合同公证书

（年）_____证字第_____号

兹证明甲方的代表人_____与乙方的代表人_____于_____年___月___日签定_____合同。

中华人民共和国_____公证处

公证员：_____

_____年___月___日

Contract Certificate

(year) _____ Zi. No. _____

This is to certify that _____, acting on behalf of the Party A, in _____, and _____,acting on behalf of the Party B, signed, on ___/___/_____, the contract “_____” attached here.

Notary:_____

_____Notary Public Office

The People’s Republic of China

___/___ /_____

ABC公司，注册地在中国上海**（以下称寄售人），与XYZ公司，注册地在**（以下称代售人），按下列条款签订本协议：

This Agreement is entered into between ABC Co. (hereinafter referred to as the Consignor), having its registered office at _______, Shanghai, China and XYZ CO. (hereinafter referred to as the Consignee), having its registered office at_______, on the following terms and conditions:

1. 寄售人将不断地把**（货物）运交给代售人代售。货物价格为市场CIF市价，约隔90天运交一次。

The Consignor shall from time to time ship ______________ (commodity) to the consignee on Consignment basis at the prevailing international market prices on CIF terms. The interval between each shipment shall be approximately ninety days.

2. 代售人在征得寄售人对价格、条款等到同意之后，必须尽力以最好价格出售寄售商品。

The Consignee must try to sell the consignments at the best possible prices after obtaining the approval of the Consignor as to price, terms, etc.

3. 开始阶段，每次船运货物的价格不得超过**美元，代售人未偿付的货款不能超过**美元。

Each shipment by ship at the initial stage will not exceed U.S.D.________ and the outstanding liabilities on the Consignee shall be in the vicinity of not more than U.S.D. _______ only.

4. 寄售人对赊销造成的坏账不负任何责任，代售人在任何时候均负有支付寄售人货款的义务。

The Consignor shall at no time be responsible for any bad debts arising out of credit sales to any _______ buyers. Making payments to the Consignor shall at all times be the sole responsibility of the Consignee.

5. 代售人将接受寄售人开立的以代售人为付款人的90天远期汇票，年利*%

The Consignee shall accept the Bills of Exchange drawn by the Consignor on him at 90 days’sight with interest payable at ________ % per annum.

6. 代售人以签字信托收据从寄售人银行换取包括提单在内的装运单据。

The Consignee shall collect the shipping documents including B/L from the Consignor’s bank against Trust Receipt duly signed by the Consignee.

7. 寄售人负担货物售出之前的保险费和仓储费。

The Consignor shall absorb insurance premium and warehousing charges up to the date of delivery to customers.

8. 寄售人必须遵守**政府的规章。

The consignor shall observe the regulations of the government of _________.

9. 本协议英文正本两份，双方各持一份。

This Agreement is written in English, in two originals； each Party retains one copy.

双方确认上述内容，并于19**年5月*日签字立约，以资证明。

As a token of acceptance, both parties have set their respective hands on this ______ day of May ,19______ with understanding and knowledge of the contents stated hereinabove.

ABC公司：____________ XYZ公司：___________

（签字） （签字）

ABC Co: _____________ XYZ Co: ____________

(signature) (signature)

SETTLEMENT AGREEMENT

This Settlement Agreement, effective as of the _________(M,D,Y), is by and between AAA (“AAA”), duly organized and existing under the laws of the State of _________(PLACENAME), and BBB, Inc. (“BBB”) a corporation duly organized and existing under the laws of the State of _________(PLACENAME) and having their principal places of business at _________. As used in this Settlement Agreement, the term “party” means BBB or AAA, as the context indicates, and the term “party” means BBB and AAA.

WHEREAS, there is an action currently pending in the Superior Court of the State of _________(PLACENAME), Judicial District of Fairfield at Bridgeport, entitled AAA v. BBB, Inc., Docket No. CV _________ (the “Action”)

WHEREAS, in the Action, AAA, as plaintiff, has asserted claims against BBB as defendant, that AAA is entitled to payment from BBB under or in connection with two lease agreements as amended between AAA and BBB relating to property located at _________ (the “Leases”), and a judgment obtained by AAA against BBB entered on or about _________(M,D,Y) by the District Court of _________(PLACENAME) for Anne Arundel County in the case entitled AAA vs. BBB, Inc. Case No._________ (” Judgment”);

WHEREAS, in the Action, BBB has denied AAA’s allegations that it is entitled to payment under the Leases and the Judgment and asserted several affirmative defenses; and

WHEREAS, the parties, after due consideration, have determined to resolve and settle any and all claims, controversies, disputes and causes of action, whether asserted or unasserted, known or unknown, or whether in law, equity or otherwise, relating to, arising out of, or in any way concerning the Action and/or the Leases and/or the Judgment, without any admission of liability or wrongdoing on the part of or on behalf of either party, pursuant to the terms and conditions enumerated hereafter.

1. Consideration.

A. This Settlement Agreement must be approved by the Superior Court of the State of _________(PLACENAME), Judicial District of Fairfield at Bridgeport (the “Court”) after a hearing which shall be scheduled as soon as is practicable (the “Hearing”). If the Court fails or refuses to approve this Settlement Agreement, it shall be of no force or effect on either party hereto.

B. Immediately upon the occurrence of the last of (a) Court approval of this Settlement Agreement and (b) AAA’s receipt of the shares of stock described in paragraph 1 (C) below, BBB and AAA will (1) take all steps necessary to withdraw the Action with prejudice and will direct their respective attorneys to execute and file a withdrawal with prejudice in the form attached as Exhibit A and (2) will direct the attorneys to execute and file a Satisfaction of Judgment in the form attached hereto as Exhibit B. Each party will bear its own costs and expenses, including attorney fees.

C. Within ten (10) days of the occurrence of the last of (a) execution and delivery of this Settlement Agreement by both parties and (b) Court approval of this Settlement Agreement, BBB shall issue to AAA that number of shares of BBB common stock, par value $,_________ per share (the “Shares”), having the aggregate value of $,_________ based upon a price per share which shall be the average of the closing prices of the shares on the NASD Over -the- Counter Electronic Bulletin Board for each of the ten (10) trading days immediately preceding the date of this Agreement.

D. In no event shall AAA sell or transfer, on any trading day, a number of Shares that exceeds ten percent (10%) of the ten-day average trading volume for the class of common stock of which the Shares are a part, calculated as reported on the NASD Over -The-Counter Electronic Bulletin Board for the ten trading days ending with the trading day immediately preceding the day of AAA’s sale or transfer.

