1. Remedies, Jurisdiction, Arbitration and Governing Law.  Money damages 
would not be a sufficient remedy for any breach of this Agreement by 
Optionor, and the Optionee shall be entitled to specific performance and 
injunctive relief as remedies upon proof of any such breach.  Such remedies 
shall not be deemed to be the exclusive remedies for a breach of this 
Agreement by Optionor or any of its Representatives but shall be in addition 
to all other remedies available at law or in equity to the Optionee.  
Excepting the right of Optionee to seek such relief, all claims and matters 
in question arising out of this Agreement or the relationship between the 
parties created by this Agreement, whether sounding in contract, tort or 
otherwise, shall be resolved by binding arbitration pursuant to the Federal 
Arbitration Act. The arbitration shall be administered by the American 
Arbitration Association ("AAA").  There shall be three arbitrators. Each 
party shall designate an arbitrator, who need not be neutral, within 30 days 
of receiving notification of the filing with the AAA of a demand for 
arbitration.  The two arbitrators so designated shall elect a third 
arbitrator.  If either party fails to designate an arbitrator within the time 
specified or the two parties' arbitrators fail to designate a third 
arbitrator within 30 days of their appointments, the third arbitrator shall 
be appointed by the AAA. It is expressly agreed that the arbitrators shall 
have no authority to award punitive or exemplary damages, the parties hereby 
waiving their right, if any, to recover punitive or exemplary damages, either 
in arbitration or in litigation. The place of the arbitration shall be New 
York, New York.