1. It is understood that to have an effective mediation it is important that a representative of each party with authority to settle the dispute be present at the mediation conference. The parties and their counsel agree to use their best efforts to ensure that this happens.

2. It is agreed that the mediation will be conducted under the auspices of Com-One Solutions Inc. These rules should be read and discussed by the parties and their counsel before attending the conference.

3. It is understood that to have an effective mediation it is important that parties use their best efforts to isolate points of agreement and disagreement, to explore alternative solutions and to consider compromises or accommodations.

4. It is agreed that prior to the mediation conference, each party (or their counsel) will prepare a brief summary of the issues in dispute outlining their viewpoints in respect of them. The summaries will be delivered to Com-One Solutions Inc. on or before the date specified in the confirmation letter.

5. It is agreed that prior to the mediation conference the parties will exchange relevant information and documentation upon which the parties intend to rely. Parties are encouraged to negotiate the terms and conditions of this exchange. This exchange should take place not less than 5 working days prior to the mediation conference.

6. It is agreed that the mediator will not act as legal counsel for either party during the mediation conference.

7. It is agreed that the mediator may disclose to any party or to his or her counsel any information provided by the other party which the mediator believes to be relevant to the issues being mediated unless a party or his or her counsel has specifically requested the mediator to keep certain information confidential and in that event the mediator shall not disclose that information.

8. It is agreed that where a settlement is reached in a dispute, the parties and their counsel will carry out the terms of the settlement as soon as possible.

9. It is agreed that the mediation conference may be terminated at any time by any party, his or her counsel, or the mediator for any reason.

10. Unless otherwise agreed, each party will be responsible for an equal share of the cost of the mediation and that the fees billed by Com-One Solutions Inc. will be paid in full within 30 days of the mediation conference. If the fees are not paid within 30 days, interest at the rate stated on the billing invoice will be charged and payable until the whole amount is paid in full.

11. It is agreed that cancellation or postponement of a mediation conference less than 48 hours prior to the scheduled date will result in a fee payable by one or both of the parties as set out in Fee Schedule "B". (Note: 48 hours does not include the mediation date but includes the date on which notice is given, if it is received before noon on that day.)

12. It is agreed that Com-One Solutions Inc. will be paid directly by the parties for any additional time over what is scheduled and any additional mediation services supplied, including extra conferences, telephone calls and pre-mediation meetings. In the event the parties agree that the mediation continue beyond the time scheduled by Com-One Solutions Inc., the mediator"s additional costs will be charged accordingly.

13. It is agreed that the mediation conference is a "without prejudice" settlement negotiation session and accordingly, and to the extent allowed by law, the subject matter of these negotiations is not admissible in any proceedings. It is further agreed that the parties will not subpoena or otherwise require the mediator to testify or produce any notes or other records respecting these negotiations in any proceedings.