E. It is the intent of the parties that, upon delivery of the Shares to AAA, resale of the Shares in the United States by AAA shall be exempt from registration under the Securities Act of 1933, as amended (as so amended, the “Securities Act”), by virtue of Section 3(a)(10) of the Securities Act. In connection therewith, the parties intend that the Court approval referred to in paragraph 1 of this Settlement Agreement be after a hearing upon the fairness of the terms and conditions of this Settlement Agreement.

F. AAA hereby represents to BBB that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. AAA has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares. AAA recognizes that BBB has a limited financial and operating history and that an investment in any of the Shares involves a high degree of risk. AAA acknowledges receipt from BBB of information satisfactory to AAA regarding BBB and the Shares. AAA has had an opportunity to review the books and records of BBB and an opportunity to ask questions of and receive answers from officers of BBB concerning the Shares and the terms and conditions of this transaction, and all such questions have been answered to AAA ‘s satisfaction. Nothing in this Agreement shall affect in any way the obligation of a holder of Shares to comply with all applicable Federal and State securities laws upon any resale of Shares.

G. AAA and BBB agree that, notwithstanding any provision of this Agreement to the contrary, at the option of AAA, its rights, obligations and interests existing prior to the date of this Agreement shall be reinstated to the extent that a court of competent jurisdiction shall determine that (1) the transfer of the Shares to AAA was a voidable preferential transfer or a fraudulent transfer or a fraudulent conveyance under state or federal law or (2) for any other reason, such transfer is rescinded, deemed to be rescinded or an amount is determined to be payable by AAA by virtue thereof to BBB or its representatives, successors, bankruptcy estate or federal or state receiver.

2. No Admission of Liability. Nothing in this Settlement Agreement shall be construed as an acknowledgment, admission, concession, or stipulation of liability or wrongdoing by either party.

3. Leases. The Leases and all obligations arising thereunder are hereby terminated

4. Releases.

A. Release by AAA. In consideration of receipt of the Shares and of the Companies entering into this Agreement, AAA agrees to, and hereby does irrevocably, unconditionally and generally release and forever discharge BBB and its affiliates, parents, subsidiaries, predecessors, divisions, directors, officers, shareholders, employees, agents, attorneys, and successors and assigns from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, counterclaims and demands whatsoever, in law, admiralty or equity, known or unknown, against BBB, which AAA ever had, or which AAA now has as of the date of this Agreement including, but not limited to, any and all claims arising out of the Leases and/or the Judgment and/or which were asserted or could have been asserted in the Action.

B. Release by BBB. In consideration of AAA entering into this Agreement, BBB agrees to, and hereby does irrevocably, unconditionally and generally release and forever discharge AAA and its affiliates, parents, subsidiaries, predecessors, divisions, directors, officers, shareholders, employees, agents, attorneys, and successors and assigns from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, counterclaims and demands whatsoever, in law, admiralty or equity, known or unknown, against AAA, which BBB ever had, or which BBB now has as of the date of this Agreement including, but not limited to, any and all claims arising out of the Leases and/or Judgment and/or which were asserted or could have been asserted in the Action.

C. The parties declare that they fully understand the terms and scope of the above releases and that they have had the opportunity to be, or have been, advised by counsel in connection with the above releases and the settlement of any and all potential disputes between them.

5. Modification & Amendments. This Settlement Agreement may not be modified, altered, or amended except by written agreement of the parties.

6. Waiver. Any waiver of any provision of this Settlement Agreement must be in writing. Any waiver or failure to enforce any provision of this Settlement Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

7. Binding Effect. This Settlement Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

8. Assignment of Claims. AAA represents and warrants that it has not assigned any claim that it had or may have against BBB, its affiliates, parents, subsidiaries, predecessors, divisions, directors, officers, shareholders, employees, agents, attorneys, and successors and assigns, including but not limited to the Judgment and/or those claims set forth in the Action.

9. Choice of Law. This Settlement Agreement is made in the state of _________(PLACENAME) and will be construed and governed in accordance with _________(PLACENAME) law as applied to contracts made and performed entirely within _________(PLACENAME).

10. Severability. The provisions of this Settlement Agreement shall be deemed severable. Therefore, if any part or provision of this Settlement Agreement is rendered void, invalid, or unenforceable, in any jurisdiction, then such part or provision shall be severed from the remainder of this Settlement Agreement only as to such jurisdiction. Such severance shall not affect the validity or enforceability of the remainder of this Settlement Agreement unless the severance substantially impairs the value of the whole agreement to any party.

11. Entire Agreement. BBB and AAA declare (a) that they have carefully read this Settlement Agreement, (b) that they know and understand its contents, (c) that its execution is a voluntary and authorized act, and (d) that they have not been influenced to execute it by any representation of the other party not contained in this Settlement Agreement. This Settlement Agreement has resulted from negotiations between parties who are represented by counsel, who have substantially equal bargaining power, and who are under no compulsion to execute or deliver a disadvantageous agreement. No ambiguity or omission in this Settlement Agreement shall be construed or resolved against a party on the ground that this Settlement Agreement or any of its provisions was drafted or proposed by that party.

12. Counterparts.

A. This Settlement Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

B. This Settlement Agreement shall be binding upon the exchange of facsimile copies of signature pages from separately signed originals, and then subsequently formalized by the prompt exchange of the signed originals.

IN WITNESS WHEREOF, the parties hereto have caused this Settlement Agreement to be duly executed by their duly authorized representatives as of the effective date set forth above.

AAA,
a _________(PLACENAME) limited partnership

By: CCC, L.P.
a _________(PLACENAME) limited partnership, its Sole Member

By: DDD COMPANY,
a _________(PLACENAME) Corporation, its Authorized Agent

By: /s/ _________
Name: _________
Title: _________

BBB, INC.

By: /s/ _________
Name: _________
Title: _________

This Funding Agreement (the “Agreement”) is made and entered into as of _________(M,D,Y), by and between AAA, Inc. (“AAA Company”) and BBB Incorporated (the “Company”).

RECITALS

A. The parties hereto have executed an Asset Purchase Agreement of even date herewith, by and among AAA Company, CCC Corporation (“CCC”) and the Company (the “Purchase Agreement”), whereby CCC has agreed to purchase certain assets of the Company (the “Transaction”).

B. AAA Company has requested that the Company continue its development and related activities until the closing of the Transaction, and the Company desires to comply with AAA Company’s request.

