets, sale of stock, exchange, tender offer or any other form of business combination ("Alternative Transaction"). The CCC Shareholder will, and will cause CCC to, promptly notify AAA orally and in writing of any such

inquiries or proposals. In addition, neither CCC, nor the CCC Shareholder nor any CCC Subsidiary, shall execute, enter into or become bound by (a) any letter of intent or agreement or commitment between CCC and/or the CCC Shareholder and/or any CCC Subsidiary, on the one hand, and any third party, on the other hand, that is related to an Alternative Transaction or (b) any agreement or commitment between CCC and/or the CCC Shareholder and/or any CCC Subsidiary, on the one hand, and a third party, on the other hand, providing for an Alternative

Transaction.

5.8 Access to Information. Until the Closing, the CCC Shareholder shall cause CCC to allow AAA and its agents

reasonable access to the files, books, records and offices of CCC, including, without limitation, any and all

information relating to CCC's taxes, commitments, contracts, leases, licenses, and real, personal and intangible property and financial condition, and subject to CCC's confidentiality obligations to third parties. The CCC

Shareholder shall cause CCC to cause its accountants to cooperate with AAA and its agents in making available all financial and tax information reasonably requested, including without limitation the right to examine all

working papers pertaining to all financial statements and tax returns, prepared or audited by such accountants, provided that such access to information does not unreasonably interfere with the operations of CCC.

5.9 Satisfaction of Conditions Precedent. The CCC Shareholder shall cause CCC, its and directors and officers to, and the

CCC Shareholder will, use their respective best efforts to satisfy or cause to be satisfied all the conditions

precedent which are set forth in Section 9, and the CCC Shareholder shall cause CCC, its directors and officers to, and the CCC Shareholder will, use their respective best efforts to cause the transactions contemplated by this

Agreement to be consummated; and, without limiting the generality of the foregoing, to obtain all consents and

authorizations of third parties and to make all filings with, and give all notices to, third parties that may be

necessary or reasonably required on CCC's part in order to effect the transactions contemplated hereby.

5.10 Securities Laws. The CCC Shareholder shall cause CCC to, and the CCC Shareholder shall, use their best efforts to

assist AAA to the extent necessary to comply with the securities laws of all jurisdictions (U.S. and foreign)

which are applicable in connection with the Exchange, provided that all costs associated with such compliance, other than Exchange Control Approval, shall be borne by AAA.

5.11 Termination of Registration and Voting Rights. The CCC Shareholder shall cause all registration rights agreements

and voting agreements applicable to or affecting any issued and outstanding shares or other securities of CCC (if any) to be duly terminated and canceled by CCC by no later than the Closing.

5.12 Invention Assignment and Confidentiality Agreements. The CCC Shareholder shall cause CCC to obtain from each

employee, agent and consultant of CCC who has had access to any software, technology or copyrightable,

patentable or other proprietary works or intellectual property owned or developed by CCC or other Intellectual Property Rights, or to any other confidential or proprietary information of CCC or its clients, an invention

assignment and confidentiality agreement in substantially the form of the agreement provided to counsel to

AAA, duly executed by such employee, agent or consultant and delivered to CCC.

5.13 Non Competition and Consulting Agreements. The CCC Shareholder shall cause CCC to use its commercially

reasonable efforts to cause the Restrained Persons to execute and deliver to AAA at the Closing a Non

Competition Agreement in favor of AAA in the form attached hereto as Exhibit 9.9A (the "Non Competition

Agreement"), the consideration for which shall be the payment to such Restrained Persons and the effectiveness of which shall be conditioned on the satisfaction of the conditions in Section 2.1.4. The CCC Shareholder shall also execute and deliver to AAA the Non Competition Agreement in the form of Exhibit 9.9B at the Closing. The CCC Shareholder shall execute and deliver to AAA at the Closing a Consulting Agreement in the form

attached hereto as Exhibit 9.10 (the "Consulting Agreement").

5.14 Quarter Financials. Prior to Closing, the CCC Shareholder shall cause CCC to deliver to AAA CCC's unaudited

balance sheet as of _________,_________,_________(M/D/Y) and CCC's unaudited consolidated statement of operations, consolidated statement of cash flows and consolidated statement of Shareholder' equity for the nine months ended _________,_________,_________(M/D/Y) prepared in accordance _________(PLACENAME) GAAP (the "Interim Financials").

