Force Majeure. For purposes of this section, a "Force Majeure Event" shall be any event or condition that is not known to the Excused Party (as defined below), as of the date of this Agreement, to exist, is not reasonably foreseeable as of such date, and is not reasonably within the control of the Excused Party. Without limiting the foregoing, any of the following shall constitute a Force Majeure Event if the same meets the conditions expressed in the enumerated clauses of the preceding sentence: natural disaster, fire, explosion, epidemic, war, riot, civil disturbance, strike, lockout, labor slow-down, acts of governmental authority, and shortage of energy or material. Any period of time in which a party (the "Excused Party") must perform any obligation under this Agreement shall be extended by the period of time that a Force Majeure Event prevents such performance in whole or in material part or renders such performance so difficult or costly that such performance is commercially unreasonable, and the Excused Party shall not be liable for loss or damage incurred by the other party by reason of any delay in such performance during such period of extension. If the Force Majeure Event is of such a nature that the performance of the obligation will reasonably require an additional period of time following cessation of the Force Majeure Event, then the period of time in which the Excused Party must perform the obligation shall be further extended by such additional period of time, and the Excused Party shall not be liable for loss or damage incurred by the other party by reason of any delay in such performance during such additional period of time. If the period of time in which a party must perform any material obligation hereunder is extended for a period of more than six consecutive months pursuant to the preceding provisions of this section, either party may terminate this Agreement, without liability to the other party for such termination, by giving notice of termination given to the other party prior to the end of the period of extension. The foregoing provisions of this section shall not excuse any obligation to pay any amount which becomes due under this Agreement prior to termination of this Agreement, but payment for any performance the time for which is extended pursuant to such provisions may be suspended until such performance is rendered. Notices. [Alternative A] All notices and other communications under or with respect to this Agreement (including instruments tendered as full satisfaction of debts and other communications concerning disputed debts) shall be in writing (including by telegraph, telex, telecopier, and other available communication facilities providing written copy to the recipient party) and shall be effective when actually delivered to the party to which they are directed or when deposited in the United States mail, postage prepaid, addressed to the party to which they are directed at the address provided below for that party or at such other address as that party may designate by notice. The initial addresses are as follows: Notices. [Alternative B] All notices and other communications under or with respect to this Agreement (including instruments tendered as full satisfaction of debts and other communications concerning disputed debts) shall be in writing (including by telegraph, telex, telecopier, and other available communication facilities providing written copy to the recipient party) and shall be effective when actually delivered to the party to which they are directed or when deposited in the United States mail at a time when the postal service is not experiencing a strike or other disruption in service and no such strike or disruption is publicly expected within a seven day period following such deposit, postage prepaid, addressed to the party to which they are directed to the attention of the individual, and at the address, provided below for that party or to the attention of such other individual, or at such other address, as that party may designate by notice (such individual being referred to as the "Notice Individual" and such address being referred to as the "Notice Address"). Delivery of a notice or other communication to a party, if made at the Notice Address, shall be to an individual whom the noticing or communicating party reasonably believes is likely to transmit the notice or communication to the Notice Individual; provided that delivery by a commercial carrier shall be presumed to have been to such an individual. Delivery of a notice or other communication to a party at a place other than the Notice Address shall be only to the Notice Individual. A stamped receipt issued by a United States post office for registered mail shall be presumptive evidence of deposit in the United States mail, and a receipt signed by a responsible person for the recipient party or a delivery confirmation from a commercial messenger or courier shall be presumptive evidence of actual delivery. The initial Notice Addresses, and the initial designations of Notice Individuals are as follows: Notices. [Alternative C] Each notice and other communication to be given to a recipient Party under or with respect to this Agreement (including instruments tendered as full satisfaction of debts and other communications concerning disputed debts) shall be in writing (including by telegraph, telex, telecopier, and other available communication facilities providing written copy to the recipient Party) and shall be effective when actually delivered to the individual whom the recipient Party had last identified by notice as being authorized to receive notices and communications under this Agreement (such individual being referred to as the "Notice Individual"), wherever that Notice Individual may be found, or to the attention of the Notice Individual at such address as the recipient Party last designated by notice (such address being referred to as the "Notice Address"). Delivery of a notice or other communication to a recipient Party, if made at the Notice Address for the recipient Party, shall be to an individual whom the noticing or communicating Party reasonably believes is likely to transmit the notice or communication to the Notice Individual identified by the recipient party; provided that any delivery by a commercial carrier shall be presumed to have been to such an individual if the Notice Individual is identified on the notice or communication (or on a