This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado excluding that body of law pertaining to conflicts of laws.  Each of the parties (a) irrevocably submits itself to the personal jurisdiction of each state or federal court sitting in the State of Colorado, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein, (b) agrees that every such suit, action or proceeding shall be brought, heard and determined exclusively in the state or federal courts located in Douglas County, Colorado (provided, however, that, in the event subject matter jurisdiction is unavailable in or declined by such courts, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in the State of Colorado), (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein in any other court, and (e) waives any defense of inconvenient forum to the maintenance of any suit, action or proceeding so brought.