SOUTHSIDE ARBITRATION & MEDIATION SERVICES, INC.

RULES FOR ARBITRATION

(Revised July 1, 2004)

Rule 1. Scope of Application

1.1 Where the parties to a contract have provided for arbitration under the S.A.M.S. Rules, they shall be deemed to have made these Rules a part of their arbitration agreement, except to the extent that they have agreed in writing, or on the record during the course of the proceeding, to modify these rules. These Rules, and any amendment thereof adopted by S.A.M.S., shall apply in the form obtaining at the time the arbitration is commenced.

1.2 These Rules shall govern the arbitration, except that, where any of these Rules is in conflict with a mandatory provision of applicable law, that provision of law shall prevail.

Rule 2. Notices

2.1 Notices shall be given in writing at the address specified in writing by the recipient or if no address has been specified, to the then business or residence address of the recipient. Notices may be given by mail, hand delivery, facsimile transmission or, if the parties and the Arbitrator(s) so agree, by e-mail. Notices shall be deemed to have been received on the date of delivery.

2.2 Time periods specified by these Rules or established by the Arbitrator(s) shall start to run on the day a notice is received, unless the Arbitrator(s) shall specifically provide otherwise.

Rule 3. Commencement of Arbitration

3.1 Parties wishing to submit an arbitration where there is not a pre-existing contract between the parties requiring arbitration through S.A.M.S. shall first execute the standard S.A.M.S. Contract For Arbitration and shall file same for acceptance and approval with S.A.M.S. The arbitration shall be deemed commenced on the date of acceptance of such Contract For Arbitration by the authorized S.A.M.S. representative.

3.2 For cases in which there is a pre-existing contract between the parties requiring arbitration through S.A.M.S. or pursuant to the S.A.M.S. rules, the arbitration shall be commenced by the filing of a Demand for Arbitration, with copy of same to the opposing parties, consisting of a brief statement of the nature of the dispute, a demand that the dispute be referred to arbitration pursuant to the S.A.M.S. rules, and the verbatim text of the arbitration clause or the separage arbitration agreement that is involved.

3.2 Within ten (10) days of the date of commencement of the arbitration, the Claimant shall file its Statement of Claim with S.A.M.S. and serve a copy of same upon the Respondent(s) or their attorneys..

3.3 The Statement of Claim shall include the following:

(a) The full names, descriptions and addresses of the parties;

(b) A statement of the general nature of the Claimant’s claim;

(d) The name and address of the arbitrator appointed by the Claimant unless the parties have agreed that neither shall appoint an arbitrator

3.4 Within fifteen (15) days after receipt of the notice of arbitration, the Respondent shall deliver to the Claimant a Statement of Defense . Failure to deliver a Statement of Defense shall not delay the arbitration; in the event of such failure, all claims set forth in the demand shall be deemed denied.

3.5 The Statement of Defense shall include:

(a) Any comment on the allegations of the Claimant’s Statement of Claim that the Respondent may deem appropriate.

(b) A statement of the general nature of the Respondent’s defense; and

(c) The name and address of the arbitrator appointed by the Respondent, unless the parties have agreed that neither shall appoint and arbitrator.

3.6 The Respondent may include in its Statement of Defense any Counterclaim which it may wish to assert, in which case it shall include, with respect to such Counterclaim:

(a) A statement of the general nature of the Counterclaim; and

(b) The relief or remedy sought.

3.7 If a counterclaim is asserted, within fifteen (15) days after receipt of the Statement of Defense, the Claimant shall deliver to the Respondent a reply to counterclaim which shall have the same elements as provided in Rule 3.5 for the notice of defense. Failure to deliver a Reply to a Counterclaim shall not delay the arbitration; in the event of such failure, all claims set forth in the Counterclaim shall be deemed denied.

3.8 Claims or counterclaims may be freely added or amended prior to the acceptance of appointment by the Arbitrator(s) and thereafter with the consent of the Arbitrator(s). Notices of defense or replies to amended claims or counterclaims shall be delivered within fifteen (15) days after the addition or amendment; provided, however, that, as in the case of claims or counterclaims originally asserted, failure to answer or reply to an amended claim or counterclaim shall be deemed a denial of all claims set forther therein..

3.9 All pleadings, filings and other written correspondence or submissions shall be delivered simultaneously to S.A.M.S., the Arbitrator(s) and all other parties to the case, or their duly authorized counsel. If a party utilizes an expedited form of delivery to file with S.A.M.S. and/or the Arbitrators (e.g., hand delivery or fax, as opposed to U.S.Mail), then it shall use an equally expedited form of delivery for the service copies to the opposing parties.

Rule 4. Representation

4.1 The parties may be represented or assisted by persons of their choice.

4.2 Each party shall communicate the name, address and function of such persons in writing to the other party and to the Arbitrator(s).

