I. PURPOSE & CONSTRUCTION. This Alternative Dispute Resolution Plan (“Plan”) is intended to provide for the quick, fair, accessible, and inexpensive resolution of disputes related to or arising out of commercial agreements and current, former, or potential employment relationships between Top Echelon Contracting, Inc., and Top Echelon Contracting’s Clients, Vendors, and present and former Employees and Applicants for employment as well as any other party bound to this Plan by contract or otherwise (such as users of Top Echelon Contracting’s Web site(s)). The Plan is an exclusive procedural mechanism for the final resolution of all Covered Disputes; however, the parties may agree to resolve Non-Covered disputes in accordance with this Plan. This Plan is not intended to abridge or enlarge anyone’s substantive or remedial rights under applicable law or benefit plan documents. The Plan should be interpreted and construed in accordance with these purposes.

II. DEFINITIONS. The following terms shall have the meaning assigned to them in this section.

A. “AAA” means the American Arbitration Association.

B. The “Act” means the Federal Arbitration Act, 9 U.S.C. § 1, et seq., as amended from time to time.

C. The “Top Echelon Contracting” means Top Echelon Contracting, Inc., and (1) all of its shareholders, directors, officers, employees, and agents; (2) every plan of benefits, whether or not tax-exempt, established or maintained by the Top Echelon Contracting, Inc., and/or its agents and plan administrators; (3) the fiduciaries, agents, and employees of all such plans; and, (4) the suc-cessors and assigns of all such entities, plans, and persons.

D. “Client” means any and all persons or entities who purchase or receive licenses, goods, or services from Top Echelon Contracting (except to the extent that the underlying Agreement with such Clients expressly excludes them from coverage under this Plan) or any of its owners, members, shareholders, directors, officers, employees, successors, assigns, or agents.

E. “Covered Dispute” means all legal and equitable claims, demands, and controversies, of whatever nature or kind, whether brought under common law or state, federal, or local statutes, regulations, or other laws, arising between Top Echelon Contracting and its employees and clients regardless of the date of occurrence. However, common law claims of fraud and conversion as well as claims brought by Top Echelon Contracting against a Vendor or Client are not Covered Disputes as defined by this Plan. For example, Covered Disputes include, without limitation, matters related to (1) this Plan; (2) all aspects of employment or potential employment; (3) applications for or entitlement to employment, advancement, and/or benefits; (4) workplace injury or death (other than claims for workers’ compensation benefits); (5) discrimination of any type; (6) retaliation of any type; (7) harassment of any type; (8) defamation, privacy infringements, or loss or theft of personal information; (9) infliction of emotional distress; (10) violations of public policy; (11) all disputes, claims, or actions brought by a Clients or Vendors against Top Echelon Contracting; and (12) disputes arising out of your use of our Web site. Covered Disputes do not include any claims, demands, or controversies that are (1) compensable by Top Echelon Contracting’s workers’ compensa-tion insurance; (2) compensable by unemployment com-pensation benefits; (3) brought against a Client or Vendor by Top Echelon Contracting; or (4) brought by or against third-parties who are not Employees, Clients, or Vendors of Top Echelon Contracting.

F. “Employees” means all employees of the Top Echelon Contracting regardless of whether such employees are assigned to provide services to or for the benefit of one or more of Top Echelon Contracting’s Client’s or provide services directly to Top Echelon Contracting.

G. “Applicant” means any person who is seeking or has sought employment with the Top Echelon Contracting after the effective date of this Plan, including, without limitation, those people who are referred to Top Echelon Contracting by third parties for assignment to or for the benefit of one or more of Top Echelon Contracting’s Clients.

H. “Vendor” means any person or entity who sells or provides goods or services or refers or brokers Applicants, candidates, or Clients to Top Echelon Contracting, including, without limitation, recruiters, finders, brokers, and subcontractors, together with all of their owners, members, shareholders, directors, officers, employees, successors, assigns, and agents. Vendor or Client also includes any other party who may be bound to the terms of this Plan by contract or otherwise (such as users of Top Echelon Contracting’s Web site(s)).

