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1. TERMINATION OF CERTAIN AGREEMENTS; NEW ARRANGEMENTS.

1.1. TERMINATION OF STRATEGIC AGREEMENTS; NEW STRATEGIC ARRANGEMENTS. The parties to this Agreement include all of the parties to each of the Strategic Agreements. As of the date of this Agreement, each of the Strategic Agreements shall be, without the need for any further action on the part of any party, terminated and shall be of no further force and effect. No party to any Strategic Agreement shall have any further rights or obligations with respect to such Strategic Agreement or be required from and after the termination thereof pursuant to this Section 1.1, to take, or refrain from taking, any action whatsoever pursuant to such Strategic Agreement. In lieu of the Strategic Agreements, AAA and KKK hereby agree to the provisions set forth on EXHIBIT 1.1 which shall become effective as of the date hereof.

Except as set forth in EXHIBIT 1.1, as of the date of this Agreement, each party hereby fully releases the other party from any and all obligations, and agrees not to seek any costs, damages or other compensation from the other party under any legal theory including, without limitation, breach of contract, breach of warranty, restitution or quantum meruit, arising from the Strategic Agreements or termination thereof.

1.2. TERMINATION OF PRODUCT AGREEMENTS; NEW PRODUCT ARRANGEMENTS. The parties to this Agreement include all of the parties to each of the Product Agreements. As of the date of this Agreement, each of the Product Agreements shall be, without the need for any further action on the part of any party, terminated and shall be of no further force and effect. No party to any Product Agreement shall have any further rights or obligations with respect to such Product Agreement or be required from and after the termination thereof pursuant to this Section 1.2, to take, or refrain from taking, any action whatsoever pursuant to such Product Agreement. In lieu of the Product Agreements, AAA and KKK hereby agree to the provisions set forth on EXHIBIT 1.2, which shall become effective as of the date this Agreement is entered into.

In accordance with the foregoing, immediately upon execution of this Agreement, all right, title and interest that was granted to AAA under the Product Agreements shall revert to KKK without the need for any further action on the part of any party. AAA hereby represents and warrants that it has made no grants or transfers to any third party of or under any right, title or interest pursuant to the Product Agreements and hereby quitclaims all such right, title and interest to KKK.

Except as set forth in EXHIBIT 1.2, each party hereby fully releases the other party from any and all obligations, and agrees not to seek any costs, damages or other compensation from the other party under any legal theory including, without limitation, breach of contract, breach of warranty, restitution or quantum meruit, arising from the Product Agreements or termination thereof.

2. ISSUANCE AND DELIVERY OF WARRANTS.

2.1. ISSUANCE OF WARRANTS. In exchange for the relinquishment of the JJJ Purchase Rights and the Disputed JJJ Purchase Rights and in consideration for the additional covenants and agreements of KKK contained herein, AAA agrees to issue to JJJ upon execution of this Agreement: (i) a warrant to purchase 1,837,417 shares of the Common Stock Series F, no par value per share, of AAA (the "SERIES F COMMON STOCK") (which (A) shall be exercisable at a per share price of $ _________, or (B) if exercised after the closing of the Reorganization (the "DDD-AAA CLOSING"), and subject to adjustment as described below, shall be exercisable for: (x) _________ shares of common stock, par value $ _________ per share, of DDD/AAA (the "DDD/AAA COMMON STOCK"), at a per share price of $ _________ in the event the Reorganization is effected through Reorganization Structure One, or (y) _________ shares of common stock, par value $ _________ per share, of DDD (the "DDD COMMON STOCK"), at a per share price of $ _________ in the event the Reorganization is effected through Reorganization Structure Two, (ii) a warrant to purchase _________ shares of Series F Common Stock (which (A) shall be exercisable at a price per share equal to $ _________, or (B) if exercised after the DDD-AAA Closing, and subject to adjustment as described below, shall be exercisable for: (x) _________ shares of DDD/AAA Common Stock at a price per share equal to $ _________ in the event the Reorganization is effected through Reorganization Structure One, or (y) _________ shares of DDD Common Stock at a price per share equal to $ _________ the event the Reorganization is effected through Reorganization Structure Two) and (iii) a warrant to purchase _________ shares of Series F Common Stock (which (A) shall be exercisable at a price per share equal to $ _________, or (B) if exercised after the DDD-AAA Closing, and subject to adjustment as described below, shall be exercisable for: (x) _________ shares of DDD/AAA Common Stock at a price per share equal to $ _________ in the event the Reorganization is effected through Reorganization Structure One, or (y) _________ shares of DDD Common Stock at a price per share equal to $ _________ in the event the Reorganization is effected through Reorganization Structure Two)(collectively, the "NEW WARRANTS"), each of which shall be in the form of EXHIBIT 2.1 hereto. The number of shares of DDD/AAA Common Stock or DDD Common Stock to be issued upon exercise of the New Warrants in the event the New Warrants are exercised after the DDD-AAA Closing and the exercise price thereof as set forth in this Section 2.1 gives effect, in each case, to the reduction in the exchange ratio resulting from the transactions described in this Agreement as set forth in Section 3.6. To the extent the exchange ratio is changed by agreement among the parties to the DDD-AAA Reorganization Agreement after the date hereof, the number of shares of DDD/AAA Common Stock or DDD Common Stock for which the New Warrants may be exercised and the exercise price thereof shall be adjusted to reflect the revised exchange ratio, except that any further reduction in the exchange ratio as a result of or arising out of this Agreement shall not result in any modification of the number of shares of DDD/AAA Common Stock or DDD Common Stock to be issued upon the exercise of the New Warrants or any adjustment to the exercise price. AAA shall reserve and keep available for issuance at all times, free from any liens or encumbrances, preemptive rights, rights of first refusal or redemption rights, such number of its authorized but unissued shares of Series F Common Stock (or Common Stock without Series designation if the New Warrants become exercisable for such stock pursuant to Section 2.4 below) as is sufficient to permit exercise in full of each of the New Warrants in accordance with the terms thereof. All shares of Series F Common Stock that are so issuable shall, when issued upon exercise and payment therefor, be fully and validly issued and fully paid and non-assessable. Upon the DDD-AAA Closing, DDD/AAA (in the event the Reorganization is effected through Reorganization Structure One) or DDD (in the event the Reorganization is effected through Reorganization Structure Two) shall assume all obligations of AAA with respect to the New Warrants, and the New Warrants shall be exercisable for shares of DDD/AAA Common Stock or DDD Common Stock, as applicable, as provided in this Section 2.1.

