AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS

All equipment, tools, furniture, and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closing;

All inventories of supplies, raw materials, parts, and finished goods owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course of the Seller's business;

All the Seller's rights under Contracts listed on Schedule 8.07;

Leasehold improvements installed by the Seller on the premises that are the subject of the lease agreement identified in item _____ on Schedule 1.01(d);

All the Seller's rights under purchase orders, including those entered into in the ordinary course of business before the Closing;

The Seller's name and goodwill;

All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as listed on Schedule 8.13, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date;

To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the business of the Seller, including without limitation all such items listed on Schedule 1.01(h) and all such items granted or received on or before the Closing Date;

All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.01(i) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date;

All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.01(j) and all such items arising or acquired on or before the Closing Date;

All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the business of the Seller and all other such items reflected on the Financial Statements described in Section 8.04;

All assignable rights, if any, to all telephone lines and numbers used in the conduct of the business of the Seller, including without limitation those listed on Schedule 1.01(m).

Assumed Liabilities.

The Buyer will accept the assignment and assume responsibility for all unfilled orders from customers of the Seller assigned to the Buyer pursuant to Section 1.01(e) and will assume responsibility of payment for purchase orders for inventory items that have been placed by the Seller before the Closing but that will not be delivered until after the Closing. The Buyer will assume and perform the Seller's obligations under the Contracts listed on Schedule 8.07 arising on or after the Closing Date.

The Buyer will accept the assignment and assume responsibility for Seller's obligations pursuant to the promissory note between Seller and Benjamin M. Nelson dated January 10, 2015 and attached hereto as Exhibit I.

Liabilities Not Assumed. Except for the liabilities and obligations to be assumed by the Buyer under Section 1.02(a), the Buyer will not assume and will not be liable for any liabilities of the Seller, known or unknown, contingent or absolute, accrued or other, and the Assets will be free of all liabilities, obligations, liens, and encumbrances. Without limiting the generality of the foregoing and except as otherwise provided above, the Buyer will not be responsible for any of the following:

Liabilities, obligations, or debts of the Seller, whether fixed, contingent, or mixed, and whether based on events occurring before or after the Closing, including without limitation those based on tort, contract, statutory, or other claims or involving fines or penalties payable to any governmental authority;

Liabilities, obligations, or debts of the Seller for any federal, state, or local tax, including without limitation federal income taxes, state income and excise taxes, state and local real and personal property taxes, and federal, state, and local withholding and payroll taxes;

Liabilities or obligations of the Seller to employees for salaries, bonuses, or health and welfare benefits or with respect to any profit-sharing, stock bonus, pension, retirement, stock purchase, option, bonus, or deferred compensation plan or for any other benefits or compensation (including without limitation accrued vacation);

Liabilities or obligations of the Seller for employee severance payments or arrangements resulting from termination of the Seller's employees;

Liabilities or obligations of the Seller relating to issuances of securities;

Liabilities or obligations of the Seller incurred in connection with distributions to members or any corporate dissolution; and

Liabilities or obligations of the Seller under any environmental law.

$972,500.00 for all Assets other than Inventory; and

The assumption by the Buyer of:

The liabilities of the Seller to the extent and in the amounts identified in Section 1.02, to the extent that such liabilities are not paid or discharged before the Closing Date;

All liabilities of the Seller of a type identified in Section 1.02 and incurred in the ordinary course of business on or before the Closing Date (to the extent that such liabilities are not paid or discharged before the Closing Date);

All obligations of the Seller under any lease, contract, agreement, commitment, understanding, purchase order, sales order, document, or instrument entered into by the Seller between the date of this Agreement and the Closing Date that the Buyer, in its sole discretion, elects on or before the Closing Date to assume.

The Note and the Security Agreement described in Section 5.02 above, substantially in the form attached as Exhibits B and B-1;

The Assignment and Assumption Agreement, substantially in the form attached as Exhibit C;

The Noncompetition Agreement between the Buyer, the Seller, and the Selling Member, substantially in the form attached as Exhibit D;

The Earnout Agreement in favor of the Selling Member, attached hereto as Exhibit E (the "Earnout"), such that the Purchase Price may be supplemented by a payment calculated and paid as therein provided;

Employment Agreements between Buyer and Selling Member and Buyer and Michael Lausmann, attached hereto as Exhibits F-1 and F-2

The Seller is not in default under any Contract, nor, to the Seller's and the Selling Member's best knowledge, does there exist any event that, with notice or the passage of time or both, would constitute a default or event of default by the Seller under any Contract.

