<u>#SC. MISCELLANEOUS:</u><br />1. Alternative Dispute Resolution.  (a) Procedures: The Parties agree that any and all disputes, claims or controversies arising out of or related to this Agreement, including any claims under any statute or regulation ("Disputes"), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, then, upon the election of either party, the Disputes shall be submitted for binding arbitration. Unless the parties agree otherwise, any mediation and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the rules of, the American Arbitration Association ("AAA"). (B) Restrictions on Arbitration: Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator's authority to resolve Disputes and to make awards is limited to Disputes between the parties to this Agreement alone, and is subject to the Limitations of Liability set forth in this Agreement. Furthermore, Disputes brought by either party to this Agreement against the other may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this Section B of this Alternative Dispute Resolution paragraph be stricken from this Agreement or deemed otherwise unenforceable, then this entire Alternative Dispute Resolution paragraph shall be stricken from this Agreement. (C) Enforcement: The provisions of this Alternative Dispute Resolution paragraph may be enforced in a court of competent jurisdiction.

2. The Green Sheet, Inc. reserves the right to reschedule a publication date should the need arise, based on the sole discretion of The Green Sheet, Inc. To the extent The Green Sheet rescheduled such publication date, Advertiser shall have the right to either terminate the Agreement with a full refund for services not rendered, or reschedule to a mutually agreed upon date, provided that the term of this Agreement is not extended beyond 180 days from the original date of publication. This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein express or implied shall give or be construed to give any person other than the parties hereto any legal or equitable rights hereunder.

3.  Both parties agree that all terms of this agreement shall remain confidential to the parties.