NOW THEREFORE, the parties agree as follows:

1. Obligations of the Company. Beginning on the date of this Agreement and continuing until the End Date (defined below) unless earlier terminated as specified below, the Company agrees to continue to employ the Designated Employees (as defined in the Purchase Agreement) at the same salary and benefit levels as the date hereof through the termination of this agreement, and to assign such employees to work on the continued development and enhancement of the DDD and EEE operating systems or other software, products, documentation, specifications or development tools and environments of the Company (including all versions or portions of any of the foregoing under development) as reasonably requested by AAA Company (the “Agreed Obligations”); provided, however, that neither (a) the Company’s right to terminate any Designated Employee if in the Company’s sole judgment such termination is in the best interests of the Company nor (b) the right of any Designated Employee to resign from the Company shall be limited by this Agreement. The parties agree that there are no third party beneficiaries to this Agreement and no rights, benefits, privileges or entitlements are accorded to any third party under this Agreement, including without limitation, the Designated Employees.

2. Consideration. As consideration for the Agreed Obligations, AAA Company agrees to pay the Company an amount equal to $,_________ multiplied by the number of Designated Employees employed by the Company at the start of the applicable weekly period (the “Weekly Sum”) at the end of such oneweek period, with the first Weekly Sum being due on _________(M,D,Y) and weekly thereafter with respect to each subsequent weekly period unless this Agreement is earlier terminated as specified below. Such Weekly Sum shall be due and payable no later than 1:p.m. local time at the end of the applicable oneweek period, to be paid by wire transfer to the account specified by the Company. In the event of termination of this Agreement during a oneweek period, AAA Company shall be required to pay the entire Weekly Sum for such oneweek period. The parties agree that time is of the essence with respect to the payment of each Weekly Sum.

(a) Term; Termination. This Agreement shall continue in full force and effect until the earliest to occur of (i) of the Closing Date (as defined in the Purchase Agreement), (ii) the date of termination of the Purchase Agreement in accordance with Article 10 of the Purchase Agreement, and (iii) termination of this Agreement by mutual written consent of AAA Company and the Company (the “End Date”).

3. Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of California.

4. Interpretation. In the event that any provisions or any capitalized term used herein shall conflict with the terms or conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern.

5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

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

AAA, Inc.
By:/s/ _________
Name: _________
Title: _________

BBB Incorporated
By:/s/ _________
Name:_________
Title:_________

CONTRACT

The engaging party:        The Institute of                    , Chinese Academy of Sciences
The engaged party:   Dr.

1.The Institute of ______________, Chinese Academy of Sciences, (Hereinafter referred to as Party A) wishes to engage the service of Dr. ____________ (Hereinafter referred as Party B) as a Visiting Scholar for one year. The two parties, in a spirit of friendly cooperation, agree to sign this contract and pledge to fulfill conscientiously all the obligations stipulated in it.
2.The period of service will be from _____________ to ______________.
3.The temporary title of the engaged party is Visiting Scholar . Part B is required to be disciplined to the related regulation of Part A during the contract period.
4.The duties of Party B are ___________________________________________ _________________________________________________________________________________________________________________. ( more details refer to the attached pages)
5.Part B chooses Mr./Ms. _______________ as his/her co-researcher, and is required carry out the co-research actively.
6.Party B’s monthly stipend will be ￥_______ yuan RMB. There will be additional￥_______ yuan RMB per month for accommodation and￥_______ yuan RMB per month for the medical and social insurances. ( more details refer to the attached pages)
7.Party A’s Obligations
a)Party A shall introduce to Party B the laws, decrees and relevant regulations enacted by the Chinese government, the Party A’ work system and regulations concerning administration of foreign experts.
b)Party A shall conduct direction, supervision and evaluation of Party B’s work.
c)Party A shall provide Party B with necessary working and living conditions.
d)Party A shall pay Party B’s salary regularly by the month.
8.Party B’s Obligations:
a)Party B shall observe the laws, decrees and relevant regulations enacted by the Chinese government and shall not interfere in China’s internal affairs.
b)Party B shall observe Party A’s work system and regulations concerning administration of foreign experts and shall accept Party A’s arrangement, direction, supervision and evaluation in regard to his/her work. Without Party A’s written consent, Party B shall not render service elsewhere or hold concurrently any post unrelated to the work agreed on with Party A.
c)Party B shall complete the tasks agreed on schedule and guarantee the quality of work.
d)Party B shall respect China’s religious policy, and shall not conduct religious activities incompatible with the status of an expert.
e)Party B shall observe China’s security stipulations about the relevant technology and research, and shall not conduct any activities incompatible with the status of an expert.
f)Party B shall respect the Chinese people’s moral standards and customs.
9.The right of production, including the copyright of paper, patents etc. based upon the contract work belongs to Party A. Party B is entitled to the reward policy or publication in place at Party A. Publication in refereed journals is highly encouraged. Part B should acknowledge the Fellowship as follows: “supported by the CAS Research Fellowship for International Young Researchers “( more details refer to the attached agreement on the right of production)
10.Party B will enjoy the official holidays in China during the contract period. In addition, Part B will be entitled to holidays not exceeding 5 days, based on his/her domestic country’s custom.
11.Written application is prerequisite for absence from duty, for sick absence the application shall be presented with proof from hospital. Payment during sickness absence within 10 days is issued at normal rate. If the Party B is unable to continue the employment due to health problem, the contract can be terminated on basis of negotiation on merits of each case.
12.Revision, Cancellation and Termination of the Contract:
a)Both parties should abide by the contract and should refrain from revising, canceling, or terminating the contract without mutual consent.
b)The contract can be revised, canceled, or terminated with mutual consent. Before both parties have reached an agreement, the contract should be strictly observed.
c)Party A has the right to cancel the contract with a written notice to Party B under the following conditions:
i.Party B does not fulfill the contract or does not fulfill the contract obligations according to the terms stipulated, and has failed to amend after Party A has pointed it out.
ii.According to the doctor’s diagnosis, Party B cannot resume normal work after a continued 30-day sick leave.
d)Party B has the right to cancel the contract with a written notice to Party A under the following conditions:
i.Party A has not provided Party B with necessary working and living conditions as stipulated in the contract.
ii.Party A has not paid Party B as scheduled.
13.Breach Penalty: When either of the two parties fails to fulfill the contract or fails to fulfill the contract obligations according to the terms stipulated, that is, breaks the contract, it must pay a breach penalty of US$_________________ (or the equivalent in RMB￥____________).If Party B asks to cancel the contract due to events beyond control, it should produce certifications by the department concerned, obtain Party A’s consent, and pay its own return expenses; If Party B cancels the contract without valid reason, it should pay its own return expenses and pay breach penalty to Party A. If Party A asks to cancel the contract due to events beyond control, with the consent of Party B, it should pay Party B’s return expenses; if Party A cancels the contract without valid reason, it should pay Party B’s return expenses and pay a breach penalty to Party B.
14.The appendixes of this contract _________________________________________________ _____________________________________________________________________________________________________are inseparable parts of the contract and have equal effect.
15.This contract takes effect on the date signed by both parties and will automatically expire when the contract ends. Party A shall pay half-month salary to Party B as an allowance. If either of the two parties asks for a new contract, it should forward its request to another party 90 days prior to the expiration of the contract, and sign the new contract with mutual consent. Party B shall bear all expenses incurred when staying on after the contract expires.
16.The two parties shall consult with each other and mediate any disputes which may arise about the contract. If all attempts fail, the two parties can appeal for legal procedure.
17.This Contract is signed at_____________, ___(day) of __(month), 200_(year) in the Chinese and English languages in duplicate, both texts being equally authentic.
18.CAS has the sole right to interpret the Contract.

