shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including therein any such part or portion which may, for any reason, be hereafter declared invalid. 11 CONTROLLING LAW AND ARBITRATION All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state; (b) the arbitration shall be conducted by a single arbitrator selected by the parties; (c) the parties shall act in a commercially reasonable manner and speedily select and then conduct the arbitration within 45 days with the expenditure of minimal discovery efforts and expense which shall be determined, if necessary, by the arbitrator. The agreement to arbitrate shall be specifically enforceable under prevailing New York law. Any award rendered by the arbitrator shall be binding and enforceable by any party to the arbitration and judgment shall be rendered upon it in a court of competent subject matter jurisdiction located in New York. 12 REGULATION FD Regulation FD's public disclosure requirements include that material information must be disclosed to all shareholders at the same time. Both companies recognize that the signing of this Agreement creates a relationship that may be considered material news to both companies' shareholders. For full