AGREEMENT TO ARBITRATION

  Either you or we may elect to settle by binding arbitration any dispute between you and us, our employees, agents, successors or assigns, which may otherwise be brought in a court or before a governmental agency.  Disputes submitted to arbitration pursuant to this Agreement shall be arbitrated on an individual basis and not on a consolidated, class or collective basis, unless all parties agree.   This Agreement shall be enforced under the Federal Arbitration Act ("FAA") (9 U.S.C. § 1 et seq.)  Any dispute shall be arbitrated in accordance with the rules of the American Arbitration Association, 1633 Broadway, 10th Floor, New York New York 10019 (www.adr.org) or, upon mutual agreement, the rules of another organization.   The Arbitrator shall be a retired judge or lawyers selected pursuant to the applicable rules.  The Arbitrator shall be authorized to resolve the dispute between you and us. Resolution of disputes shall be based solely upon the law governing the claims and defenses asserted.  The Arbitrator shall have the authority of a trial court judge sitting without a jury, but may not modify or invalidate any provision of this Agreement or the arbitration rules, nor may the Arbitrator invoke any basis other than controlling law. The arbitration hearing shall be conducted in the federal district where the Dealer is located.    We will pay the filing fee, case management fee and your arbitration fee up to a maximum of $5,000 unless the law or arbitration rules require us to pay more.  Each party is responsible for its own attorney, expert and other fees, unless awarded by the arbitrator under applicable law.  Nothing in this Agreement limits the arbitrator from awarding monetary damages. The arbitrator award, if any, shall be in writing and shall be final and binding on all parties except for any right to appeal under the FAA.   This Agreement does not preclude self-help remedies available to either you or us, and neither party is required to arbitrate a claim filed with a small claims court or equivalent state court so long as that court has jurisdiction and unless such action is transferred or appealed to a different court.   If any part of this Agreement is unenforceable, the rest of shall remain enforceable, except if the waiver of class action rights is deemed unenforceable, the remainder of this Agreement is likewise unenforceable.   REVIEW CAREFULLY: THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS.  YOU GIVE UP YOUR RIGHTS TO HAVE DISPUTES DECIDED IN COURT OR BY A JURY.  YOU GIVE UP YOUR RIGHTS TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER.  DISCOVERY AND APPEAL RIGHTS IN ARBITRATION ARE MORE LIMITED THAN IN A LAWSUIT.