Party A：Prof.                The Engaged Party：Dr.
Institute of,
Chinese Academy of Sciences   I’ve read the contract and agree with all terms.
(Address of the Party B)

Signed：Signed：

Date：Date：

Employer:

Legal Representative:

Address:

Employee:

Name:

Gender:male

Address:

Nationality:P.R.China                                  ID Card No.:

This Contract is signed on a mutuality voluntary basis by and between the following Employer and Employee in accordance with the Labour Law of People’s Republic of China.”

1.Term of the Contract:

The term of this contract is for one year and shall commence on_____,_____, and shall continue until _____,_____,unless earlier terminated pursuant to this Contract. The Employee shall undergo a probationary period of three months.

2.Job Description:

The Employer agrees to employ Mr./Ms.________(name)as ________(job title) in ________Department, located in________(office location and city).

3. Remuneration of Labour

a.The salary of the Employee shall bemonthly paid by the Employer in accordance with applicable laws and regulations of P.R.C. It shall be paid by legal tender and not less than the standard minimum salary in Tianjin.

b. The salary of the Employee is RMB$______ per month in the probationary period and RMB$ _____ after the probationary period.

c. If the delay or default of salary takes place,the Employer shall pay the economic compensation except the salary itself in accordance with the relevant laws and regulations.

4.Working Hours & Rest & Vocation

a.The normal working hours of the Employee shall be eight hours each day, excluding meals and rest for an average of five days per week, for an average of forty hours per week.

b.The Employee is entitled to all legal holidays and other paid leaves of absence in accordance with the laws and regulations of the PRC and the company ‘s work rules.

c. The Employer may extend working hours due to the requirements of its production or business after consultation with the trade union and the Employee ,but the extended working hour for a day shall generally not exceed one hour; If such extension is called for due to special reasons, the
extended hours shall not exceed three hours a day.However, the total extension in a month shall not exceed thirty-six hours.

5.Social Security & Welfare

a.The Employer will pay for all mandatory social security programs such pension insurance, unemployment insurance, medical insurance of the Employee according to the relevant government and city regulations.

b.During the period of the Contract, the Employee’s welfare shall be implemented accordance with the lawsand relevant regulations of P.R.C.

6.Working Protection & Working Conditions

a.The Employer should provide the Employee with occupational safety and health conditions conforming to the provisions of the State and necessary articles of labor protection to guarantee the safety and health during the working process.

b.The Employer should provide the Employee with safety education and technique training; The Employee to be engaged in specialized operations should receive specialized training and acquire qualifications for such special operations.

c. The Employee should strictly abide by the rules of safe operation in the process of their work.

7.Labour Discipline

a.The Employer may draft bylaws and labour disciplines of the Company, According to which, the
Employer shall have the right to give rewards or take disciplinary actions to the Employee;
b.The Employee shall comply with the management directions of the Employer and obey the bylaws and labour disciplines of the Employer.

c.The Employee shall undertake the obligation to keep and not to disclose the trade secret for the
Employer during the period of this Contract; This obligation of confidentiality shall survive the
termination of this Contract for a period of two (2)years.

8.Termination, Modification, Renew and Discharge of the Contract

a. The relevant clauses of the Contract may be modified by the parties:

i.The specific clause is required to be modified by the parties through

consultation;

ii.Due to the force majeure, the Contract can not be executed;

iii.The relevant laws and regulations have been modified or abolished by the time of signing the
Contract.

b.The Contract may be automatically terminated:

i) This Contract is not renewed at the expiration of this Contract;

ii) The Employer is legally announced to be bankruptcy, dismissed, or canceled;

iii)The death of the Employee occurs;

iv) The force majeure takes place;

v)The conditions of termination agreed in the Contract by the parties arise.

c.The Contract may be renewed at the expiration through consultation by the parties with the fulfillment of the procedure within 15 days to the expiration;

d. The Contract may be discharged through consultation by the parties;

e.The Contract may be discharged by the Employer with immediate effect and the Employee will not be compensated:

i.The Employee does not meet the job requirements during the probationaryperiod;

ii.The Employee seriously violates disciplines or bylaws of the Employer;

iii.The Employee seriously neglects his duty, engages in malpractice for selfish ends and brings
significant loss to the Employer;

iv.The Employee is being punished by physical labour for its misfeasance

v.The Employee is being charged with criminal offences:

f.The Contract may be terminated by the Employer by giving notice in written form 30(thirty) days in advance:

i.The Employee fails ill or is injured to (other than due to work) and after completion of medical
treatment, is not able to perform his previous function or any other function the Employer assigns to him;

ii.The Employee does not show satisfactory performance and after training and adjusting measures is still not able to perform satisfactorily;

iii.The circumstances have materially changed from the date this Contract was signed to the extent that it is impossible to execute the Contract provided, however,that the parties cannot reach an agreement to amend the contract to reflect the changed circumstances.

iv.The Employer is being consolidated in the legal consolidation period on the brink of bankruptcy or the situation of business is seriously in trouble, under such condition, it is required to reduce the
emplouee.(in legal procedure)

g.The Employee shall not be dismissed :

i. The Contract has neither expired nor conformed to 8.d,8.e,8.f,8.g;

ii.The Employee is ill with occupational disease or injured due to work and has been authenticated fully or partly disabled by the Labour Authentication Commission in Baodi County, Tianjin.

iii. The Employee is ill or injured (other than due to work) and is within the period of medical leave provided for by applicable PRC law and regulations and Company policy;

iv.The Employee is woman who is pregnant, on maternity leave, or nursing a baby under one year of age; or

iii.The applicable PRC laws and regulations otherwise prohibit the termination of this Contract.

h.The Contract may be dicharged by the Employee by giving notice in written form 30(thirty) days in advance. However, the Employee may inform the Employer to discharge the Contract at random under the following occasions:

i.The Employee is still in the probationary period;

ii.The Employer force the Employee to work by violence, duress or illegal restriction to physical
freedom;

iii. The Employer does not pay the remuneration of the Employee accordance with the relevant clause in the Contract;

iv.The Employer violates the relevant regulations of State or Tianjin for its terrible safe and health
condition, which is harmful to the Employee’s health.