Rule 5. Selection of Arbitrators

5.1 The Tribunal will consist of one or more arbitrators appointed by the parties or selected by S.A.M.S., as provided hereinbelow. As used in these rules, the “Tribunal” shall mean the arbitrator or arbitrators duly selected and empaneled to hear the case.

5.1 The parties shall specify in the Contract For Arbitration the number of arbitrators to hear the case. Unless otherwise agreed by the parties, the tribunal shall consist of a tribunal of three arbitrators, one of whom shall chair the tribunal.

5.2 The parties shall attempt, in good faith, to agree upon a suitable arbitrator or arbitrators from the published list of qualified neutrals affiliated with S.A.M.S. If the parties are unable to agree on the arbitrators within 20 days of the commencement of the arbitration, then S.A.M.S. shall submit to the parties a list of three (3) candidates, if a sole arbitrator is to be selected, and a list of five (5) candidates if three arbitrators are to be selected. Such list shall include a brief statement of each candidate’s qualifications. Each party shall strike one candidate from the list, with the Claimant having the right to the first strike. In the event a party fails exercise such strike in writing within ten (10 ) days after submission of the list, that party shall be deemed to have assented to all the candidates listed thereon. S.A.M.S. shall appoint the Tribunal from those candidates who were not struck.

Rule 6. Qualifications, Challenges and Replacement of Arbitrators

6.1 Each arbitrator shall be independent and impartial.

6.2 By accepting appointment, each arbitrator shall be deemed to be bound by these Rules and any modification agreed to by the parties.

6.3 Each arbitrator shall promptly disclose in writing to the S.A.M.S. and the parties any circumstances that might cause doubt regarding the arbitrator’s independence or impartiality. Such circumstances include bias, interest in the result of the arbitration, and past or present relations with a party or its counsel.

6.4 Any arbitrator may be challenged if circumstances exist or arise that give rise to justifiable doubt regarding that arbitrator’s independence or impartiality; provided, however, that a party may challenge an arbitrator to whose appointment it has affirmatively agreed , as contemplated by Rule 5.2, only for reasons of which it becomes aware after the appointment has been made.

6.5 A party may challenge an arbitrator only by a notice in writing to S.A.M.S, with copy to the other party, given no later than fifteen days after (i) the parties have been notified that the Tribunal has been constituted, or (ii) the challenging party has become aware of the circumstances specified in Rule 6.4, whichever shall last occur. The notice shall state the reasons for the challenge with specificity.

6.6 When an arbitrator has been challenged by a party, the other parties may agree to the challenge or the arbitrator may voluntarily withdraw. Neither of these actions implies acceptance of the validity of the challenge.

6.7 If neither agreed disqualification with the consent of all parties nor voluntary withdrawal by the challenged arbitrator occurs, the challenge shall be decided by the President of S.A.M.S., whose determination shall be final.

6.8 In the event of death, resignation or successful challenge of an arbitrator, a substitute arbitrator shall be selected pursuant to the procedure by which the arbitrator being replaced was selected.

6.9 In the event that an arbitrator fails to act, or in the event the Tribunal determines that an arbitrator is de jure or de facto prevented from duly performing the functions of an arbitrator, the procedures provided in Rule 6.8. shall apply to the selection of a replacement.

6.10 If the sole arbitrator or the chair of the Tribunal is replaced, the successor shall decide the extent to which any hearings held previously shall be repeated. If any other arbitrator is replaced, the Tribunal in its discretion may require that some or all prior hearings be repeated.

Rule 7. Challenges to the Jurisdiction of the Tribunal

7.1 The Tribunal shall have the power to hear and determine challenges to its jurisdiction.

7.2 In the case of arbitrations brought pursuant to clauses contained in contracts or agreements between the parties which pre-date the The Tribunal shall have the power to determine the existence, validity or scope of the contract of which an arbitration clause forms a part, and/or of the arbitration clause itself. For the purposes of challenges to the jurisdiction of the Tribunal, the arbitration clause shall be considered as separable from any contract of which it forms a part.

7.3 Any challenges to the jurisdiction of the Tribunal, except challenges based on the award itself, shall be made not later than the Statement of Defense or, with respect to a counterclaim, the Reply to the counterclaim.

Rule 8. General Provisions Regarding Conduct of Arbitration

8.1 Subject to these Rules, the Tribunal may conduct the arbitration in such manner as it shall deem appropriate. The Chair shall be responsible for the organization of arbitral conferences and hearings and arrangements with respect to the functioning of the Tribunal.

8.2 The proceedings shall be conducted in an expeditious manner. The Tribunal is empowered to impose time limits it considers reasonable on each phase of the proceeding including without limitation the time allotted to each party for presentation of its case and for rebuttal.