III. RESOLUTION PROCESS. The parties shall engage in an informal attempt to resolve any and all Covered Disputes. In the event that informal settlement negotiations fail to resolve a Covered Dispute, the parties shall submit the Covered Dispute to the American Arbitration Association (“AAA”) in accordance with the rules set forth in this section. The rules set forth in this section shall govern all proceedings before the AAA. In the event that any contingency or situation is not accounted for by these rules, then the AAA’s Rules of Employment and/or Commercial Arbitration shall apply; however, no AAA rule shall act to amend, modify, clarify, or replace any rule contained in this Plan.

A. INITIATION OF CLAIM. A party may initiate proceedings under this Plan at any time, subject to any defenses including those applicable to the timeliness of the claim, such as limitations and latches. Claims may be initiated by serving a written request to initiate proceedings on the AAA and ten-dering the appropriate administrative fee in accordance with AAA Rules. In the event that an Employee/Applicant initiates a claim, Employee/Applicant shall pay the initial filing fee set forth in these rules and the remainder of costs shall be paid in accordance with Section III.Y of these rules. The AAA will serve copies of the request on all other parties to the Covered Dispute. The request must describe the nature of the Covered Dispute, the amount involved, if any, and the remedy sought including dollar amount, if any.

B. RESPONSE. The party against whom a claim is asserted must file an answering statement within 30 days of receiving notice of petitioner’s claims. The answering statement shall include any and all counterclaims, or the same shall be waived.

C. RULES OF PROCEEDINGS. The arbitration proceedings and hearings shall be governed by the AAA’s Rules of Employment or Commercial Arbitration (as determined by the Covered Dispute’s subject matter) with the following exceptions: (1) there shall be a 60-day discovery period and the discovery sections of the Federal Rules of Civil Procedure shall apply to all discovery proceedings; (2) the Federal Rules of Evidence shall apply to all evidentiary hearings and proceedings; (3) all evidentiary hearings will be conducted in accordance with the Federal Rules of Civil Procedure; and (4) the specific rules provisions set forth in this Plan shall govern in place of AAA rules to the extent that they conflict with, limit, or expand a similar AAA rule.

D. DEADLINES. All timeframes and deadlines not specified herein, including those related to discovery, shall be established by the AAA Rules or the arbiter(s).

E. POSTPONMENT. The arbiter, for good cause shown by a party, or on agreement of the parties, may postpone any proceeding or confer-ence. However, a pending court proceeding (other than one for equitable relief as permitted under this Plan) that is related to the same matter is not a good cause for postponement.

F. RECORD OF PROCEEDINGS. There shall be a stenographic record of the pro-ceedings. The parties shall share equally in the cost of producing the same. Copies of the record shall be furnished to all parties upon payment of the cost of reproduction.

G. PROCEDURE. All evidentiary hearings shall be conducted by the arbiter in accordance with the Federal Rules of Civil Procedure and the Federal Rules of Evidence.

H. ABSENCE OF PARTY. The arbiter may proceed in the absence of parties or representatives who, after due notice, fail to be present or fail to obtain a postponement. An award may not be made solely on the default of a party unless the arbiter requires any party who is present to first submit such evidence as the arbiter may require for the making of an award.

I. EVIDENCE. The arbiter shall be the sole judge of the relevancy, materiality, and admissi-bility of evidence proffered, applying the Federal Rules of Evidence to all proffered evidence. In addition, the arbiter may subpoena witnesses or documents at the request of a party.

J. MEDIATION. At any time before the proceeding is closed, the parties may agree to mediate their dis-pute by notifying the AAA; and, the AAA will determine what procedures apply to any such mediation unless otherwise agreed by the parties.