I.The Contract can not be terminated by the Employee before the expiration if not conforming to 8.d, 8.h,

j. The Employer shall pay the economic compensation to the Employer if the Contract is terminated conforming to 8.d,8.f,8.h.i-8.h.iv. Additional fee for medical allowance should be paid to the Employee if the Contract is terminated conforming to 8.f.i.

9.Breach Liabilities

a. Due to either party’s fault, if breaching the Contract, that party shall undertake the breach
liability according to the extent to the performance of the Contract; if the parties both breach the Contract,they shall undertake its separate liability according to the concrete situation.

b. Due to either party’s fault, if breaching the Contract to damage the other party. The damage should be compensated by the faulty party accordance with the relevant laws and regulations of PRC.

c.Due to the force majeure, causing the non-performance or the damages to either party, the other party may not undertake the breach liability;

c.The Employee wants to resign and has received training provided by the Employer, the Employee shall compensate for the training cost. The method of compensation should be fixed according to the relevant company regulations as follows:

The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;

The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;

The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;

10.Labor Disputes

Where a labor dispute between the parties takes place during the performance of this Contract, the
parties concerned may seek for a settlement through consultation; or either party may apply to the labor dispute mediation committee of their unit for mediation; if the mediation fails and one of the parties requests for arbitration, that party may apply to the labor dispute arbitration committee for arbitration. Either party may also directly apply to the labor dispute arbitration committee for arbitration within 60 days starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people’s court within 15 days of the date of receiving the ruling of arbitration

11.The verification of this Contract shall be made in Baodi Labour Bureau, Tianjin within 30 days after being signed by the parties.

Employer: (official stamp)                             Employee:

Representative :

Address:                                          Address:

CONTRACT FOR SALE OF ASSETS

Possible Seller: _____________________________

Possible Buyer: _____________________________

Business: _____________________________

Date: ______________, 20_____

This is a non-binding letter of intent that contains provisions that are being discussed for a possible sale of the Business named above from the possible Seller named above to the possible Buyer named above. This is not a contract. This is not a legally binding agreement. This is merely an outline of possible contract terms for discussion purposes only. This is being signed in order to enable the Possible Buyer to apply for financing of the purchase price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees, attorneys and accountants and the possible lenders of the Possible Buyer. The terms of the transaction being discussed are attached hereto, but the terms (and the possible sale itself) are not binding unless and until they are set forth in a written contract signed by Possible Seller and Possible Buyer. The word “shall” is used in the attached terms only as an example of how a contract might read, and it does not mean that the attached terms are or ever will be legally binding.

____________________________ ________________________

____________________________

Witnesses

____________________________ ________________________

____________________________

Witnesses

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of _________(M/D/Y), by and between AAA (“Bank”) and BBB, INC. (“Grantor”).

RECITALS

A. Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor dated as even date herewith (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement). Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under the Loan Agreement.

B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Loan Agreement, Grantor hereby represents, warrants, covenants and agrees as follows:

AGREEMENT

To secure its obligations under the Loan Agreement, Grantor grants and pledges to Bank a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property Collateral (including without limitation those Copyrights, Patents and Trademarks listed on Schedules A, B, and C hereto), and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof.

This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement. The rights and remedies of Bank with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan Documents, and those which are now or hereafter available to Bank as a matter of law or equity. Each right, power and remedy of Bank provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Bank of any one or more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Bank, of any or all other rights, powers or remedies.

This Intellectual Property Security Agreement shall terminate upon Borrower’s satisfaction of the conditions set forth in Section 4.1 of the Loan Agreement.

IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.

Grantor:

Address of Grantor: BBB, INC.

_________ By:_________

Attn:_________ Title:_________

Bank

Address of Bank: AAA (BANK)

_________ By:_________

Attn:_________ Title:_________

EXHIBIT A

COPYRIGHTS

None

EXHIBIT B

PATENTS

DESCRIPTION REGISTRATION REGISTRATION
NUMBER DATE

Automatic concealed object detection _________ _________(M/D/Y)
system having a pre-scan stage

Automatic concealed object detection _________ _________(M/D/Y)
system having a pre-scan stage

EXHIBIT C

TRADEMARKS

DESCRIPTION REGISTRATION REGISTRATION
NUMBER DATE

InVision _________ _________(M/D/Y)

THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT (this “Amendment”) dated as of _________(M/D/Y),is by and between AAA Control, Inc., a _________(Placename) corporation (“Pledgor”), and BBB, L.L.C.(“BBB”), as Collateral Agent for the Noteholders (as hereinafter defined) (the “Secured Party”).

RECITALS:

A. Pledgor, BBB and CCC, L.P. (“Main Street”) have entered into that certain Note Purchase Agreement dated as of _________(M/D/Y), as amended by that certain First Amendment to Note Purchase Agreement dated as of _________(M/D/Y)(the “Note Purchase Agreement Amendment”) (herein, as the same may be further amended, modified, supplemented, extended, rearranged, and/or restated from time to time, called the “Note Purchase Agreement”), pursuant to which, upon the terms and conditions therein set forth, Pledgor has issued its _________% Senior Secured Notes due _________(M/D/Y), in the aggregate principal amount of $,_________(herein, as the same may be amended, modified, supplemented, extended, rearranged, and/or restated from time to time, together with any notes given by Pledgor in extension, replacement, rearrangement, modification and/or substitution thereof or therefor, collectively called the “Notes” and any holders of the Notes, collectively called the “Noteholders”).

B. Each of BBB and Main Street requires that this Amendment be entered into by Pledgor as a condition precedent to the effectiveness of the Note Purchase Agreement Amendment.

C. Pledgor and the Secured Party have entered into that certain Stock Pledge Agreement dated as of _________(M/D/Y)(the “Agreement”) and they now desire to amend the Agreement as hereinafter provided.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Amendments to Agreement

1.01. Subsection 1.01(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) all shares of capital stock of IWC Services, Inc. and Code 3, Inc. (the “Companies”);”

1.02. Section 2.04 and Subsection 5.01(a) of the Agreement are hereby amended by deleting the word “Company” in the last line of each thereof and inserting in its place the word “Companies”.

