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This Agreement is made on February 23, 2012, between James Smith of 8 Hayes St, San Rafael, California 94901, hereinafter referred to as First Party and Rose Black of 50 Pleasent Ave, San Rafael, California 94901, hereinafter referred to as Second Party. WHEREAS, the business relationship between the parties commenced February 16, 2012 as defined in the original business contract, namely ABC Widgets's Arbitration Agreeent, which is attached and incorporated herein; AND WHEREAS disputes and differences have arisen between the parties; AND WHEREAS the parties have appointed Joe Grant as their arbitrator. NOW IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS: The parties hereto agree to refer the following matters and responsibilities to the Arbitrator: To resolve all disputes and differences under the original contract To review the terms of the contract and determine the amount payable by one party to the other, if any To make provisions for the payment of debts and liabilities of the business including income tax liabilities The Arbitrator shall direct the parties to file statements of their respective claims, legal submissions and reliefs claimed and each party to file his statement of defense in reply to the statements of claims of others. The Arbitrator shall allow the parties to produce documents in support of thier claims. The Arbitrator shall direct the books of account and other papers of the Firm to be produced before them and arrange for thier safe custody. The Arbitrators will have power to appoint a qualified accountant to inspect the accounts and to draw a balance sheet. The Arbitrator shall allow the parties to be represented by their respective advocates. The Arbitrator shall not be bound to take oral evidence but if any party or their witness is examined he will be allowed to be cross-examind. The Arbitrator shall be allowed to make one or more Interim Awards. The Arbitrator shall make their award within 1 month from their entering upon the reference but can extend the period from time to time with the consent of all the parties hereto obtained in writing. In the event of any party refusing to participate in the Arbitration proceedings or remaing absent
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without valid cause, the Arbitrator shall have power to proceed ex-parte against such party. The costs of the Arbitration proceedings will be divided in the discretion of the Arbitrators.

The Arbitration, subject to what is herein provided shall be goverened by the Federal Arbitration Act. IN WITNESS WHEREOF the parties hereto has caused this Agreement to be signed and delivered by its duly authorized representative as of the first date written above.

___________________________________ James Smith By Alex Dobler, its Vice President of ABC Widgets

___________________________________ Rose Black By Karla Espinoza, its CEO of Widgets Incorporated

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