No power of attorney or similar authorization given by the Seller is currently in effect or outstanding. No Contract limits the freedom of the Seller to compete in any line of business or with any person.

Each of the Contracts is valid, binding, and enforceable by the Seller in accordance with its terms and is in full force and effect. There is no pending or threatened proceeding that would interfere with the quiet enjoyment of any leasehold of which the Seller is the lessee or sublessee. All other parties to the Contracts have consented or, before the Closing, will have consented (when such consent is necessary) to the consummation of the transaction contemplated by this Agreement without requiring modification of the Seller's rights or obligations under any Contract.

The Seller is not aware of any default by any other party to any Contract or of any event that (whether with or without notice, lapse of time, or both) would constitute a default by any other party with respect to obligations of that party under any Contract, and, to the knowledge of the Seller and the Selling Member, there are no facts that exist indicating that any of the Contracts may be totally or partially terminated or suspended by the other parties.

To the Seller's knowledge, no Contract will result in any loss to the Seller on the performance thereof (including any liability for penalties or damages, whether liquidated, direct, indirect, incidental, or consequential).

Labor Matters.

The Seller is not a party or otherwise subject to any collective bargaining or other agreement governing the wages, hours, or terms of employment of its employees.

There is no (a) unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any other governmental authority; (b) labor strike, slowdown, or work stoppage actually occurring or, to the best knowledge of the Seller and the Selling Member, threatened against the Seller; (c) representation petition regarding the Seller's employees pending before the National Labor Relations Board; or (iv) grievance or any arbitration proceeding pending arising out of or under collective bargaining agreements applicable to the Seller.

The Seller has not experienced any primary work stoppage or other organized work stoppage involving its employees in the past two years.

Employment Claims. Except as disclosed on Schedule 8.11(b), no claim is pending or, to the Seller's knowledge, threatened by or on behalf of any of its employees under any federal, state, or local labor or employment laws or regulations.

Employee Benefits. Schedule 8.11(c) lists all pension, retirement, profit-sharing, deferred compensation, bonus, commission, incentive, life insurance, health and disability insurance, hospitalization, and all other employee benefit plans or arrangements (including, without limitation, any contracts or agreements with trustees, insurance companies, or others relating to any such employee benefit plans or arrangements) established or maintained by the Seller (the "Plans"), and complete and accurate copies of all of the Plans have been provided to the Buyer. None of the Plans is a defined benefit pension plan under Title IV of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

Employment Agreements. Except as disclosed on Schedule 8.11(d), each of the Seller's employees is an "at-will" employee and no written employment, commission, or compensation agreement of any kind exists between the Seller and any of its employees. Schedule 8.11(d) lists all of the Seller's employment or supervisory manuals, employment or supervisory policies, and written information generally provided to employees (such as applications or notices), and true and complete copies of those manuals, policies, and written information have been provided to the Buyer. The Seller does not have any agreements or understandings with its employees except as reflected in the items listed on Schedules 8.11(c) and 8.11(d).

Compensation. Schedule 8.11(e) contains a complete and accurate list of all officers, employees, and consultants of the Seller, specifying their names and job designations, the total amount paid or payable as compensation to each of them, and the basis of such compensation, whether fixed or commission or a combination thereof, and benefits accrued by them through the date of this Agreement.

Severance. Except as set forth on Schedule 8.11(f), the Seller has no severance pay plan, policy, practice, or agreement with any of its employees.

Real Property. Schedule 8.12(a) contains a complete and accurate list of all real property owned or leased by the Seller (the "Real Property").

Personal Property. Schedule 8.12(b) contains a complete and accurate list of all the tangible personal property owned by the Seller (the "Tangible Personal Property"). The Assets include all the assets, properties, and rights owned or used by the Seller in its business.