Stock Pledge Agreement

1.03. Section 3.03 of the Agreement is hereby amended by adding the phrase “(i) hereafter own the capital stock of any other entity or (ii)” after the word “shall” in the first line thereof.

ARTICLE II

Miscellaneous

2.01. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Pledgor and Secured Party and their respective heirs, successors, and assigns, except that Pledgor may not assign any of its rights or obligations under the Agreement, as amended by this Amendment, without the prior written consent of Secured Party except to the extent permitted by the Note Purchase Agreement.

2.02. Amendment; Entire Agreement. The Agreement, as amended by this Amendment, together with any applicable pledge or other agreement required by applicable laws, embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof. The provisions of the Agreement, as amended by this Amendment, may be amended or waived only by an instrument in writing signed by the parties hereto with the requisite consent of Secured Party as provided in the Note Purchase Agreement.

2.03. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Amendment, and the rights and duties of the parties hereto, shall be construed in accordance with and governed by the internal laws of the State of Texas; provided, however that any enforcement of Secured Party’s rights and remedies in any other jurisdiction shall, to the extent required by applicable laws, be governed by the laws of the jurisdiction of enforcement. Each party hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of Texas and of any Texas State court sitting in Houston, Texas for purposes of all legal proceedings arising out of or relating to this Amendment or the transactions contemplated hereby. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. EACH PARTY TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, AS AMENDED BY THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

2.04. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

2.05. Reaffirmation of Agreement. This Amendment shall be deemed to be an amendment to the Agreement, and the Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Agreement in the Agreement and the other Documents (excluding this Amendment) shall hereafter be deemed to refer to the Agreement, as amended hereby.

Stock Pledge Agreement

2.06. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.07. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first written above.

PLEDGOR: SECURED PARTY:

AAA ,INC., BBB, L.L.C., as
a _________(Placename) corporation Collateral Agent

By: _________ By: _________
Name: _________ Name: _________
Title: _________ Title:_________

Stock Pledge Agreement

THIS TRADEMARK SECURITY AGREEMENT (as such agreement may be amended, supplemented or otherwise modified from time to time, this “Trademark Security Agreement”) made as of _________,_________,_________(M/D/Y), by AAA, INC., a _________(address) corporation, with its principal place of business located at _________(address)(the “Borrower”), in favor of BBB (“Bank of America”), with an office located at _________(address), in its capacity as the Administrative Agent for the Lenders under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”).

RECITALS:

The Borrower, certain financial institutions currently and in the future to be parties to the Credit Agreement (such financial institutions being collectively, the “Lenders”), the Administrative Agent, BancAmerica Robertson Stephens, as Arranger (in such capacity, the “Arranger”), Citicorp USA and First Union Capital Markets, in their respective capacities as Syndication Agents (in such capacities, the “Syndication Agents”), and BBB, Citibank, N.A. and First Union National Bank, in their respective capacities as Issuing Banks (in such capacities, the “Issuing Banks”), have entered into a certain Credit Agreement, dated as of _________,_________,_________(M/D/Y)(as such agreement may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), which provides for the Lenders to make Loans to the Borrower and for the Issuing Banks to issue Letters of Credit for the account of the Borrower. It is a condition precedent to the making of Loans and the issuance of Letters of Credit under the Credit Agreement that the Borrower shall have executed and delivered this Trademark Security Agreement.

NOW, THEREFORE, in consideration of the above premises and in order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit under the Credit Agreement, the Borrower hereby agrees with the Administrative Agent for its benefit, for the benefit of the Lenders, the Issuing Banks, the Arranger and the Syndication Agents, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, the capitalized terms used herein which are defined in the Credit Agreement shall have the meanings specified in the Credit Agreement.

(b) The words “hereof,” “herein” and “hereunder” and words of like import when used in this Trademark Security Agreement shall refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement, and section references are to sections in this Trademark Security Agreement unless otherwise specified.

(c) All terms defined in this Trademark Security Agreement in the singular shall have comparable meanings when used in the plural, and vice versa, unless otherwise specified.

2. Security Interest in Trademarks.

To secure the prompt and complete payment, observance and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations, the Borrower hereby assigns and pledges to the Administrative Agent, and hereby grants to the Administrative Agent for its benefit and the benefit of the Lenders, the Issuing Banks, the Arranger and the Syndication Agents, a security interest in all of the Borrower’s right, title and interest in and to the following, whether now-owned or existing or hereafter arising or acquired and wheresoever located (collectively, the “Collateral”):

(a) trademarks, trademark registrations, trade names and trademark applications for any of the foregoing in the United States Patent and Trademark Office or in any other office or with any other official anywhere in the world or which are used in the United States or any state, territory or possession thereof, or in any other place, nation or jurisdiction anywhere in the world, including, without limitation, the trademarks, trademark registrations, service marks, service mark registrations and applications listed on Annex I, attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all rights corresponding thereto throughout the world (all of the foregoing trademarks, and trademark registrations, trade names, service marks, service mark registration and applications, together with the items described in clauses (i) through (iv) in this subparagraph (a), are sometimes hereinafter individually and/or collectively referred to as the “Trademarks”);

(b) license agreements with any other party in connection with any Trademarks or such other party’s trademarks or trademark applications, whether the Borrower is a licensor or licensee under any such license agreement, including, but not limited to, the license agreements listed on Annex II attached hereto and made a part hereof, and the right to prepare for sale, sell and advertise for sale, all of the inventory now or hereafter owned by the Borrower and now or hereafter covered by such license agreements (all of the foregoing being hereinafter referred to collectively as the “Licenses”); and

(c) the goodwill of the Borrower’s business connected with and symbolized by the Trademarks;

3. Restrictions on Future Agreements.

The Borrower agrees that until all the Obligations shall have been satisfied in full, no Letters of Credit are outstanding and the Credit Agreement shall have been terminated, the Borrower will not, without the Administrative Agent’s prior written consent, abandon any Trademark, except as would not have a Material Adverse Effect, or enter into any agreement, including, without limitation, any license agreement (other than as necessary to maintain or protect any Trademark), which is inconsistent with the Borrower’s obligations under this Trademark Security Agreement, and the Borrower further agrees that it will not take any action, or permit any action to be taken by any other Persons to the extent that such Persons are subject to its control, including licensees, or fail to take any action, which would affect the validity, priority, perfection or enforcement of the rights transferred to the Administrative Agent under this Trademark Security Agreement, and any such agreement or action if it shall take place shall be null and void and of no effect whatsoever. Nothing in this Section 3 shall be deemed to prevent the Borrower from engaging in transactions permitted under Section 8.02(a)(iv) or (vi) of the Credit Agreement.