5.15 Closing of Exchange. The CCC Shareholder shall cause CCC not to, and the CCC Shareholder shall not, refuse to

effect the Exchange if, on or before the Closing Date, all the conditions precedent to their obligations to effect the Exchange under Section 8 hereof have been satisfied or, in their sole discretion, been waived by them.

5.16 Consultants to Become Employees. The CCC Shareholder shall cause CCC and its officers to use their commercially

reasonable efforts to cause those persons who are designated by AAA to CCC in writing and who are currently performing services for CCC and the CCC Subsidiaries as consultants to become employees of CCC and/or the applicable CCC Subsidiary prior to the Closing on terms and conditions, subject to _________(PLACENAME) labor legislation, reasonably satisfactory to AAA.

5.17 [5.17 Delivery of CCC Financial Statements. Prior to the Closing, and as soon as practicable following the execution

of this Agreement, the CCC Shareholder shall cause CCC to deliver to AAA the audited CCC Financial

Statements referred to in Section 3.8 hereof.]

5.18 Real Property Purchase Agreement. The CCC Shareholder shall cause CCC to, and the CCC Shareholder shall, have

entered into an agreement, on terms that are commercially reasonable and reasonably acceptable to AAA, for the purchase by the CCC Shareholder of the Real Property. The price for the Real Property shall be its fair market value established by an appraiser experienced in the appraisal of property like the Real Property.

6. AAA COVENANTS

During the period from the Agreement Date until the earlier to occur of (i) the Closing or (ii) the termination of this Agreement in accordance with Section 10, AAA covenants and agrees as follows:

6.1 Advice of Changes. AAA will promptly advise the CCC Shareholder in writing (a) of any event occurring subsequent

to the date of this Agreement that would render any representation or warranty of AAA contained in this

Agreement, if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect and (b) of any material adverse change in AAA's business, results of operations or financial condition.

6.2 Regulatory Approvals. AAA will execute and file, or join in the execution and filing, of any application or other

document that may be necessary in order to obtain the authorization, approval or consent of any governmental body, federal, state, local or foreign, which may be reasonably required, in connection with the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. AAA will use its best efforts to obtain all such authorizations, approvals and consents.

6.3 Satisfaction of Conditions Precedent. AAA will use its best efforts to satisfy or cause to be satisfied all the conditions

precedent which are set forth in Section 8, and AAA will use its best efforts to cause the Exchange and the

transactions contemplated by this Agreement to be consummated in accordance with the terms of this Agreement, and, without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby. In particular, AAA will use its best efforts to cause the Exchange to become effective in accordance with this Agreement by

_________,_________,_________(M/D/Y).

6.4 Securities Laws. AAA shall take such steps as may be necessary to comply with the securities and Blue Sky laws of

all jurisdictions (U.S. or foreign) which are applicable in connection with the Exchange, with the cooperation and assistance of CCC and the CCC Shareholder.

6.5 Nasdaq National Market Listing. AAA shall cause the shares of AAA Common Stock issuable to the CCC

Shareholder in the Exchange to be authorized for listing on the Nasdaq National Market prior to the Closing.

6.6 Employee Benefits. As soon as practicable after the Agreement Date, AAA and CCC shall confer and work in good

faith to agree upon a plan under which CCC employees will be covered either by (a) AAA's employee benefits plans or (b) CCC's employee benefit plans, with such decision to be made no later than six (6) months following the Closing, in a manner that results in minimal disruption to the continuing operations of CCC, and minimal cost to AAA.

6.7 Closing of Exchange. AAA shall not refuse to effect the Exchange if, on or before the Closing Date, all the conditions

precedent to their obligations to effect the Exchange under Section 9 hereof have been satisfied or, in its sole

discretion, been waived by it.

6.8 AAA Undertaking Regarding Section 18(c) of the Entrust Agreement. Immediately after the execution of this

Agreement, AAA shall deliver to Entrust a written undertaking ("Undertaking") by AAA to cause CCC to fulfill

CCC's obligations under the Entrust Agreement. The Undertaking shall enter into force and effect on the Closing Date.