8.3 Except as otherwise provided in these Rules or permitted by the Tribunal , no party or anyone acting on its behalf shall have any ex parte communication with any arbitrator with respect to any matter of substance relating to the proceeding or on any matter with the arbitrator it appointed, except that a party and the arbitrator it appointed may confer regarding the selection of the chairman of the Tribunal.

8.4 As promptly as possible after the selection of the Tribunal, the Tribunal shall hold an initial pre-hearing conference for the planning and scheduling of the proceeding. The objective of this conference shall be to discuss all elements of the arbitration with a view to planning for its future conduct. Matters to be considered in the initial pre-hearing conference may include, inter alia, the following:

(a) Procedural matters such as the timing and manner of any required discovery, the desirability of bifurcation or other separation of the issues in the arbitration; the scheduling of conferences and hearings, the scheduling of pre-hearing memoranda; the need for and type of record of conferences and hearings, including the need for transcripts; the amount of time allotted to each party for presentation of its case and for rebuttal; the mode, manner and order for presenting proof; the need for expert witnesses and how expert testimony should be presented; and the necessity for any on-site inspection by the Tribunal.

(a) The early identification and narrowing of the issues in the arbitration.

(b) The possibility of stipulations of fact and admissions by the parties solely for purposes of the arbitration, as well as simplification of document authenticaion;

After the initial conference, further pre-hearing or other conferences may be held as the Tribunal deems appropriate.

8.5 In order to define the issues to be heard and determined, the Tribunal may inter alia make pre-hearing orders for the arbitration and instruct the parties to file more detailed statements of claim and of defense and pre-hearing memoranda.

8.6 Unless the parties have agreed upon the place of arbitration, the Tribunal shall fix the place of arbitration. The award shall be deemed made at such place. Hearings may be held and the Tribunal may schedule meetings, including telephone meetings, wherever it deems appropriate.

Rule 9. Discovery

The Tribunal shall permit and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The Tribunal may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery.

Rule 10. Evidence and Hearings

10.1 The Tribunal shall determine the manner in which the parties shall present their cases. Unless otherwise determined by the Tribunal, the presentation of a party’s case shall include the submission of a pre-hearing memorandum including the following elements:

(a) A statement of facts;

(b) A statement of each claim being asserted;

(d) A statement of the relief requested including the basis for any damages claimed; and

(e) A statement of the evidence to be presented, including the name, capacity and subject of testimony of any witnesses to be called and an estimate of the amount of time required for the witnesses direct testimony.

10.2 Evidence may be presented in written or oral form as the Tribunal may determine is appropriate. The Tribunal is not required to apply the rules of evidence used in judicial proceedings; provided, however, that the Tribunal shall apply the lawyer-client privilege and the work-product immunity. The Tribunal shall determine the applicability of any privilege or immunity and the admissibility, relevance, materiality and weight of the evidence offered.

10.3 The Tribunal, in its discretion may require the parties to produce evidence in addition to that initially offered. It may also appoint experts whose testimony shall be subject to cross-examination and rebuttal.

10.4 The Tribunal shall determine the manner in which witnesses are to be examined. The Tribunal shall have the right to exclude witnesses from hearings during the testimony of other witnesses.

Rule 11. Interim Measures of Protection

11.1 At the request of a party, the Tribunal may take such interim measures as it deems necessary in respect of the subject matter of the dispute, including measures for the preservation of assets, the conservation of goods or the sale of perishable goods. The Tribunal may require security for the costs of such measures

11.2 A request for interim measures by a party to a court shall not be deemed incompatible with the agreement to arbitrate or as a waiver of that agreement.

Rule 12 The Award

12.1 The Tribunal may make final, interim, interlocutory and partial awards. An award may grant any remedy or relief which the Tribunal deems just and equitable and within the scope of the agreement of the parties, including but not limited to specific performance of a contract. With respect to any interim, interlocutory or partial award, the Tribunal may state in its award whether or not it views the award as final, for purposes of any judicial proceedings in connection therewith.

12.2 All awards shall be in writing and shall state the reasoning on which the award rests unless the parties agree otherwise. When there are three arbitrators, the award shall be made and signed by at least a majority of the arbitrators; and if the award decides a number of issues, the part of the award relating to each issue shall be made and signed by at least a majority of the arbitrators.

12.3 A member of the Tribunal who does not join in an award may file a disserting opinion. Such opinion shall not constitute part of the award.

12.4 Executed copies of awards and of any dissenting opinion shall be delivered by the Tribunal to the parties.

12.5 Within fifteen days after receipt of the award, either party, with notice to the party, may request the Tribunal to correct in an award errors in computation, and clerical or typographical errors, or any errors of a similar nature. Within thirty days after the delivery of an award to the parties, the Tribunal may make corrections on its own initiative and corrections requested by either party. All such corrections shall be in writing.

