CO-SALE AGREEMENT

4.6 third parties. nothing in this agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this agreement.

4.7 successors and assigns. subject to the provisions of section 2, the provisions of this agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

4.8 captions. the captions to sections of this agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this agreement.

4.9 counterparts. this agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

in witness whereof, the parties hereto have executed this co-sale agreement as of the date and year first above written.

aaa usa, inc. bbb, inc.

by: _________ by: _________

title: ______ title: ______

ccc(sb)

by: _________