7. CLOSING MATTERS

7.1 The Closing. Subject to termination of this Agreement as provided in Section 10 below, the closing of the transactions

for consummation of the Exchange (the "Closing") will take place at the offices of DDD LLP, _________(address) at 10:00 a.m., Pacific Standard Time on _________,_________,_________(M/D/Y) or on such other date on or before the Termination Date (as defined in Section 10.1.2) as AAA and the CCC Shareholder may mutually agree upon in writing after which the satisfaction or waiver of the conditions to Closing set forth in Sections 8 and 9 hereof have been satisfied and/or waived in accordance with this Agreement (the "Closing Date").

7.2 Exchanges at the Closing.

7.2.1 At the Closing, (a) the CCC Certificates shall be exchanged for the Exchange Shares, evidenced by the

certificates therefore, as provided in Section 2 hereof and (b) the CCC Shareholder shall be paid

US$ _________ cash as provided in Section 2.

7.2.2 At the Closing, the Escrow Shares shall be delivered to the Escrow Agent by AAA or AAA's transfer agent

as provided in Section 2.3 hereof.

7.2.3 The CCC Shareholder understands and agrees that stop transfer instructions will be given to AAA's transfer

agent with respect to certificates evidencing the Exchange Shares to assure compliance with the

provisions of the CCC Affiliates Agreements and Investment Representation Letter and that there will

be placed on the certificates evidencing such Exchange Shares legends as specified in the Investment

Representation Letter.

7.2.4 After the Closing there will be no further registration of transfers on the share register of CCC or its transfer

agent or company secretary of the CCC Stock that was issued and outstanding immediately prior to the

Closing. If, after the Closing, CCC Certificates are presented for any reason, they will be canceled.

8. CONDITIONS TO OBLIGATIONS OF CCC AND THE CCC SHAREHOLDER

The obligations of the CCC Shareholder to consummate the Exchange are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by CCC and the CCC Shareholder in their sole discretion, but only in a writing signed by CCC and the CCC Shareholder):

8.1 Accuracy of Representations and Warranties. The representations and warranties of AAA set forth in Section 4 shall

be true and accurate in every material respect on and as of the Closing with the same force and effect as if they had been made at the Closing, and CCC shall have received a certificate to such effect executed by AAA's

President or Chief Financial Officer.

8.2 Covenants. AAA shall have performed and complied in all material respects with all of its covenants contained in

Section 6 on or before the Closing, and the CCC Shareholder shall have received a certificate to such effect signed by AAA's President or Chief Financial Officer.

8.3 Compliance with Law; No Legal Restraints. There shall not be outstanding or threatened, or enacted or adopted, any

order, decree, temporary, preliminary or permanent injunction, legislative enactment, statute, regulation, action, proceeding or any judgment or ruling by any court, arbitrator, governmental agency, authority or entity, or any

other fact or circumstance (other than any such matter initiated by CCC, its officers or directors or the CCC

Shareholder), that, directly or indirectly, challenges, threatens, prohibits, enjoins, restrains, suspends, delays,

conditions or renders illegal or imposes limitations on (or is likely to result in a challenge, threat to, or a

prohibition, injunction, restraint, suspension, delay or illegality of, or to impose limitations on): (i) the Exchange or any other transaction contemplated by this Agreement; (ii) AAA's payment for, or acquisition or purchase of, some or all of the shares of CCC Stock or any material part of the assets of CCC.

8.4 Government Consents. There shall have been obtained at or prior to the Closing Date such permits and/or

authorizations, and there shall have been taken such other action by any regulatory authority having jurisdiction over the parties and the actions herein proposed to be taken, as may be required to lawfully consummate the

Exchange, including but not limited to requirements under applicable U.S. and foreign securities and corporations laws and the _________(PLACENAME) Exchange Control Approval.

8.5 Opinion of AAA's Counsel. The CCC Shareholder shall have received from counsel to AAA, an opinion substantially

in the form of Exhibit 8.5.

8.6 Documents. AAA shall have executed and delivered to the CCC Shareholder the AAA Ancillary Agreements. AAA

shall have delivered a certificate representing the Exchange Shares (less any Escrow Shares) to the CCC

Shareholder and shall have delivered the Escrow Shares to the Escrow Agent. CCC shall have received all written consents, assignments, waivers, authorizations or other certificates reasonably deemed necessary by CCC's legal counsel for CCC to lawfully consummate the transactions contemplated hereby.