2.2. DELIVERY OF WARRANTS. Subject to Section 3.2 below, AAA shall deliver the New Warrants to JJJ concurrently with the execution of this Agreement.

2.3. REGISTRATION RIGHTS AGREEMENT. Upon the issuance of the New Warrants, AAA shall enter into a Registration Rights Agreement with JJJ substantially in the form of EXHIBIT 2.3 hereto.

2.4. CREATION OF SERIES F COMMON STOCK. Prior to the execution of this Agreement, the Board of Directors of AAA approved the Articles of Amendment to the Amended and Restated Articles of Incorporation of AAA in the form attached hereto as EXHIBIT 2.4 ("Articles of Amendment") and called a meeting of the holders of AAA's Common Stock without Series designation and Series A Preferred Stock for the purpose of adopting such Articles of Amendment. AAA shall use its best commercial efforts to hold such meeting and cause such Articles of Amendment to be adopted and when adopted shall file such Articles of Amendment with the Secretary of State of the State of _________(PLACENAME). JJJ agrees to vote its shares of Series A Preferred Stock in favor of the adoption of such Articles of Amendment and to waive notice of the shareholders meeting if requested to do so by AAA. In the event such Articles of Amendment are not so filed prior to _________,_________,_________(M/D/Y), then anything in this Agreement or the New Warrants to the contrary notwithstanding, the New Warrants shall be exercisable for Common Stock of AAA without Series designation if exercised prior to the DDD-AAA Closing and all references to "Common Stock" in the New Warrant shall mean Common Stock of AAA without Series designation.

3. DDD/AAA REORGANIZATION.

3.1. VOTING AGREEMENT. JJJ agrees to execute, simultaneously with the execution of this Agreement, a Voting Agreement substantially in the form of EXHIBIT 3.1 hereof.

3.2. HART-SCOTT-RODINO. In the event that the acquisition of the New Warrants or the shares issuable upon exercise of the New Warrants by JJJ pursuant to this Agreement would require any filing by KKK under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), then before such New Warrants or shares shall be issued to JJJ, BBB shall prepare and file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms as an "acquiring person" as required by the HSR Act. Each of AAA, DDD and DDD/AAA shall cooperate with BBB in making any such filing, and shall make any filing required of any of them in connection therewith, promptly and shall furnish BBB such information and commercially reasonable assistance as necessary for any such filing.

3.3. TERMINATION OF CERTAIN AGREEMENTS; SPECIAL COVENANTS.

(a) Effective on the date hereof, (i) JJJ agrees to take all such action requested by AAA so that each of the Restated Stockholders Agreement dated _________,_________,_________(M/D/Y), as amended (the "AAA RESTATED STOCKHOLDERS AGREEMENT"), and the Shareholders Agreement dated _________,_________,_________(M/D/Y), as amended (the "AAA SHAREHOLDERS AGREEMENT"), shall be terminated and of no further force and effect without the need for any further action on the part of any party thereto and (ii) subject to Section 3.3(b) below, all rights and obligations of the parties pursuant to each of the AAA Investment Documents (including, without limitation, the Performance Warrant and the JJJ Purchase Rights) shall be terminated and of no further force and effect. AAA and KKK hereby waive any claim that such party may have with respect to any alleged breach of any of the Strategic Agreements, the Product Agreements, the AAA Restated Stockholders Agreement, the AAA Shareholders Agreement and the AAA Investment Documents arising prior to the date hereof.