Real Property Improvements. All the Improvements to the Real Property are included in the Assets.

The Seller owns (and at Closing the Buyer will acquire) all the Assets free and clear of all mortgages, pledges, security interests, options, claims, charges, or other encumbrances or restrictions of any kind, except for (a) liens disclosed on Schedule 8.15(a) and (b) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Current Balance Sheet).

The Seller has (and at Closing the Buyer will acquire) good and marketable title to the Assets.

All Tangible Personal Property has been maintained and operated in accordance with manufacturers' specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of the Seller's business.

There are no defects or liabilities affecting any of the Tangible Personal Property that might detract from the value of the property or assets, interfere with any present or intended use of any of the property or assets, or affect the marketability of the property or assets, in each case, other than those that will not have a Material Adverse Effect.

The plants, buildings, and structures included in the Real Property currently have access to (a) public roads or valid easements over private streets or private property for ingress to and egress from the Real Property; and (b) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage, and other public utilities, in each case as is necessary for the conduct of the Business.

None of the material structures on the Real Property encroaches on real property of another person, and no structure of any other person substantially encroaches on any of the Real Property.

To the best of Seller's knowledge, neither the current operations on the Real Property nor any improvements on the Real Property violate any applicable building code, zoning requirement, or other statute or ordinance, and the Seller has not received any notice of any pending or contemplated special assessments against the Real Property.

There are no material structural defects in any structure on the Real Property; all electrical wiring, heating, cooling, and plumbing systems are in good working order; all utility connections enter the Real Property through either adjoining public streets or private easements that will inure to the benefit of the Buyer; and no structures are located on utility lines or encroach on utility rights-of-way.

The Assets are provided without any warranty, whether express or implied. This applies in part but not exclusively to a warranty of marketability and suitability for a particular purpose as well as a warranty of non-violation of applicable law. Assets are taken AS-IS, WHERE-IS, with all faults and defects.

Any Material Adverse Change or any event, occurrence, development, or state of circumstances or facts that could reasonably be expected to result in a Material Adverse Change;

Any damage, destruction, or casualty loss, whether insured against or not, to any of the Assets;

Any entry into any agreement, commitment, or transaction (including, without limitation, any borrowing, capital expenditure, or capital financing or any amendment, modification, or termination of any existing agreement, commitment, or transaction) by the Seller, except agreements, commitments, or transactions in the ordinary course of business and consistent with past practices or as expressly contemplated in this Agreement;

Any conduct of business that is outside the ordinary course of business or not substantially in the manner that the Seller previously conducted its business;

Any purchase or other acquisition of property or any sale, lease, or other disposition of property, or any expenditure, except in the ordinary course of business;

Any incurrence of any noncontract liability known to the Seller that, either singly or in the aggregate, is material to the Business, results of operations, financial condition, or prospects of the Seller;

Any encumbrance or consent to encumbrance of any property or assets except in the ordinary course of business; or

Any change in the assets, liabilities, licenses, permits, or franchises of the Seller, or in any agreement to which the Seller is a party or is bound, that has had or reasonably could be expected to have a Material Adverse Effect.

Definitions. As used in this Agreement,

"Environmental Law" means any federal, state, or local statute, ordinance, or regulation pertaining to the protection of the environment and any applicable orders, judgments, decrees, permits, licenses, or other authorizations or mandates under such statutes, ordinances, or regulations; and

"Hazardous Substance" means any hazardous, toxic, radioactive, or infectious substance, material, or waste as defined, listed, or regulated under any Environmental Law.

Compliance. Except as disclosed on Schedule 8.18, the Seller, the Seller's business, and the Assets are in compliance with all Environmental Laws and the Seller has all permits required under Environmental Laws in connection with the construction, ownership, or operation of the Assets and the Seller's business. The Seller is not aware of and has not received notice of any past, present, or anticipated future events, conditions, activities, investigation, studies, plans, or proposals that (a) would interfere with or prevent compliance by the Seller, the Seller's business, or the Assets with any Environmental Law or (b) may give rise to any common-law or other liability, or otherwise form the basis of a claim, action, suit, proceeding, hearing, or investigation, involving the Seller, the Seller's business, or the Assets and related in any way to Hazardous Substances or Environmental Laws.