8.7 No Litigation. No litigation or proceeding (other than any litigation or proceeding initiated by CCC, its Board of

Directors, Shareholder or officers or the CCC Shareholder) shall be threatened or pending for the purpose or with the probable effect of enjoining or preventing the consummation of the Exchange or any of the other transactions contemplated by this Agreement, or which could be reasonably expected to have a material adverse effect on the present or future operations or financial condition of AAA.

8.8 Instructions to Transfer Agent; Deliveries. AAA shall have issued irrevocable instructions to its transfer agent to

authorize the issuance of AAA Common Stock in the Exchange consistent with Section 2 hereof. AAA shall have made the other deliveries contemplated by Section 2 hereof.

8.9 Satisfactory Form of Legal Matters. The form, scope and substance of all legal and accounting matters contemplated

hereby and all closing documents and other papers delivered hereunder shall be reasonably acceptable to the CCC Shareholder's counsel.

8.10 Nasdaq National Market Listing. The shares of AAA Common Stock issuable to the CCC Shareholder in the

Exchange shall have been authorized for listing on the Nasdaq National Market.

8.11 Delivery of AAA Undertaking. AAA shall have delivered, to CCC and to Entrust the Undertaking.

9. CONDITIONS TO OBLIGATIONS OF AAA

The obligations of AAA hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by AAA in its sole discretion, but only in a writing signed by AAA):

9.1 Accuracy of Representations and Warranties. The representations and warranties of the CCC Shareholder set forth in

Section 3 and in the Investment Representation Letters shall each be true and accurate in every material respect on

and as of the Closing with the same force and effect as if they had been made at the Closing, except, in each case, where the failure to be true and correct would not reasonably be expected to have a Material Adverse Effect, and AAA shall have received certificates to such effect executed by the CCC Shareholder.

9.2 Covenants. The CCC Shareholder shall have performed and complied in all material respects with all of its respective

covenants contained in Section 5 on or before the Closing except, in each case, where the failure to so perform or comply would not reasonably be expected to have a Material Adverse Effect, and AAA shall have received

certificates to such effect signed by the CCC Shareholder.

9.3 Compliance with Law; No Legal Restraints. There shall not be outstanding, or enacted or adopted, any order, decree,

temporary, preliminary or permanent injunction, legislative enactment, statute, regulation, action, proceeding or any judgment or ruling by any court, arbitrator, governmental agency, authority or entity (other than any such matter initiated by AAA or its officers or directors), that, directly or indirectly, challenges, threatens, prohibits, enjoins, restrains, suspends, delays, conditions, or renders illegal or imposes limitations on (or is likely to result in a challenge, threat to, or a prohibition, injunction, restraint, suspension, delay or illegality of, or to impose

limitations on): (i) the Exchange or any other transaction contemplated by this Agreement; (ii) AAA's payment for, or acquisition or purchase of, some or all of the shares of CCC Stock or any material part of the assets of CCC or any CCC Subsidiary; (iii) the ownership or operation by AAA or CCC of all or any material portion of the

business or assets of CCC, including (but not limited to) CCC's Intellectual Property Rights; or (iv) AAA's ability to exercise full rights of ownership with respect to CCC, the CCC Subsidiaries, and their respective assets and shares, including but not limited to restrictions on AAA's ability to vote all the shares of CCC or (indirectly

through ownership of CCC) any CCC Subsidiary.

9.4 Government Consents. There shall have been obtained at or prior to the Closing Date such permits or authorizations

from, and there shall have been taken such other action, as may be required to lawfully consummate the Exchange by, any governmental or regulatory authority having jurisdiction over any of the parties, or any CCC Subsidiary and/or the actions herein proposed to be taken, including but not limited to requirements under applicable U.S. and foreign securities and corporate laws.

9.5 Opinion of CCC's Counsel. AAA shall have received from counsel to the CCC Shareholder, opinions in substantially

the form of Exhibit 9.5.