K. REPRESENTATION. Any party may be represented by legal counsel or an authorized representative.

L. GOVERNING LAW AND FORUM. All Covered Disputes, proceedings under this Plan, and judicial review of awards initiated in accordance with this Plan shall be governed by the Act and the substantive law of the State of Ohio and/or federal substantive law which would be applied by a Federal Court sitting in the State of Ohio without regard to Ohio’s choice of law provisions.

M. SUBSTANTIVE RIGHTS PRESERVED. The substantive legal rights, remedies, and defenses of all parties are preserved. In the case of arbitration, the arbiter(s) shall have authority, within the bounds of this Plan, to determine the controlling law and to order any and all relief, legal, or equitable, including punitive damages, which a party could obtain from a court of competent juris-diction on the basis of the claims made in the proceeding. Further, the arbiter’s award is subject to appeal before the Stark County Court of Common Pleas, and the Ohio Supreme Court on the same substantive grounds and same procedural requirements that any decision of the Stark County Court of Common Pleas would be subject to appeal. Other than as provided herein, the Plan shall not be construed to grant additional substan-tive, legal, or contractual rights, reme-dies, or defenses which would not be applied by the Stark County Court of Common Pleas in the absence of the Plan.

N. ATTORNEY FEES AND COSTS. Notwithstanding the provisions of the preceding subsection, in any proceed-ing before an arbiter, the arbiter, in his or her discretion, may allow a prevail-ing party an award of reasonable attorney’s fees if such fees would otherwise be eligible for award under common law.

O. CLOSING AND REOPENING OF PROCEEDINGS. When the arbiter is satisfied that the record is complete, including the sub-mission of any post-hearing briefs or documents permitted by the arbiter, the arbiter shall declare the proceeding closed. The proceeding may be reopened on the arbiter's initiative or upon the arbiter’s judgment after applica-tion of a party to reopen the proceedings that is filed before the award is made.

P. WAIVER OF PROCEDURES. Any party who fails to object in writing, within 30 days after knowledge that any provision or requirements of this Plan have not been complied with, shall be deemed to have waived the right to object.

Q. SERVICE OF NOTICE & DOCUMENTS. Any papers, notices, or process necessary or proper for the initiation or continuation of any proceeding under this Plan (including the award of the arbiter, any court action in connection therewith, or the entry of judgment on an award made under these procedures) may be served on a party by regular U.S. mail, next day air, or courier service addressed to the party or his or her representative at the last known address or by personal service. The AAA, parties, and arbiter may also use facsimile transmission, telex, telegram, or other written forms of electronic communication to give any notices required by this Plan. The address and fax numbers of the Top Echelon Contracting are as follows:

Top Echelon Contracting, Inc.
800 Market Avenue North
Canton, Ohio 44702
Phone: (330) 454-3508
Fax: (330) 454-8891

R. COMMUNICATION WITH ARBITER. There shall be no communication between the parties and the arbiter other than at a scheduled or noticed oral hearings or conferences. Any other oral or written communications from the parties to the arbiter shall be directed to the AAA (and copied to the par-ties) for transmission to the arbiter, unless the parties and the arbiter agree otherwise.

S. TIME OF AWARD. The arbiter will make his decision within thirty (30) days from the date of the closing of the proceeding or, if applicable, the closing of a reopened proceeding unless otherwise agreed by the parties or specified by applicable law.

T. FORM OF AWARD. The arbiter will make his award in a signed writing. The arbiter will only write a statement of reasons for the award if requested to do so in the initial request to initiate proceedings (complaint) or in the answering statement (answer). The prevailing party may execute upon the reward in any manner required or permitted by law.

U. MODIFICATION OF AWARD. The arbiter will modify any award upon order of a court of competent jurisdic-tion, or agreement of the parties. In addition, the arbiter may modify an award on the motion of a party if the arbiter finds that the award, as rendered, is ambiguous or defective in form, or if the award requires an illegal or impossible act. These are the only circumstances under which an arbiter may exercise continuing jurisdiction to withdraw or modify an award.