Hazardous Substances. Except as disclosed on Schedule 9.17:

No Hazardous Substance has been disposed of, spilled, leaked, or otherwise released on, in, under, or from, or otherwise come to be located in the soil or water (including surface water and groundwater) on or under, the Real Property or any other real property owned, leased, or occupied by the Seller in connection with the Seller's business now or in the past;

None of the Assets have incorporated into them any asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls (in electrical equipment or otherwise), lead-based paint, or any other Hazardous Substance that is prohibited, restricted, or regulated when present in buildings, structures, fixtures, or equipment;

All wastes generated in connection with the Seller's business are and have been transported to and disposed of at an authorized waste disposal facility in compliance with all Environmental Laws; and

The Seller is not liable under any Environmental Law for investigation, remedial, removal, or other response costs, natural resources damages, or other claims (including administrative orders) arising out of the release or threatened release of any Hazardous Substance at the Real Property or any other facility, and no basis exists for any such liability.

Underground Storage Tanks. Except as disclosed on Schedule 8.18, there are no underground storage tanks on the Real Property (whether or not regulated and whether or not out of service, closed, or decommissioned).

Environmental Records. Except as disclosed on Schedule 8.18, the Seller has disclosed and made available to the Buyer true, complete, and correct copies or results of any reports, studies, analyses, tests, monitoring, correspondence with governmental agencies, or other documents in the possession of or initiated by the Seller or otherwise known to the Seller and pertaining to the existence of Hazardous Substances, to compliance with Environmental Laws, or to any other environmental concern relating to the Assets or the Seller's business.

The Selling Member understands that the Shares are a speculative investment and involves a risk of loss of the Seller's investment.

The Selling Member understands that the Seller may be unable to liquidate its investment in the Shares.

The Selling Member has the knowledge and experience in financial and business matters necessary to make the Seller capable of evaluating the merits and risks of an investment in the Shares.

The Selling Member has had the opportunity to ask questions and receive answers concerning the Buyer and the terms and conditions of the issuance of the Shares, and to obtain any additional information deemed necessary by the Selling Member to evaluate the merits and risks of an investment in the Shares. The Selling Member has obtained all the information it desires in connection with the Shares.

The Selling Member is acquiring the Shares solely for the Selling Members own account, for investment, and not with a view to or for resale in connection with any distribution of the Shares.

The Selling Member has no oral or written agreement or plan to sell, assign, or otherwise negotiate the Shares.

The Selling Member understands that the Seller must bear the economic risk of owning the Shares for an indefinite period of time.

Continue to operate the business that is the subject of this Agreement in the usual and ordinary course and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve its business organization and to preserve the continued operation of its business with its customers, suppliers, and others having business relations with the Seller;

Not assign, sell, lease, or otherwise transfer or dispose of any of the Assets used in the performance of its business, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation;

Maintain all the Assets other than inventory in their present condition, reasonable wear and tear and ordinary usage excepted, and maintain the inventory at levels normally maintained; and

Notify the Buyer promptly in the event of any material change in the Assets or the Seller's business before Closing or any material adverse change in the financial condition of the Seller or of any breach of a representation or warranty provided in this Agreement.

Before the Closing, the Seller will deliver to the Buyer a list of the names of all persons on the Seller's payroll, together with a statement of amounts paid to each during the Seller's most recent fiscal year and amounts paid for services from the beginning of the current fiscal year to the Closing. Before the Closing, the Seller will also provide the Buyer with a schedule of all employee bonus arrangements and a schedule of other material compensation or personnel benefits or policies in effect.

Before the Closing, the Seller will not, without the Buyer's prior written consent, enter into any material agreement with its employees, increase the rate of compensation or bonus payable to or to become payable to any employee, or effect any changes in the management, personnel policies, or employee benefits, except in accordance with existing employment practices.

The Seller will undertake all action necessary or appropriate to permit the Buyer, if the Buyer so desires, to take over the Seller's pension and profit-sharing plan as a successor employer, and will cooperate with the Buyer with respect to this undertaking.