9.6 Documents and Consents. CCC and the CCC Shareholder shall have executed and delivered to AAA all the CCC

Ancillary Agreements and all the Shareholder Ancillary Agreements, as applicable. The CCC Shareholder shall have delivered to AAA CCC Certificates representing 100% of the issued and outstanding shares of CCC together with the other deliverables specified in Section 2.1.1 hereof. AAA shall have received duly executed copies of all third party consents, approvals, assignments, waivers, authorizations or other certificates contemplated by this Agreement or reasonably deemed necessary by AAA's legal counsel to provide for the continuation in full force and effect of any and all material contracts, agreements and leases of CCC and the preservation of CCC's IP

Rights and other assets and properties and for AAA to consummate the transactions contemplated hereby, in form and substance reasonably satisfactory to AAA, except for such thereof as the failure to so obtain would not have a Material Adverse Effect, or that AAA and CCC shall have agreed in writing need not be obtained.

9.7 No Litigation. No litigation or proceeding (other than any litigation or proceeding initiated by AAA, its Board of

Directors, its shareholders, or its officers) shall be pending which could be reasonably expected to have a Material Adverse Effect on the present or future operations or financial condition of CCC.

9.8 Non Competition Agreement. AAA shall have received from the CCC Shareholder, a fully executed copy of a Non

Competition Agreement in the form of Exhibit 9.9A.

9.9 Consulting Agreement. AAA shall have received from BBB(sb), a fully executed copy of a Consulting Agreement in

the form of Exhibit 9.10.

9.10 Escrow Agreement. AAA shall have received a fully executed copy of the Escrow Agreement in the form of Exhibit

2.4 executed by the Escrow Agent, the Representative and the CCC Shareholder.

9.11 Appointment of New Directors and Officers. The directors and officers of CCC and each of the CCC Subsidiaries in

office immediately prior to the Closing of the Exchange shall have resigned effective as of the Closing, unless otherwise directed by AAA, and designees of AAA shall have been named as the sole directors and officers of CCC and each of the CCC Subsidiaries prior to Closing, subject to any requirements of applicable local law.

9.12 No Material Adverse Change. There shall not have been any material adverse change in the financial condition,

properties, assets, liabilities, business, results of operations or operations of CCC and the CCC Subsidiaries,

taken as a whole, that would constitute a Material Adverse Effect.

9.13 Surrender of Names. The corporate name "CCC" and the trade names and trademarks "CCC" shall have been

assigned, released and surrendered to CCC by Each of the entities listed on Exhibit 9.16 hereto and each of such entities shall have commenced all necessary proceedings to obtain regulatory approval to change its name to a name that does not include "CCC."

9.14 Delivery of Interim Financials. CCC shall have delivered the Interim Financials to AAA.

9.15 Satisfactory Form of Legal and Accounting Matters. The form, scope and substance of all legal and accounting

matters contemplated hereby and all closing documents and other papers delivered hereunder shall be

reasonably acceptable to AAA's counsel and independent public accountants.

9.16 Real Property Purchase Agreement. CCC and the CCC Shareholder shall have executed the real property sale

agreement identified in Section 5.18 which shall transfer the Real Property as soon as is practicable after the

Closing Date.

10. TERMINATION OF AGREEMENT

10.1 Prior to or at the Closing.

10.1.1 This Agreement may be terminated at any time prior to or at the Closing by the mutual written consent of

AAA and the CCC Shareholder.

10.1.2 This Agreement may be terminated after the Termination Date by AAA if the conditions precedent set forth

in Section 9 shall have not been complied with, waived or performed and such noncompliance or

nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or

eliminated) by CCC and/or the CCC Shareholder on or before Midnight, Pacific Time on

_________,_________,_________(M/D/Y)(the "Termination Date").

10.1.3 This Agreement may be terminated after the Termination Date by the CCC Shareholder if the conditions

precedent set forth in Section 8 shall have not been complied with, waived or performed and such

noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot

be cured or eliminated) by AAA on or before the Termination Date.

10.1.4 AAA may terminate this Agreement at any time prior to or at the Closing if any of the representations and

warranties of the CCC Shareholder in Section 3 of this Agreement were incorrect, untrue or false in

any material respect as of the Agreement Date or are incorrect, untrue or false in any material respect

as of the proposed Closing Date or the CCC Shareholder has breached any of his respective

covenants under Section 5 of this Agreement, but in any case, only to the extent that such

incorrectness, untruth, falsity or breach shall cause the condition contained in Section 9.1 and/or 9.2

hereof to have failed, and the CCC Shareholder has not cured such breach prior to the earlier of (i)

the Closing, (ii) thirty (3 0) days after AAA has given the CCC Shareholder written notice of its

intention to terminate this Agreement pursuant to this subsection or (iii) the Termination Date.

