CO-SALE AGREEMENT
   This Co-Sale Agreement (this 'Agreement') is made and entered into as of
_________,_________,_________(M/D/Y) by and between AAA USA, Inc., a
_________(PLACENAME) corporation (the 'Company'), (ii) BBB, Inc. ('BBB') and (iii)
CCC(sb) ('CCC(sb)').
   A. Concurrently herewith, BBB and the Company are entering into that certain
Agreement, dated as of the date hereof (the 'Principal Agreement;' capitalized terms used
herein and not otherwise defined shall have the meanings define ...