This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by and construed

in accordance with the laws of the State of California, USA, excluding its rules governing conflicts of laws. Dispute Resolution and Arbitration In the event of any dispute hereunder or under any Work Order which cannot be resolved amicably between the parties after good faith negotiations for a period not to exceed [thirty (30)] days, such dispute shall be submitted to binding arbitration, to be held in California, USA, in accordance with the American Arbitration Association Commercial Arbitration Rules. Either party may initiate arbitration proceedings under this Section by providing written notice of arbitration to the other party, with a copy to the Chairman of the American Arbitration Association. Any arbitration proceeding shall be conducted before a single arbitrator, selected by the Chairman of the American Arbitration Association and reasonably acceptable to each of the parties. All arbitration proceedings shall be conducted in the English language, and each party shall be afforded the opportunity to present written and testimonial evidence in support of its position. Within __ ( ) days after completion of the presentation of such evidence, the arbitrator shall issue a decision and award, which shall be in writing, shall state the reasons therefor, and shall be based solely on the terms and conditions of this Agreement, as interpreted in accordance with the laws of the State of California, USA. The decision and award of the arbitrator shall be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The prevailing party in any legal or arbitration proceeding brought by one party against another party and arising out of or in connection with this Agreement shall be entitled to recover its legal expenses, including court or arbitration costs and reasonable attorney's fees. ----------------------------------------Arbitration in UK-------------------------------------------------------

a) Arbitration. The parties agree that they shall use all reasonable efforts to resolve by
discussion and negotiation any disputes that may relate to or arise under this Agreement, including any question regarding its existence, validity or termination. If a dispute is not resolved in such manner, either party may elect to refer the matter to binding arbitration upon Thirty (30) days' notice to the other party, (during which time the parties shall continue their attempt to resolve the dispute by discussion or negotiation), provided that either party at any time may seek injunctive relief from any court of competent jurisdiction. Any dispute arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this sub-Clause. Judgement upon the award rendered may be entered in any court of competent jurisdiction. the Arbitration tribunal shall consist of three (3) arbitrators two (2) of them shall be nominated by the respective parties. The place of arbitration shall be London. The language of the arbitration shall be English.