4. New Trademarks.

The Borrower represents and warrants that the Trademarks and Licenses listed on Annexes I and II constitute all of the significant trademarks, applications, trade names, service marks, service mark registrations and trademark registrations now owned and material license agreements entered into by the Borrower. If, before the Obligations shall have been satisfied in full, the commitments of the Lenders to extend credit under the Credit Agreement shall have been terminated, the Letters of Credit shall have expired or terminated and the Credit Agreement shall have been terminated, the Borrower shall, after the date hereof, (i) obtain rights to any new trademarks, trademark registrations, trademark applications, service marks, service mark registrations, or trade names, (ii) become entitled to the benefit of any trademarks, trademark registrations, trademark applications, trade names, service marks, service mark registrations, trademark licenses or trademark license renewals or (iii) enter into any new trademark license agreements, the provisions of paragraph 2 above shall automatically apply thereto, and the Borrower shall give to the Administrative Agent prompt written notice thereof of all new trademark registrations and applications. The Borrower hereby authorizes the Administrative Agent to modify this Trademark Security Agreement by amending Annex I or II to include any future trademarks, trademark applications, trade names, service marks, service mark registrations, trademark registrations or license agreements that are the Trademarks or the Licenses, under paragraph 2 above or under this paragraph 4.

5. Additional Representations and Warranties. The Borrower hereby represents, warrants, covenants and agrees that:

(a) Except as otherwise provided or permitted herein or in the Credit Agreement, it is and will continue to be the owner of all its right, title and interest in the Collateral so long as the Trademarks and Licenses shall continue in force. The Trademarks and Licenses are and shall continue to be free from any Lien in favor of a Person except for those Liens permitted by Section 8.02 of the Credit Agreement.

(b) It has the full right and power to grant the security interest in the Collateral made hereby.

(c) It has made no previous assignment, transfer or agreements in conflict herewith or constituting a present or future assignment, transfer, or encumbrance on any of the Collateral.

(d) So long as any Obligations remain outstanding under the Credit Agreement, the commitments of the Lenders to extend credit under the Credit Agreement have not been terminated, any Letter of Credit remains outstanding and the Credit Agreement has not terminated, it will not execute, and there will not be on file in any public office, any effective financing statement or other document or instrument covering the Collateral except as otherwise contemplated or permitted hereby or by the Credit Agreement and the other Loan Documents.

(e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Administrative Agent concerning the Collateral and proceeds thereof, for the purpose of obtaining credit or an extension of credit, is, or will be at the time the same is furnished, accurate and correct in all material respects.

(f) To the best of the Borrower’s knowledge and belief following diligent inquiry, no infringement or unauthorized use presently is being made of any of the Trademarks or Licenses which has or may reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. The Borrower has advised the Administrative Agent of the existence of material restrictions on the use of the Trademark and Licenses as may be contained in the Borrower’s franchise agreements and license agreements relating to the use of the Trademarks and Licenses.

(g) The Borrower will not sell, assign or otherwise transfer any of its right, title or interest in any of the Collateral except as permitted by the Credit Agreement and provided that to the extent it sells, assigns or otherwise transfers any of its right, title or interest in any of the Collateral to any Subsidiary Guarantor, such Subsidiary Guarantor shall have (i) entered into a trademark security agreement substantially similar in form and substance to this Agreement and (ii) taken all other actions necessary or desirable to perfect such security interest, including, without limitation, any filings with the United States Patent and Trademark Office, any filings and registrations with the United States Copyright Office and any filings under the Uniform Commercial Code in effect in each relevant jurisdiction.

6. Royalties; Term.

(a) The Borrower hereby agrees that any rights granted hereunder to the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks, the Arranger and the Syndication Agents with respect to all the Collateral as described above shall be worldwide and without any liability for royalties or other related charges from the Administrative Agent to the Borrower.

(b) The term of the security interest granted herein shall extend until the earlier of (i) the expiration or abandonment of each of the Trademarks and Licenses subject to this Trademark Security Agreement, or (ii) the payment in full of the Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement, the termination or expiration of all Letters of Credit and the termination of the Credit Agreement.

7. The Administrative Agent’s Right to Inspect.

Subject to Section 7.06 of the Credit Agreement, the Administrative Agent and the Lenders shall have the right, at any time and from time to time, to inspect the Borrower’s premises and to examine the Borrower’s books, records and operations, including, without limitation, the Borrower’s merchandise quality control processes upon reasonable notice and at such reasonable times and as often as may be reasonably requested. The Borrower agrees (i) not to sell or assign its interest in, or grant any license under, the Collateral without the prior written consent of the Administrative Agent except as otherwise permitted under Sections 8.02 and 8.03 of the Credit Agreement; and (ii) to maintain the quality of any and all merchandise in connection with which the Trademarks are used, substantially consistent with or better than the quality of said merchandise as of the date hereof.

8. Termination of Security Interest.

This Trademark Security Agreement is made for collateral purposes only. Upon payment in full of the Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement, the termination or expiration of all outstanding Letters of Credit and termination of the Credit Agreement, the Administrative Agent shall, at the Borrower’s sole cost and expense, execute and deliver to the Borrower all termination statements, releases or other instruments as may be necessary or proper to re-vest in the Borrower (without recourse to or warranty by the Administrative Agent) full title to the Collateral granted hereby, subject to any disposition thereof which may have been made by the Administrative Agent pursuant hereto or pursuant to the Credit Agreement.

9. Duties of the Borrower.

The Borrower shall have the duty (i) to prosecute diligently any trademark application that is part of the Trademarks pending as of the date hereof or thereafter until the obligations shall have been paid in full, (ii) to make applications on trademarks, as appropriate, and (iii) to preserve and maintain all rights in trademark applications, trademarks, trademark registrations, service marks, and service mark registrations, that are part of the Trademarks except, in the case of (i) or (iii), where the failure to do so would not have or be reasonably expected to have a Material Adverse Effect. Any expenses incurred in connection with such applications shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other proceedings. The Borrower shall not abandon any right to file a trademark application in the United States or any pending trademark application in any country without the prior written consent of the Administrative Agent except as would not have or be reasonably expected to have a Material Adverse Effect. If the Borrower fails to comply with any of the foregoing duties, the Administrative Agent shall have the right (but shall not be obligated) to do so in the Borrower’s name to the extent permitted by law, but at the Borrower’s expense, and the Borrower hereby agrees to reimburse the Administrative Agent in full for all expenses, including the fees and disbursements of counsel incurred by the Administrative Agent in protecting, defending and maintaining the Collateral. In the event that the Borrower shall fail to pay when due any fees required to be paid by it hereunder, or shall fail to discharge any Lien prohibited hereby, or shall fail to comply with any other duty hereunder, the Administrative Agent may, but shall not be required to, pay, satisfy, discharge or bond the same for the account of the Borrower, and all monies so paid out shall be Obligations of the Borrower repayable on demand, together with interest at the fluctuating rate applicable to Base Rate Loans under the Credit Agreement.