As of the Closing, the Seller will terminate all of its employees who do not have employment agreements that are transferable to the Buyer and will pay each employee all wages, commissions, and accrued vacation pay earned up to the time of termination, including overtime pay.

Any breach or inaccuracy of any representation or warranty of the Seller or the Selling Member made in this Agreement or any Related Agreement;

Any failure by the Seller or the Selling Member to perform any covenant required to be performed by it pursuant to this Agreement or any Related Agreement; and

Any liability or obligation of the Seller arising out of or in connection with the ownership, use, condition, maintenance, or operation of the Seller's business or the Assets by the Seller or its members on or before the Closing, in either case not expressly assumed by the Buyer in accordance with the terms of this Agreement.

If any claim is asserted against the Buyer that would give rise to a claim by the Buyer against the Seller or the Selling Member for indemnification under Section 15.02, then the Buyer will promptly give written notice to the Seller concerning such claim and the Seller and the Selling Member will, at no expense to the Buyer, defend the claim.

Any breach or inaccuracy of any representation or warranty of the Buyer made in this Agreement or any Related Document;

Any failure by the Buyer to perform any covenant required to be performed by it pursuant to this Agreement or any Related Document; and

Any liability or obligation of the Seller to any third party expressly assumed by the Buyer in accordance with the terms of this Agreement.

Third-Party Claims.

Each indemnified party will, with reasonable promptness after obtaining knowledge thereof, provide the indemnifying party with written notice of all third-party actions, suits, proceedings, claims, demands, or assessments that may be subject to the indemnification provisions of this Section 15.04 (collectively, "Third-Party Claims"), including, in reasonable detail, the basis for the claim, the nature of Damages, and a good-faith estimate of the amount of Damages.

The indemnifying party will have 15 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party agrees that the claim is subject to Section 15.04 and, if so, whether the indemnifying party elects to undertake, conduct, and control, through counsel of its choosing [(subject to the consent of the indemnified party, such consent not to be withheld unreasonably)], and at its sole risk and expense, the good-faith settlement or defense of the Third-Party Claim.

If within 15 days after its receipt of the claim notice, the indemnifying party notifies the indemnified party that it elects to undertake the good-faith settlement or defense of the Third-Party Claim, the indemnified party will reasonably cooperate with the indemnifying party in connection therewith, including, without limitation, by making available to the indemnifying party all relevant information material to the defense of the Third-Party Claim. The indemnified party will be entitled to participate in the settlement or defense of the Third-Party Claim, at its own expense, through counsel chosen by the indemnified party. The indemnified party will have the right to review any proposed settlement that would impose an obligation or duty on the indemnified party, and, if the indemnified party objects to such a settlement, the settlement may not be undertaken. As long as the indemnifying party is contesting the Third-Party Claim in good faith and with reasonable diligence, the indemnified party will not pay or settle the Third-Party Claim. Notwithstanding the foregoing, the indemnified party will have the right to pay or settle any Third-Party Claim at any time as long as the indemnified party waives any right to indemnification for such claim from the indemnifying party.

If the indemnifying party fails to provide notice that it elects to undertake the good-faith settlement or defense of the Third-Party Claim, or if the indemnifying party fails to contest the Third-Party Claim or to undertake or approve settlement in good faith and with reasonable diligence, the indemnified party will thereafter have the right to contest, settle, or compromise the Third-Party Claim at its exclusive discretion, at the risk and expense of the indemnifying party, and the indemnifying party will thereby waive any claim, defense, or argument that the indemnified party's defense or settlement of such Third-Party Claim is in any respect inadequate or unreasonable.

A party's failure to give timely notice will not constitute a defense (in part or in whole) to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Claims Other than Third-Party Claims.

Each indemnified party will, with reasonable promptness, deliver to the indemnifying party written notice of all claims for indemnification under Section 15.04, other than Third-Party Claims, including, in reasonable detail, the basis for the claim, the nature of the Damages, and a good-faith estimate of the amount of the Damages.

The indemnifying party will have 30 days after its receipt of the claim notice to notify the indemnified party in writing regarding whether the indemnifying party accepts or disputes liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party will be deemed to accept liability for all the Damages described in the claim notice.