10.1.5 The CCC Shareholder may terminate this Agreement at any time prior to or at the Closing if any of the

representations and warranties of AAA in Section 4 of this Agreement were incorrect, untrue or false

in any material respect as of the Agreement Date or are incorrect, untrue or false in any material

respect as of the proposed Closing Date or AAA has breached any of its covenants under Section 6 of

this Agreement, and AAA has not cured such breach prior to the earlier of (i) the Closing, (ii) thirty

(30) days after the CCC Shareholder has given AAA written notice of his intention to terminate this

Agreement pursuant to this subsection or (iii) the Termination Date. Notwithstanding the foregoing,

the CCC Shareholder may terminate this Agreement at any time prior to or at the Closing if AAA

shall have breached its covenant contained in Section 6.8 hereof.

Any termination of this Agreement under this Section 10 will be effective by the delivery of notice of

the terminating party to the other parties hereto.

10.2 No Liability for Proper Termination. Any termination of this Agreement in accordance with this Section 10 will be

without further obligation or liability upon any party in favor of the other party hereto or to its stockholders,

directors or officers, other than the obligations provided in the Confidentiality Agreement; provided, however, that nothing herein will limit the obligation of the CCC Shareholder and AAA for any willful breach hereof or failure to use their best efforts to cause the Exchange to be consummated, as set forth in Sections 5.9 and 6.3 hereof, respectively. In the event of the termination of this Agreement pursuant to this Section 10, this

Agreement shall thereafter become void and have no effect and each party shall be responsible for its own

expenses incurred in connection herewith.

11. SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING COVENANTS

11.1 Survival of Representations. All representations, warranties and covenants of the CCC Shareholder contained in this

Agreement will remain operative and in full force and effect, regardless of any investigation made by or on

behalf of AAA, until that date ("Escrow Release Date") which is the earlier of (i) the termination of this

Agreement or (ii) twelve (12) months after the Closing Date.

11.2 Agreement to Indemnify. The CCC Shareholder agrees to indemnify and hold harmless AAA and its officers,

directors, agents, Shareholder and employees, and each person, if any, who controls or may control AAA within the meaning of the 1933 Act or the 1934 Act (each hereinafter referred to individually as an "Indemnified

Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable

attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs (hereinafter

collectively referred to as "Damages") incurred and arising out of any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by CCC and/or the CCC

Shareholder in this Agreement or in any certificate delivered by or on behalf of CCC pursuant hereto (if such inaccuracy, misrepresentation, breach or default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this Section 11.2 must be asserted in a writing delivered to the Escrow Agent by no later than the Escrow Release Date.

11.3 Limitation. Notwithstanding anything herein to the contrary, in seeking indemnification for Damages under Section

11.2, the Indemnified Persons shall exercise their remedies only with respect to the Escrow Shares and any other assets deposited in escrow pursuant to the Escrow Agreement. Except for fraudulent conduct and willful

misconduct and except for breaches of the representations and warranties contained in Section 3.2.1 and except as provided in Section 11.5: (i) CCC Shareholder shall not have any liability to an Indemnified Person under this Agreement except to the extent of the Escrow Shares and any other assets deposited under the Escrow

Agreement and (ii) the remedies set forth in this Section 11.3 and the Escrow Agreement shall be the exclusive remedies of AAA and the other Indemnified Persons under this Agreement or in any cause of action based

thereon (subject to the exceptions in the last sentence of this Section 11.3) against the CCC Shareholder for any inaccuracy, misrepresentation, breach of, or default in, any of the representations, warranties or covenants given or made by CCC or the CCC Shareholder in this Agreement or in any certificate, document or instrument

delivered by or on behalf of CCC or the CCC Shareholder pursuant hereto or in any cause of action based

thereon (subject to the exceptions in the last sentence of this Section 11.3). In addition, the indemnification

provided for in Section 11.2 shall not apply unless and until the aggregate Damages for which one or more

Indemnified Persons seeks or has sought indemnification hereunder exceeds a cumulative aggregate of Two Hundred Fifty Tho_________(PLACENAME)d Dollars ($250,000.00) (the "Basket"), in which event the CCC Shareholder shall, subject to the foregoing limitations, be liable to indemnify the Indemnified Persons for all Damages in excess of the Basket. The limitations set forth in this Section 11.3 shall not be applicable to

Misconduct Damages (as defined below). As used herein, "Misconduct Damages" means Damages resulting from fraudulent conduct or willful misconduct or breach of any provisions of the Investment Representation Letter.

