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EXHIBIT 10(y)
ARBITRATION AGREEMENT
Between the
S&H
Verwaltungsgesellschaft mbH
[S&H Management Co., limited liability company],
represented by its sole shareholder,
the PHG Tea Leaves, Inc., on its part represented by
Mr. Markus R. Mueller
and
Mr.
WERNER RUCKENBROD, PROFESSIONAL ENGINEER,
Kastanienweg 4
76596 Forbach
For the purpose of resolving any disputes
that may arise from the service
contract and from the retirement pension
agreement concluded by the parties and
both dated December 17, 1999, as well as
with regard to the legal validity of
this contract, of possible addenda or of
individual provisions thereto-- the
parties, excluding any recourse to general
courts of law, are signing the
following
ARBITRATION AGREEMENT
1. The parties agree they shall
strive for a solution by mutual consent
before bringing
a matter before the court of arbitration.
If no agreement
can be reached, the court of arbitration shall go into
effect in
accordance with the subsequent provisions.
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In this case,
after the arbitration award has been issued any recourse to
the general
courts of law is excluded.
2. The parties shall have the
option to agree on a single arbitrator who
shall make the
final decision instead of the court of arbitration.
3. The
