                                 RULES FOR MEDIATION

1.   Definition of Mediation. Mediation is a process under which an impartial person, the
     mediator, facilitates communication between the parties to promote reconciliation,
     settlement or understanding among them. The mediator may suggest ways of resolving
     the dispute, but may not impose the mediator's own judgment on the issues for that of the
     parties.

2.   Conditions Precedent Serving as Mediator. The mediator shall not serve as a mediator
     ifi any dispute in which he or she has any financial or personal interest in the result of the
     mediation. Prior to accepting an appointment, the mediator shall disclose any
     circumstance likely to create a presumption of bias or prevent a prompt meeting with
     parties.

3.   Authority of Mediator. The mediator does not have the authority to decide any issue for
     the parties, but will attempt to facilitate the voluntary resolution of the dispute by the
     parties. The mediator is authorized to conduct joint and separate meeting with the parties
     and to offer suggestions to assist the parties achieve settlement. If necessary, the
     mediator may also obtain expert advice concerning technical aspects of the dispute,
     provided that the parties agree and assume the expenses of obtaining such advice.
     Arrangements for obtaining such advice shall be made by the mediator or the parties, as
     the mediator shall determine.

4.   Parties Responsible for Negotiating Their Own Settlement. The parties understand
     the mediator will not and cannot impose a settlement in their case. The mediator, as an
     advocate for settlement, will use every effort to facilitate the negotiations of the parties.
     The mediator does not warrant or represent that settlement will result from the mediation
     process.

5.   Authority of Representatives. Party representatives must have authority to settle and all
     persons necessary to the decision to settle shall be present. The names and addresses of
     such persons shall be communicated in writing to all parties and the mediator.

6.   Time and Place of Mediation. The mediator shall fix the time of each mediation
     session. The mediation shall be held at the office of mediator, or at any other convenient
     location agreeable to the mediator and the parties, as the mediator shall determine.

7.   Privacy. Mediation sessions are private. The parties and their representatives may
     attend mediation sessions. Other persons may attend only with the permission of the
     parties and with the consent of the mediator.

8.   Confidentiality and Privilege. Confidential information disclosed to a mediator by the
     parties or by witnesses in the course of the mediation shall not be divulged by the
     mediator. All records, reports or other documents received by a mediator while serving in
     that capacity shall be confidential. The mediator shall not be compelled to divulge such
      records or to testify in regard to the mediation in any adversary proceeding or judicial
      forum. Any party that violates this order shall pay all reasonable fees and expenses of the
      mediator and other parties, including reasonable attorneys fees, incurred in opposing the
      efforts to compel testimony or records from the mediator.

9.    No Stenographic Record. There shall be no stenographic record of the mediation
      process and no person shall tape record any portion of the mediation session.

10.   No Service of Process at or near the site of the Mediation session. No subpoenas,
      summons, complaints, citations, writs or other process may be served upon any person at
      or near the site of any mediation session upon any person entering, attending or leaving
      the session.

11.   Termination of Mediation. The mediation shall be terminated: A) By the execution of a
      settlement agreement by the parties; B) By declaration of mediator to the effect that
      further efforts at mediation are no longer worthwhile; or, C) after the completion of one
      full mediation session, by a written declaration of a party or parties to the effect that the
      mediation proceedings are terminated.

12.   Interpretation and Application of Rules. The mediator shall interpret and apply these
      rules.

13.   Fees and Expenses. The mediator's daily fee, if agreed upon prior to mediation, shall be
      paid in advance of each mediation day. The expenses of witnesses for either side shall be
      paid by the party producing such witnesses. All other expenses of the mediation,
      including fees and expenses of the mediator, and the expenses of any witness and the cost
      of any proofs or expert advice produced at the direct request of the mediator, shall be
      borne equally by the parties unless they agree otherwise.