12.6 After expiration of the thirty- day period provided in Rule 12.5, awards shall be final and binding on the parties and the parties shall undertake to carry out awards without delay.

Rule 13. Failure to Comply with Rules

Whenever a party fails to comply with these rules in a manner deemed material by the Tribunal, the Tribunal shall fix a reasonable period of time for compliance and, if the party does not comply within said period, the Tribunal may impose a remedy it deems just, including an award on default. Prior to entering an award on default the Tribunal may require the non-defaulting party to produce evidence and legal argument in support of its contentions, which the Tribunal may receive without the defaulting party’s presence or participation.

Rule 14. Costs

14.1 Each arbitrator shall be compensated at an hourly rate or flat fee, as set by S.A.M.S. and as agreed to by the parties at the time of appointment. The arbitrator shall be entitled to compensation for all time spent in connection with the arbitration proceeding, including time spent reviewing the record and preparing an Award, and shall be reimbursed for any travel and other necessary expenses.

14.2 S.A.M.S. shall establish and shall be entitled to recovery of all costs of arbitration, including, but not limited to (a) fees of the arbitrators; (b) administrative charges and expenses of S.A.M.S. in connection with the arbitration; (c) costs of a transcript, where applicable; (d) copying charges; (e) the costs of meeting and hearing facilities; and (f) any other reasonable costs and expenses which may be necessary or appropriate to the proper conduct of the proceedings.

14.3 S.A.M.S. may require each party to deposit an equal amount as an advance for the fees and costs referred to in Rule 14.2 and, during the course of the proceeding, it may request supplementary deposits from the parties. If the requested deposits are not paid in full within twenty days after receipt of the request, S.A.M.S. shall so inform the parties in order that jointly or severally they may make the required payment. If such payment is not made, S.A.M.S. may suspend or terminate the proceedings.

14.4 After the award has been rendered, S.A.M.S. shall return any unexpended balance from deposits made to the parties as may be appropriate.

14.5 Subject to agreement of the parties to the contrary, the Tribunal may apportion the costs of the arbitration proceedings, including attorney’s fees and expenses of a prevailing party, against a non-prevailing party, in such manner as the Tribunal deems just and reasonable, taking into account the cirumstances of the case, the conduct of the parites during the proceedings, the outcome of the case, and any other factors which it deems just and reasonable.

14.6 S.A.M.S. requires that all fees associated with the proceeding be paid in full prior to the release of the award by the Tribunal.

Rule 15. Confidentiality

The parties and the arbitrators shall treat the proceedings, and related discovery and the decisions of the Tribunal, as confidential, except in connection with a judicial challenge to, or enforcement of, an award, and unless otherwise required by law.

Rule 16. Settlement and Mediation

16.1 Either party may propose settlement negotiations to the other party at any time. The Tribunal may suggest that the parties explore settlement at such times as the Tribunal may deem appropriate and shall suggest that they do so at or before conclusion of the hearing. The Tribunal shall give such assistance in settlement negotiations as the parties may request and the Tribunal may deem appropriate.

16.2 With the consent of the parties, the Tribunal at any stage of the proceeding may arrange for mediation of the claims asserted in the arbitration by a mediator acceptable to the parties. The Mediator shall be a person other than a member of the Tribunal, unless the parties request and the Tribunal agrees that a member of the Tribunal designated by the parties may serve as Mediator. The Tribunal may provide the Mediator with whatever factual and legal material developed in the arbitration it deems appropriate and may permit the Mediator to attend conferences and hearings held in connection with the arbitration.

Rule 17. Actions Against S.A.M.S. or Arbitrators

Neither S.A.M.S. nor any arbitrator shall be liable to an party for any act or omission in connection with any arbitration conducted under these Rules.

Rule 18. Waiver

A party knowing of a failure to comply with any provision of these Rules and neglecting to state its objections promptly waives any objection thereto.

Rule 19. Indemnification and Hold Harmless

All parties shall agree, prior to any arbitration, to hold harmless the Arbitrator(s), S.A.M.S., and each and all of its officers, agents or employees, from any claims, demands, suits or causes of action arising out of or related in any way to the arbitration. The parties further shall further agree to indemnify the Arbitrators and S.A.M.S., together with its officers, agents or employees, against any costs or expenses, including attorney’s fees, incurred as a result of any claim, demand, suit, dispute, litigation or cause of action by any party arising from or related to the arbitration.

Revised and effective as of July 1, 2004.

These Rules supersede any prior published S.A.M.S. Rules.

Southside Arbitration & Mediation Services, Inc.

150 Howard Lane

Fayetteville, GA 30215

770-719-9440 Fax: 770-719-9310