10. The Administrative Agent’s Right to Sue.

From and after the occurrence and during continuance of an Event of Default, the Administrative Agent shall have the right, but shall in no way be obligated, to bring suit in its own name for its own benefit and for the benefit of the Lenders and the Issuing Banks to enforce the Trademarks and Licenses, and if the Administrative Agent shall commence any such suit, the Borrower shall, at the request of the Administrative Agent, do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement. The Borrower shall, upon demand, promptly reimburse the Administrative Agent for all costs and expenses incurred by Administrative Agent pursuant to the terms of the Credit Agreement.

11. Waivers.

No course of dealing among the Borrower, the Administrative Agent, the Lenders, the Issuing Banks, the Arranger, the Syndication Agents or any of them, and no failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, the Lenders, the Issuing Banks, the Arranger, the Syndication Agents, any right, power or privilege hereunder or under the Credit Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof the exercise of any other right, power or privilege.

12. Cumulative Remedies; Power of Attorney; Effect On Other Agreements.

All of the Administrative Agent’s rights and remedies with respect to the Collateral, whether established hereby, by the Credit Agreement, by the Collateral Documents, by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Upon the occurrence and during the continuance of an Event of Default and the giving by the Administrative Agent of written notice to the Borrower of the Administrative Agent’s intention to enforce its right and claims against the Borrower, the Borrower hereby authorizes the Administrative Agent to make, constitute and appoint any officer or agent of the Administrative Agent as the Administrative Agent may select, in its sole discretion, as the Borrower’s true and lawful attorney-in-fact, with power (but not the obligation) to (i) endorse the Borrower’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use of the Collateral, or (ii) take any other actions with respect to the Collateral as the Administrative Agent deems in the best interest of the Administrative Agent, the Lenders and the Issuing Banks or (iii) grant or issue any exclusive or non-exclusive license under the Collateral to anyone, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Collateral to anyone free and clear of any encumbrance upon title thereof (other than any encumbrance created hereby). The Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable until the Obligations have been paid in full, the commitments of the Lenders to extend credit under the Credit Agreement have been terminated, no Letters of Credit are outstanding and the Credit Agreement has been terminated. The Borrower acknowledges and agrees that this Trademark Security Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent and the Lender under the Loan Documents but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent, the Lenders, the Issuing Banks, the Arranger and the Syndication Agents shall have, in addition to all other rights and remedies given it by the terms of this Trademark Security Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Collateral may be located. Recourse to security will not be required at any time.

13. Binding Effect; Benefits.

This Trademark Security Agreement shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agent, the Lenders, the Issuing Banks, the Arranger and the Syndication Agents. The Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession of or for the Borrower.

14. Expenses.

The Borrower shall upon written demand pay to the Administrative Agent the amount of any and all expenses, including the fees and disbursements of its counsel and of any experts and agents, as provided in Section 12.03 of the Credit Agreement.

15. Amendments, Etc.

No amendment or waiver of any provision of this Trademark Security Agreement nor consent to any departure by the Borrower herefrom shall in any event be effective unless the same shall be in writing and signed by the party to be charged therewith, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

16. Notices.

All notices and other communications provided for hereunder shall be given in the manner set forth in the Credit Agreement and to the addresses first above written or, as to each party, at such other address as may be designated by such party in a written notice to the other party.

17. Applicable Law; Severability.

This Trademark Security Agreement shall be construed in all respects in accordance with, and governed by, the laws of the State of New York. Whenever possible, each provision of this Trademark Security Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Trademark Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Trademark Security Agreement.

18. Consent to Jurisdiction and Service of Process; Waiver of Jury Trial.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST EACH PARTY HERETO WITH RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS TRADEMARK SECURITY AGREEMENT, EACH PARTY HERETO ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED ON THE FIRST PAGE HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. EACH OF BORROWER, THE ADMINISTRATIVE AGENT, THE ARRANGER, THE SYNDICATION AGENT AND THE LENDERS IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

19. Waiver of Notice, Hearing and Bond.

THE BORROWER WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE ADMINISTRATIVE AGENT OR THE LENDERS OF ITS RIGHTS, FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, TO REPOSSESS THE COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL. THE BORROWER WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF THE ADMINISTRATIVE AGENT OR THE LENDERS IN CONNECTION WITH THE JUDICIAL PROCESS OR PROCEEDING TO OBTAIN POSSESSION OF, REPLEVY, ATTACH, OR LEVY UPON THE COLLATERAL TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE LENDER OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER PRELIMINARY OR PERMANENT INJUNCTION, THIS TRADEMARK SECURITY AGREEMENT.

20. Advice of Counsel.

THE BORROWER REPRESENTS TO THE ADMINISTRATIVE AGENT THAT IT HAS DISCUSSED THIS TRADEMARK SECURITY AGREEMENT WITH ITS ATTORNEYS.

21. Governing Provisions.

To the extent any provisions of this Trademark Security Agreement are inconsistent with any provisions in the Borrower Security Agreement, the provisions of this Trademark Security Agreement shall govern.

22. Section Titles.

The section titles herein are for convenience and reference only and shall not affect in any way the interpretation of any of the provisions hereof.

IN WITNESS WHEREOF, the Borrower has caused this Trademark Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the day first above written.

AAA, INC.

By: /s/_________

Name: _________

Title: _________

Attest: _________

Agreed and accepted to as of the date first above written: BBB, as Administrative Agent

By: /s/ _________

Name: _________

Title: _________

STATE OF _________ )
) ss.:
COUNTY OF _________ )

The foregoing Trademark Security Agreement was executed and acknowledged before me this _________,_________,_________(M/D/Y), by _________(NAME) personally known to me to be the SVP-CFO of AAA, Inc., a _________(address) corporation, on behalf of such corporation.

(SEAL)
/s/_________

Notary Public
New York County, New York
My Commission Expires:
_________,_________,_________(M/D/Y)