11.4 Notice. Promptly after AAA becomes aware of the existence of any potential claim by an Indemnified Person for

indemnity from the CCC Shareholder under Section 11.2, AAA will notify the CCC Shareholder of such

potential claim in accordance with the Escrow Agreement. The CCC Shareholder shall be entitled to participate in and, to the extent the CCC Shareholder elects by written notice to AAA within 30 days after receipt by the CCC Shareholder of notice of such claim, to assume the defense of such claim at its own expense, with counsel chosen by the CCC Shareholder. Notwithstanding that the CCC Shareholder shall have elected by such written notice to assume the defense of any claim, any Indemnified Party shall have the right to participate in the

investigation and defense thereof with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party .Failure of AAA to give such notice shall not affect any rights or remedies of an Indemnified Party hereunder with respect to indemnification for Damages except to the extent the CCC Shareholder is materially prejudiced thereby. Prior to the settlement of any claim for which AAA seeks indemnity from the CCC Shareholder, AAA will provide the CCC Shareholder with the terms of the proposed settlement and a reasonable opportunity to comment on such terms in accordance with the Escrow Agreement. Nothing in this Section is intended to preclude the Representative of the CCC

Shareholder from contesting a claim for indemnification hereunder in accordance with the terms and conditions of the Escrow Agreement.

11.5 Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2,

the CCC Shareholder agrees, to defend and indemnify AAA and each other Indemnified Person from and

against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and

expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs incurred and arising out of any failure of such CCC Shareholder to have good, valid and marketable title to any issued and outstanding shares of CCC Stock held (or asserted to have been held) by such CCC Shareholder, free and clear of all liens, claims and encumbrances, or to have the full right,

capacity and authority to enter into this Agreement and consummate the Exchange and any other transactions contemplated by this Agreement, or any failure of CCC to have good, valid and marketable title to all of the issued and outstanding shares of each of the CCC Subsidiaries and any failure of the CCC Shareholder to own, of record and beneficially, 100% of the issued and outstanding shares of CCC. A CCC shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such CCC

shareholder under Section 11.2 and shall not be subject to the limitations on the CCC Shareholder's liability set forth in Section 11.3 and shall not be limited to such CCC Shareholder's Escrow Shares.

12. MISCELLANEOUS

12.1 Governing Law/Jurisdiction. This Agreement, the AAA Ancillary Agreements (collectively the "Transaction

Agreements"), the CCC Ancillary Agreements and the Shareholder Ancillary Agreements shall be governed and construed in accordance with the laws of the State of California without regard to conflicts of laws principles thereof and all questions concerning the validity and construction hereof shall be determined in accordance with the laws of the State of California Except as otherwise set forth herein, any reference to "laws" in this

Agreement shall mean the national and provincial laws of _________(PLACENAME).

12.2 Assignment; Binding Upon Successors and Assigns. No party hereto may assign any of its rights or obligations

hereunder without the prior written consent of the other parties hereto, except that AAA may assign its

respective rights to any wholly owned subsidiary of AAA, provided that, in the event of such assignment, AAA shall remain primarily liable for the performance of its obligations hereunder. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.3 Severability. If any provision of this Agreement, or the application thereof, will for any reason and to any extent be

invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

12.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original as

regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all parties reflected hereon as signatories.

12.5 Other Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party

will be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law on such party, and the exercise of any one remedy will not preclude the exercise of any other.

12.6 Amendment and Waivers. Any term or provision of this Agreement may be amended prior to the Closing by the

written consent of AAA, the CCC Shareholder, and, after the Closing by AAA and the CCC Shareholder (or their successors in interest). The observance of any term, condition or provision of this Agreement may be

waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing

signed by the party to be bound thereby or for whose benefit such condition was provided. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. In addition, at any time prior to the Closing, the CCC

Shareholder and AAA (by action taken by its Board of Directors) may, to the extent legally allowed: (i) extend the time for the performance of any of the obligations or other acts of the other; (ii) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions for its benefit contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such party thereafter to enforce such provisions or any other provisions.

