Agreement 2

Andrew Fraley Ltd.

Mediation

Agreement to mediate p2

Phone: +44 1275 855992

Fax: +44 1275 859080

E-mail: andrew@andrew-fraley.com

Confidentiality

The parties recognise that the Mediation Session is for the purpose of attempting to achieve a negotiated settlement and as such, all information provided during the Mediation Session is without prejudice and will be inadmissible in any litigation or arbitration of the dispute. Evidence which is otherwise admissible shall not be rendered inadmissible as a result of its use in the Mediation Session. The parties will not subpoena or otherwise require the Mediator to testify or produce records, notes or any other information or material whatsoever in any future or continuing proceedings.

All documents, statements, information and other material produced or given for or during the mediation whether in writing or orally, shall be held in confidence by the parties and shall be used solely for the purpose of the mediation. At the termination of the mediation all such material shall be returned to the originating party or forthwith destroyed at their option.

Termination of the Mediation Session

Either of the parties or the Mediator shall be entitled in their absolute discretion to terminate a Mediation Session at any time without giving reason therefor.

General Conditions

a) Clause 6(a) and 6(b) in no way fetters the legitimate use in enforcement proceedings or otherwise of any written or signed settlement agreement reached in or as a result of this mediation. Any constraints on disclosure included in such settlement agreement will have effect in accordance with their terms.

b) No statements of comments, whether written or oral, made or used by the parties or their representatives or the Mediator within the mediation shall be relied upon to found or maintain any action for defamation, libel, slander or any related complaint and this document may be used in evidence for any such action.

c) The parties jointly and severally release and discharge the Mediator in respect of all liability of any kind whatsoever which may be alleged to arise in connection with or to relate in any way to this mediation.

d) The parties confirm that they or their representatives who will appear on their behalf at the Mediation sessions will have the authority to commit and bind them to any agreement arrived at through mediation.

Signed: …………………………..…..………..