Any disputes of whatever nature arising in connection with the execution and operation of this agreement shall be submitted to a mediator agreed upon by the parties for non-binding, confidential mediation.  If the matter cannot be resolved with the aid of a mediator, it shall be submitted to final and binding, confidential arbitration pursuant to Section 19 of the Employment Agreement, or such other rules as agreed to by the parties.  The decision of the arbitrator shall be final and binding on all parties.  Company shall pay the arbitrator's administrative fees.  Each party shall pay one-half of the arbitrator’s fees and each party shall pay his, her or its own attorney fees, except that the arbitrator shall retain the discretion to award attorney fees where authorized by statute or other binding authority.  Any arbitration hearing shall be conducted in Portland, Oregon.  Both parties agree that the procedures outlined in this paragraph are the exclusive methods of dispute resolution.