12.7 Expenses. Each party will bear its respective expenses and legal fees incurred with respect to this Agreement, and

the transactions contemplated hereby.

12.8 Attorneys' Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party will

be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal). The prevailing party will be entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment.

12.9 Notices. All notices and other communications required or permitted under this Agreement will be in writing and

will be either hand delivered in person, sent by telecopier or sent by internationally recognized express courier service. Such notices and other communications will be effective upon receipt if hand delivered or sent by

telecopier, and three (3) days after dispatch if sent by express courier, to the following addresses, or to such other addresses or fax number as any party may notify the other parties in accordance with this Section:

(i) If to AAA:

AAA Inc.

_________(address)

Attention: _________

with a copy to:

DDD LLP

_________(address)

Attention: _________

Fax Number: _________

(ii) If to CCC Shareholder:

BBB(sb)

_________(address)

Fax Number: _________

with a copy to:

_________(sb)

_________(address)

Attention: _________

Fax: _________

and a copy to:

EEE LLP

_________(address)

Attention: _________

Fax Number: _________

12.10 Construction of Agreement. This Agreement has been negotiated by the respective parties hereto and their

attorneys and the language hereof will not be construed for or against either party. A reference to a Section or an exhibit will mean a Section in, or exhibit to, this Agreement unless otherwise explicitly set forth. The titles and headings herein are for reference purposes only and will not in any manner limit the construction of this Agreement which will be considered as a whole.

12.11 No Joint Venture. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or

partnership between any of the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party. No party will have the power to control the activities and operations of any other party and their status is, and at all times will continue to be, that of independent

contractors with respect to each other. No party will have any power or authority to bind or commit any other. No party will hold itself out as having any authority or relationship in contravention of this Section.

12.12 Further Assurances. Each party agrees to cooperate fully with the other parties and to execute such further

instruments, documents and agreements and to give such further written assurances as may be reasonably

requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.

12.13 Absence of Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted,

to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, shareholder, partner, employee, agent, consultant or any party hereto or any other person or entity

unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be

personal solely between the parties to this Agreement.

12.14 Public Announcement. Upon execution of this Agreement, AAA and CCC will issue a press release approved by

AAA and the CCC Shareholder announcing the Exchange. Thereafter, AAA may issue such press releases,

and make such other disclosures regarding the Exchange, as it determines are required under applicable

securities laws or regulatory rules, but shall first consult with the CCC Shareholder and provide the CCC

Shareholder with an opportunity to comment on any such press release. Prior to the publication of the press release issued upon execution of this Agreement (unless this Agreement has been terminated), no party hereto shall make any public announcement relating to this Agreement or the transactions contemplated hereby and the CCC Shareholder shall use his best efforts to prevent any trading in AAA Common Stock by officers,

directors, Shareholder, employees, agents and consultants of CCC and/or of any CCC Subsidiaries.

Notwithstanding these limitations, in connection with the Closing, CCC's financial advisor shall be permitted to publish tombstone advertisements related to the transactions contemplated hereby.

12.15 Confidentiality. The CCC Shareholder shall cause CCC to confirm and AAA shall confirm that they have entered

into the Confidentiality Agreement and that they are each bound by, and will abide by, the provisions of such Confidentiality Agreement [(except that AAA will cease to be bound by the Confidentiality Agreement after the Exchange becomes effective)]. If this Agreement is terminated, all copies of documents containing

confidential information of a disclosing party shall be returned by the receiving party to the disclosing party or be destroyed, as provided in the Confidentiality Agreement.

12.16 Entire Agreement. This Agreement and the exhibits hereto CCC constitute the entire understanding and agreement

of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous

agreements or understandings, inducements or conditions, express or implied, written or oral, between the

parties with respect hereto other than the Confidentiality Agreement. The express terms hereof control and

supersede any course of performance or _________(PLACENAME)ge of the trade inconsistent with any of

the terms hereof.

12.17 U.S. Dollars; _________(PLACENAME) Rand. United States dollars are referred to herein by the international

symbol "$." _________(PLACENAME) Rand are referred to herein by their international symbol "ZAR."

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AAA, INC. CCC SHAREHOLDER

By: _________ By: _________

Name: _________ Name: _________

Title: _________

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