V. SETTLEMENT. If the parties settle their Covered Dispute at any time after the request to initiate proceedings is served, the arbiter may set out the terms of the settlement in a con-sent award.

W. SCOPE OF ARBITER’S AUTHORITY. The arbiter's authority shall be limited to the resolution of Covered Disputes between the parties. As such, the arbiter shall be bound by and shall apply applicable substantive law including, without limitation, those laws related to the allocation of the burden of proof, limitations periods, etc. The arbiter may not abridge or enlarge sub-stantive rights available under applicable law. The arbiter may also grant any equitable relief (whether permanent, preliminary, or temporary) that is or would be authorized by applicable law. The arbiter shall be bound by and shall comply with the provisions of this Plan.

X. JUDICIAL PROCEEDINGS AND EXCLUSIONS OF LIABILITY. Neither the AAA nor any arbiter is a necessary party in any judi-cial or arbitration proceedings relating to this Plan. Neither the AAA nor any arbiter shall be liable to any party for any act or omission in connection with any proceedings within the scope of this Plan. Any court with jurisdiction over the parties may compel a party to proceed under this Plan at any place and may enforce any award made. The parties to this Plan shall be deemed to have consented that judgment upon the award of the arbiter may be entered and enforced in any federal or state court having personal jurisdiction of the parties. Initiation of, participation in, or removal of a legal proceeding shall not constitute a waiver of rights under this Plan.

Y. FEES & EXPENSES. The expenses of witnesses shall be borne by the party producing such wit-nesses, except as otherwise provided by law or in the award of the arbiter. All attorney fees shall be borne by the party incurring them except as other-wise provided by law and awarded by the arbiter. Discovery costs (e.g., court reporter fees for original transcripts) shall be borne by the Party initiating the discovery. The cost of copies of deposition transcripts or other discovery shall be borne by the party ordering the copy. The fees and expenses of experts, consultants, and others retained or consulted by a party shall be borne by the party utilizing those services.

(1) CLAIMS OF EMPLOYEES. To initiate proceedings under this plan, an Employee/Applicant shall pay a $185 filing fee. Otherwise, Employee/Applicant shall not be responsible for payment of the balance of any AAA initial filing fees. Any balance of the initial filing fee set forth herein that exceeds the AAA’s required filing fee shall be applied to the Employee/Applicant’s future costs. Top Echelon Contracting shall pay for any deficiency balance of AAA filing fees as well as the fees of the arbiter or mediator, the required travel of an arbiter or mediator, and the reasonable travel expenses of an arbiter, mediator, or AAA. All other expenses, fees, and costs of proceedings related to the AAA, arbiter, or mediator under this Plan shall be borne equally by the parties.

(2) CLAIMS OF CLIENTS & VENDORS. To initiate proceedings under this plan, a Client or Vendor shall pay the AAA’s applicable filing fee. Top Echelon Contracting and the Client or Vendor shall share equally in the costs or fees of the arbiter or mediator, the required travel of an arbiter or mediator, and the reasonable travel expenses of an arbiter, mediator, or AAA. All other expenses, fees, and costs of proceedings related to the AAA, arbiter, or mediator under this Plan shall be borne equally by the party who generates the expense, fee, or cost.

Z. INTERPRETATION AND APPLICATION. The arbiter shall interpret and apply these rules insofar as they relate to the arbiter’s powers and duties. All other rules shall be interpreted and applied by the AAA.

IV. APPLICATION & COVERAGE. This Plan does not apply to claims for workers’ compensa-tion benefits, unemployment com-pensation benefits, claims based upon fraud and/or conversion, or claims brought by Top Echelon Contracting, Inc., against a Client or Vendor. Further, mediation and arbitration under this Plan are only available for Covered Disputes involving legally protected rights. In addition to seeking a remedy under the Plan, the parties may seek equitable relief (including temporary, preliminary, and permanent injunctive orders) from the Stark County Court of Common Pleas of Ohio pending the institution of proceedings under the Plan.

