A. The parties acknowledge that they are currently engaged in a dispute concerning certain matters which they wish to resolve in a cooperative fashion.

B. The parties wish to promote communication among themselves to achieve a resolution of the dispute. For that purpose, they wish to use the services of Jeffrey Krivis to act as mediator.

1. The Mediator shall serve as a neutral intermediary and shall not act as an advocate for any party, nor shall the mediator provide any legal advice whatsoever.

2. The mediation sessions shall be private.

3. All records, reports or other documents considered by the mediator shall be confidential. Notwithstanding the foregoing, any evidence known to or in the possession of any of the parties prior to the mediation and otherwise admissible or subject to discovery independent of the mediation shall not be excluded from discovery or admission in evidence or otherwise considered confidential or privileged simply as a result of it having been used in connection with the mediation process.

4. The parties agree that the provisions of all state and federal rules protecting disclosures made during settlement negotiation from later discovery or use in evidence shall apply to any mediation conducted hereunder.

5. Evidence of anything said or of any admission made in the course of the mediation is not admissible in evidence, and disclosure of any such evidence shall not be compelled, in any civil or administrative action in which, pursuant to law, testimony can be compelled to be given.

6. Unless the document otherwise provides, no document prepared for the purpose of, or in the course of, or pursuant to the mediation is admissible in evidence, and disclosure of any such document shall not be compelled, in civil or administrative action in which pursuant to law, testimony can be compelled to be given.

7. Subdivision 6 does not limit the admissibility of evidence if all persons who conducted or otherwise participated in the mediation consent to its disclosure.

8. The parties agree that the mediator shall not be compelled to divulge confidential materials or testify about the mediation in any civil or administrative proceeding.

9. The parties agree to maintain the confidentiality of the mediation and shall not rely on, or introduce as evidence in any civil or administrative proceeding:

     (a) views expressed or suggestions made by the other party with respect to a possible settlement of the dispute;

     (b) admissions made by the other party during the mediation proceedings;

     (c) proposals made or views expressed by the mediator; or

     (d) the fact that the other party had or had not indicated willingness to accept a proposal for settlement made by the mediator.

10. These provisions shall apply to anything said, done or occurring in the course of the mediation, including any private caucus or discussions between the mediator and any party or counsel before or after the joint mediation session.

11. All conduct, statements, promises, offers, views, and opinions, oral or written, made during the mediation by any party or a party's agent, employee, or attorney are confidential and, where appropriate, are to be considered work product and privileged. Such conduct, statements, promises, offers, views and opinions shall not be subject to discovery or admissible for any purpose, including impeachment, in any proceeding involving the parties. Provided, however, that evidence otherwise subject to discovery or admissible is not excluded from discovery or admission in evidence simply as a result of it having been used in connection with this settlement process.

XYZ Corporation

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By: John Smith, attorney for XYZ

ABC, Inc.

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By: James Jones, General Counsel