A party's failure to give timely notice will not constitute a defense (in part or in whole) to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Bills of sale, assignments, properly endorsed certificates of title, and other instruments of transfer, in form and substance reasonably satisfactory to counsel for the Buyer, necessary to transfer and convey all of the Assets to the Buyer;

All agreements, notes, and other paperwork listed in Articles V and VII;

A cashier's check, certified check, or wire transfer of immediately available funds for prorated items owing to the Buyer, if any;

Possession of the business facilities to be conveyed pursuant to this Agreement; and

Such other certificates and documents as may be called for by the provisions of this Agreement.

The Shares described in Section 5.01;

The Note described in Section 5.02;

A cashier's check, certified check, or wire transfer in the amount specified in Section 5.03;

A cashier's check or a certified check for prorated items owed to the Seller, if any;

All agreements, notes, and other paperwork listed in Articles V and VII;

Such other certificates and documents as may be called for by the provisions of this Agreement.

The right to declare the full unpaid balance of the Note immediately due and payable;

The right to exercise each and all of the remedies granted to the Seller by the Oregon Uniform Commercial Code;

The right to declare null and void the Noncompetition Agreement attached hereto as Exhibit D;

The right to retake possession of the Assets and resume the Seller's course of business;

The right to have a receiver appointed to take possession, manage, and control the Collateral and collect the profits and pay the net income from the operation of the business as ordered by a court of competent jurisdiction. The right to appoint a receiver will be available without regard to the adequacy of the security for the balance due the Seller or the solvency of the Buyer, or the absence of waste or danger of loss or destruction of the Collateral and without the necessity of notice to the Buyer, it being understood that the careful and prudent management, care, and control of the Collateral is an essential form of the Seller's security for the faithful performance of the Buyer's obligations under this Agreement; and

The right to exercise any other remedy available to the Seller.

This Agreement may be terminated by the Buyer if:

Any of the licenses, permits, or consents described in Sections 13.2 and 13.3 have been denied, not permitted to go into effect, or obtained on terms not reasonably satisfactory to the Buyer and all reasonable final appeals have been exhausted; or

The Seller breaches any of its obligations under this Agreement in any material respect.

This Agreement may be terminated by the Seller if:

Any of the consents described in Section 13.3 have not been obtained on terms satisfactory to the Seller; or

The Buyer breaches any of its obligations under this Agreement in any material respect.

This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties; it being understood that all Parties need not sign the same counterparts.

The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

Arbitration. All disputes concerning this Agreement shall be settled by arbitration, before one arbitrator, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitrator shall be selected in accordance with such commercial arbitration rules. A party is entitled to initiate an arbitration proceeding if a dispute cannot be resolved amicably within ten days after the other party has been notified of the existence of the dispute. The arbitrator is authorized to grant injunctive relief and/or specific performance in addition to monetary relief. The arbitrator hereby is instructed to interpret and enforce this Agreement in strict accordance with its terms, and in accordance with Oregon law. All arbitration proceedings shall be held in Portland, OR.

Equitable Relief. Notwithstanding the foregoing, each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in any court of competent jurisdiction in order to prevent irreparable injury that might result from a breach of this Agreement. Furthermore, upon the occurrence of an event of default, Sellers is entitled to exercise all of the rights and remedies described in this Agreement and, at any time, to bring an action in a court of competent jurisdiction (or, at its election, to initiate an arbitration proceeding) for purposes of enforcing the terms of this Agreement.

Award. The award of the arbitrator in any arbitration proceeding shall be final and may be enforced in any court of competent jurisdiction, and an action to compel arbitration may be brought in any court of competent jurisdiction. The unsuccessful party to any arbitration proceeding or to any court action that is permitted by this Agreement shall pay to the successful party all costs and expenses, including, without limitation, reasonable attorneys' fees and the fees of the arbitrator, incurred therein by the successful party. EACH PARTY AGREES THAT, TO THE EXTENT PERMISSIBLE BY LAW, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM CONCERNING THIS AGREEMENT ARE ABSOLUTELY AND FOREVER WAIVED.