label on the exterior of any envelope or package containing the notice or communication, as the case may be). Delivery of a notice or other communication to the recipient Party at a place other than the Notice Address shall be effective only if it is to the Notice Individual for the recipient Party. A receipt signed by a responsible person for the recipient Party or a delivery confirmation from a commercial messenger or courier shall be presumptive evidence of the fact of such receipt or delivery. The initial Notice Addresses, and the initial designations of Notice Individuals are as follows: For___________: _______________________________ _______________________________ _______________________________ Attention:_____________________ Facsimile:____________ Confirming telephone:____________ For___________: _______________________________ _______________________________ _______________________________ Attention:_____________________ Facsimile:____________ Confirming telephone:____________ with a copy to Larry Lawyer Advocate, Lawyer & Counselor, P.C. 111 Seventeenth Street, Suite 1111 Denver, Colorado 80202 Facsimile: 303-111-1111 Confirming Telephone: 303-111-1112 Cooperation and Further Assurances. Each of the parties shall cooperate fully with one another and shall execute, deliver, file, and record such further and additional documents and instruments that the other party may reasonably request to effect further and more completely the transactions herein contemplated. Interpretation and Governing Law; Jurisdiction and Service of Process. This Agreement shall be construed as though prepared by both of the parties hereto. This Agreement, and the performances of the parties hereunder, shall be governed by the laws of the State of Colorado without giving effect to the principles of conflicts of laws that would otherwise provide for the application of the substantive law of another jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against either party in the courts of the State of Colorado or, if it has or can obtain jurisdiction, in the United States District Court for such state, and each party hereby consents for itself and its successors and assigns to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in this section may be served on either party anywhere in the world, whether within or without the State of Colorado, and may also be served upon either party in the manner provided above for giving notices to a party under this Agreement. Inurement and Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their heirs, personal representatives, successors, and assigns, but neither party may assign this Agreement or any right or obligation hereunder to any person without the written consent of the other party. No assignment of this Agreement or of any right or obligation hereunder shall relieve the assignor of its obligations hereunder without the written consent of the other party. No Third Party Beneficiaries. This Agreement creates no rights benefitting third parties, and no third party shall have any right to enforce any provision hereof, except as may be specifically provided herein. If any right benefitting a third party is specifically provided herein, the same may be amended (including deletion) by the parties hereto in the manner provided herein for amendments of this Agreement, without the consent of such third party, notwithstanding that the third party may have justifiably changed position in reliance on such provision prior to such amendment; and the third party shall be bound by such amendment effective as of the date specified by the parties hereto or, if no date is specified, as of the date of this Agreement. Modification and Waiver. This Agreement may not be modified except by a writing signed by the party or parties to be burdened by the effects of the modification. Neither party shall be deemed to have waived any right or remedy under or with respect to this Agreement unless such waiver is expressed in a writing signed by such party. No waiver of any right or remedy under or with respect to this Agreement by a party on any occasion or in any circumstance shall be deemed to be a waiver of any other right or remedy on that occasion or in that circumstance nor a waiver of the same or of any other right or remedy on any other occasion or in any other circumstance. Remedies Cumulative. The remedies provided in this Agreement are cumulative, and not exclusive, and are in addition to all remedies otherwise provided by law. Severability. If any provision in this Agreement is held to be invalid or unenforceable on any occasion or in any circumstance, such holding shall not be deemed to render the provision invalid or unenforceable on any other occasion or in any other circumstance nor to render any other provision hereof invalid or unenforceable, and to that extent the provisions of this Agreement are severable; provided, however, that this provision shall not preclude a court of competent jurisdiction from refusing so to sever any provision if severance would be inequitable to one or more of the parties. Headings and Interpretation. Headings and captions contained in this Agreement are solely for the convenience of the parties and are not to be considered in interpreting or construing this Agreement or the parties' rights, remedies, and obligations hereunder. The words "herein," "hereof," and "hereunder," when used in this Agreement, refer to this Agreement in its entirety. The word "include" and its derivatives mean by way of example and not by way of exclusion or limitation. Words in the singular include the plural and words in the plural include the singular, according to the requirements of the context. Words importing a gender include all genders. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the matters provided for herein and supersedes all prior agreements, whether oral or written, and all contemporaneous oral agreements with respect to such matters. Further, each party waives all claims, whether in tort or otherwise, for prior negligent misrepresentations made by the other party with respect to the matters provided for herein. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to constitute but one and the same instrument. This Agreement shall be effective if each party hereto has executed and delivered at least one counterpart hereof. In witness whereof, the parties have executed and delivered this Agreement as of the date first stated above.