OR CONFERENCES BETWEEN THE PARTIES IN WHICH A NEUTRAL PANELIST WILL
SEEK TO GUIDE THE PARTIES TO A RESOLUTION OF THE MATTER.
EACH PARTY AGREES TO
PAY ITS OWN COSTS IN CONNECTION WITH THE MEDIATION AND ITS PROPORTIONATE SHARE
OF THE FEES AND COSTS OF J.A.M.S./ENDISPUTE IN CONNECTION WITH THE MEDIATION.
EACH PARTY AGREES TO SPEND A MINIMUM OF AT LEAST SIX (6) HOURS IN ATTEMPTING TO
MEDIATE THE DISPUTE (UNLESS IT IS RESOLVED IN LESS THAN SIX (6) HOURS).
IF THE
DISPUTE IS NOT RESOLVED IN SUCH TIME, THE PARTIES MAY ELECT TO CONTINUE
MEDIATION OR EITHER PARTY MAY COMMENCE LITIGATION OR BINDING ARBITRATION.
THE
VENUE FOR ANY LITIGATION OR ARBITRATION SHALL BE SONOMA COUNTY, CALIFORNIA.
11.
ATTORNEY FEES.
IN THE EVENT THAT ANY DISPUTE AMONG ANY PARTIES
HERETO SHOULD RESULT IN LITIGATION OR ARBITRATION, THE PREVAILING PARTY IN SUCH
DISPUTE SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ALL REASONABLE FEES,
COSTS AND EXPENSES OF ENFORCING ANY RIGHT OF THE PREVAILING PARTY, INCLUDING
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES, ALL OF WHICH SHALL
BE DEEMED TO HAVE ACCRUED UPON THE COMMENCEMENT OF SUCH ACTION AND SHALL BE PAID
WHETHER OR NOT SUCH ACTION IS PROSECUTED TO JUDGMENT.
ANY JUDGMENT OR ORDER
ENTERED IN SUCH ACTION SHALL CONTAIN A SPECIFIC PROVISION PROVIDING FOR THE
RECOVERY OF ATTORNEY FEES AND COSTS INCURRED IN ENFORCING SUCH JUDGMENT AND AN
AWARD OF PREJUDGMENT INTEREST FROM THE DATE OF THE BREACH AT THE MAXIMUM RATE
ALLOWED BY LAW.
THE PREVAILING PARTY SHALL MEAN THE PARTY WHO IS DETERMINED IN
THE PROCEEDING TO HAVE PREVAILED OR WHO PREVAILS BY DISMISSAL, DEFAULT OR
OTHERWISE AND NOT NECESSARILY THE PARTY IN WHOSE FAVOR A JUDGMENT OR OTHER
DECISION IS RENDERED.
IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first set forth above.
American TonerServ Corp.
By: /s/ Ryan Vice
Its: CFO
3