Arbitration or Mediation Agreement

This is an Arbitration Agreement between the two parties named below.

WHEREAS:

(A)	The parties are involved in a dispute; 

(B)	The parties wish to refer the dispute to binding arbitration with a view to resolving the Dispute in an efficient, expeditious and inexpensive manner;

In consideration of the premises, the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	The parties agree that the Dispute shall forthwith be referred to arbitration (the "Arbitration") pursuant to the rules of the American Arbitration Association.

2.      The Arbitration shall be governed by the following rules:

(a)	the Dispute shall be heard and determined by a single arbitrator ("Arbitrator") who shall be selected by agreement of both parties hereto.  The Arbitrator shall make his or her award in writing either within three (3) months after entering on the reference or after having been called on to act by notice in writing from either party to the submission, whichever is the earlier, or on or before any later date to which the parties by writing signed by them may from time to time enlarge the time for making the award;

	(b)	the arbitrator shall have the authority to award costs to whichever party he or she deems appropriate, failing which the costs shall be borne equally;

	(c)	if the arbitrator has allowed his time or extended time for making an award to expire without making an award, either party hereto may apply to the court having appropriate jurisdiction or to a judge thereof to appoint an arbitrator who shall have the power to act in the reference and to make an award as if he or she had been duly appointed by both parties to the submission and by the consent of such parties;

(d)        if an arbitrator is appointed pursuant to paragraph 2(b) above, such arbitrator shall
make his award within two months after the original or extended time appointed for making the award of the arbitrator has expired or on or before any later date to which the parties by any writing signed by them may from time to time enlarge the time for making the award, or if the parties have not agreed, then within such time as the court or judge appointing such arbitrator may impose;

	(e)	the decision of the Arbitrator shall be final, conclusive and binding upon the parties hereto; and

(f)	there shall be no appeal from the award of the arbitrators or arbitrator in accordance with the provisions of the court having appropriate jurisdiction.

3.         The parties agree that the statement of facts which will be presented to the Arbitrator is as set out forth in Exhibit 2.

4.         The parties agree to split the costs equally for the arbitrator and provide sufficient deposits and advances so the abitrator can do his or her work in a timely manner.

5.     This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, administrators and assigns of each of the parties hereto.

6.	This Agreement is sets forth the entire agreement between the parties relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing.  The parties agree that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties.  Any dispute must be brought in the state of ____________ and none other.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date written above.

______________			___________________
First Party                                         	Second Party  

______________			___________________
Witness                                    	Witness       

Exhibit 1:  Original Agreement and Subject of Dispute
Exhibit 2:  Statement of Facts by the Parties

Arbitration or Mediation Agreement