Any controversy or claim arising out of or in connection with this Agreement or any breach of this Agreement or default under this Agreement shall be settled by binding arbitration in the City of Dallas, Texas, in accordance with the rules of the American Arbitration Association, and, judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  Such arbitration shall be conducted by a panel of arbitrators, one (1) of which shall be selected by RHC, one (1) shall be selected by Powin Corporation, and the third (3 rd ) shall be selected by the two (2) other arbitrators.  Each party shall bear the cost of the arbitrator selected by them, and the cost of the third (3 rd ) arbitrator and the arbitration shall be split equally among the parties to the arbitration.