CONFIDENTIAL DRAFT 10/3/08

two (2) arbitrators are unable to agree upon the choice of a third arbitrator within seven (7) days, either Party may request the person or entity administering the arbitration, or, if none, the American Arbitration Association or any other arbitration administering person or entity, to appoint the necessary arbitrator pursuant to the Commercial Arbitration Rules. (b) As soon as the arbitrator has been chosen or if three are utilized, the panel has been convened, a hearing date shall be set within thirty (30) days thereafter. Such hearing date shall be subject to the mutual agreement of the Parties and the arbitrator(s), but if such agreement cannot be reached, the arbitrator(s) shall have authority to establish such times for hearings as he, she or they deem appropriate. Written submissions shall be presented and exchanged by both Parties fifteen (IS) days before the hearing date, including reports prepared by any expert upon whom either Party intends to rely. At such time the Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to call to testify at the hearing. Each Party shall also make its respective experts available for deposition by the other Party prior to the hearing date. The arbitrator( s) shall make his or her award as promptly as practicable after conclusion of the hearing. Arbitrators shall be compensated for their services at the standard hourly rate charged in their private professional activities. (c) The Parties acknowledge that the United States District Court for the District of Connecticut has jurisdiction over the Parties for the purpose of enforcing this Section 10.2. Connecticut rules of civil procedure and evidence shall apply with respect to any arbitration hereunder, including all rules pertaining to discovery and inspection.

The award may be made solely on the default of a Party. The arbitrator(s) shall follow substantive rules of law. The arbitrator(s) shall make the award in strict conformity with this Agreement and shall have no power to depart from or change any of the provisions hereof Tfthree arbitrators are used, a decision of any two of them shall be binding. At the request of either Party at the start of the arbitration, the award of the arbitrator(s) shall be accompanied by findings of fact and a written statement of reasons for the decision.

The arbitrator(s) shall have the discretion to award the costs of arbitration, arbitrators' fees and the respective attorneys' fees of each Party between the Parties as they see fit.

All Parties agree to be bound by the results of this arbitration; judgment upon the award so rendered may be entered and enforced in any court of competent jurisdiction, including the power to require specific performance. To the extent reasonably practicable, both Parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. All matters relating to any arbitration hereunder shall be maintained in confidence. (d) Nothing contained in this Section 10.2 shall prohibit either Party from seeking equitable relief without tirst resorting to arbitration under such circumstances as that Party's interests hereunder and in its property will be otherwise compromised.

Effect of Disputes on the Obligations of the Parties. Except as provided in Section 5.3, the pendency of an arbitration proceeding or litigation shall not affect the obligations 10.3