A. BINDING EFFECT. All Covered Disputes not otherwise settled by the parties shall be finally and conclusively resolved under this Plan. Unless otherwise permitted by the Plan, proceedings under the Plan shall be the exclusive, final, and binding method by which Covered Disputes are resolved.

B. CONFIDENTIALITY. The parties and their counsel, the AAA, and the arbiter(s) will hold all documents, communications, discovery responses, and information reported to them pursuant to the Plan in confidence. In the event that a party is required by law or otherwise to disclose such information to an administrative agency, court, or legislative body, the party subject to disclosure will give reasonable notice to the other parties before making the disclosure and allow them to move for a protective order at their sole expense.

C. NO RETALIATION. No party shall be subject to any form of discipline or retaliation for initiating or participating in good faith in any process or proceeding under this Plan.

D. AMENDMENT. This Plan may be amended by Top Echelon Contracting at any time by giving notice to Employees and/or Clients. All amendments shall apply to Covered Disputes that have accrued but for which no proceedings have been initiated. However, no amendments apply to a Covered Dispute for which a proceeding has been initiated pursuant to the Plan.

E. TERMINATION. This Plan may be terminated by Top Echelon Contracting at any time by giving notice of termination to its Employees, Vendors, and/or Clients. Termination shall be effective for all Covered Disputes that have accrued but for which no proceedings have been initiated. However, termination shall not be effective as to Covered Disputes for which a proceeding has been initiated pursuant to the Plan prior to the date of notice of termination.

F. ADMINISTRATIVE PROCEEDINGS. This Plan shall apply to a Covered Dispute pending before any local, state, or feder-al administrative body or court unless prohibit-ed by law. Participation in any administrative or judicial pro-ceeding by the Companies shall not affect the applicability of the Plan to any such Covered Dispute upon termination of the administrative or judicial proceedings. A find-ing, recommendation, or decision by an administrative body on the merits of a Covered Dispute shall have the same legal weight or effect under the Plan as it would in a court of com-petent jurisdiction.

G. EFFECTIVE DATE. The effective date of this Plan is April 1, 2006.

H. SEVERABILIITY. The terms of this Plan are severable. The invalidity or unenforceability of any provision therein shall not affect the application of any other provision. Where possible, consistent with the purposes of the Plan, any otherwise invalid provision of the Plan may be reformed, and as reformed, enforced.

I. ADMINISTRATION. Top Echelon Contracting’s General Counsel and/or his or her appointee will be known as the “Dispute Resolution Plan Administrator.” The Dispute Resolution Plan Administrator shall be responsible for the management and administration of this Plan.

J. ASSENT. The following acts or omissions shall be deemed means of accepting this Plan:

1. APPLICANTS & EMPLOYEES. Submission of an Application for Employment, acceptance of employment, or continued employment (no matter what the duration) after the Effective Date of this Plan constitutes both acceptance of this Plan and sufficient consideration for Employee/Applicant’s compliance with this Plan. Employees, Applicants, and Top Echelon Contracting, Inc., will be bound by this Plan during application and selection process, employment, and after termination of employment.

2. VENDORS & CLIENTS. Provision of products, services, and referrals, to or from Top Echelon Contracting, Inc., after the Effective Date of this Plan constitutes both acceptance of this Plan and consideration for Vendor/Client’s compliance with this plan. Vendor and Client acknowledge that absent Vendor and/or Client’s promise to comply with this Plan, Top Echelon Contracting, Inc. would not otherwise do business with Vendor and/or Client.

K. JURISDICTION. Employee/Applicant, Vendor and Client hereby irrevocably consents to personal jurisdiction in the state of Ohio for any disputes involving Top Echelon Contracting, Inc.; and any legal action permitted by this Plan in a court of law shall be initiated in a court with proper subject matter jurisdiction for Stark County, Ohio, and shall be subject to and governed by the substantive laws of the State of Ohio without regard to its choice of laws provisions.