=That= in case the said Work shall be discontinued and the parties hereto cannot agree upon any other mode of winding up the affairs of the said Work then the a.s.setts belonging to the same Work including debts shall be sold by public auction and the net produce of the said a.s.setts after discharging all claims and demands in respect of the same work shall be equally divided between the said =Henry Mayhew= =Mark Lemon= Joseph Stirling Coyne= =Ebenezer Landells= and =Joseph Last= or (as the case may require) the survivors of them and the executors or administrators of such as may be dead.

[Sidenote: _Twentieth._]

=That= in case any dispute or question shall arise between the parties hereto their executors or administrators or any of them concerning any stipulation herein contained or otherwise concerning the said Work (which cannot be decided under the clause herein contained Numbered 16) then the grounds of every such dispute or question shall upon the request of any one or more of the parties in difference and within three days after such request be reduced into writing and signed by the parties in difference or by the parties complaining and shall be referred to the arbitration of two indifferent persons one to be named by the person or persons who shall take one side of the matter in difference and the other to be named by the person or persons who shall take the other side of the matter in difference And that in case the person or persons who shall take either side of the said difference shall refuse to name a referee within seven days after notice in writing for that purpose to be left at the said Publishers Office for the time being then the grounds of every such dispute or question shall be reduced into writing and signed by the person or persons who shall take the other side of the difference and to be referred to the arbitration of two indifferent persons to be named by the person or persons who shall sign the said last mentioned writing And in case the two referees to be named by both or one of the said parties as aforesaid cannot agree on an award then to the Umpirage and arbitration of such one person as the referees shall appoint by any writing under their hands such Umpire to be appointed by the said referees before proceeding in the matter of the said reference and if from any cause such Umpire shall not be appointed by the said referees within three days after their appointment then the same shall be appointed by the Clerk of Nisi Prius of the said Court of Queens Bench upon the application of either party in difference who shall first make application to him for that purpose And that such person or persons who shall be a party or parties to such reference on the one part shall enter into a bond of reference with the person or persons who shall be a party or parties to the said reference on the other part and in the usual form to stand to obey and keep the same Award or determination when made without any further suit or trouble whatsoever And that the Award or determination which shall be made by the said two referees or their Umpire concerning the Premises referred to them or him or any part thereof shall be final and conclusive on the said parties their respective executors and administrators So that such referees shall make their Award in writing within seven days next after such reference to them and so as such Umpire shall make his determination in writing under his hand within seven days next after the matter shall be referred to him And that every Bond of reference shall be made a rule of Her Majestys Court of Queens Bench at Westminster on the application of either of the said parties to the same reference his or her executors or administrators and that the reference shall not be defeated or affected by the decease of all or any of the parties thereto pending the same and that no Suit at Law or Bill in Equity shall be brought commenced sued or prosecuted against the said referees or their Umpire touching or concerning their Award or determination.

[Sidenote: _Twenty-first._]

=That= no suit at Law or in Equity upon or by virtue of these Presents or any Clause or Article herein contained or otherwise concerning the said Work shall be commenced preferred or inst.i.tuted by either of the said parties hereto his heirs executors or administrators against the other of them his heirs executors or administrators before the party or parties his or their heirs executors or administrators who is or are to be a party or parties defendant or defendants in such suit or suits shall have refused or declined to refer the matters in difference to arbitration pursuant to the stipulation hereinbefore contained or the referees or their Umpire shall have declined or omitted to make any Award or determination within the respective times hereby appointed for that purpose And that when such difference shall arise between any two or more of the parties hereto each of the other parties hereto shall have notice thereof by writing to be left at the said Publishers Office for the time being to the intent that the said parties respectively may have the option of taking a part in the matters in difference on either side and that the party or parties who shall refuse or decline to become a party to such reference shall be bound and concluded by all the parties hereto and by the Award and determination of the Arbitrators or their Umpire in the same manner to all intents and purposes as if he or they had been a party or parties to the matters in difference concerning which such Award or determination shall be made and had joined in referring the same.

[Sidenote: _Twenty-second._]

=That= this Agreement shall be deposited for safe Custody on behalf of all parties with =Alfred Mayhew= of No. 26 Carey Street Lincolns Inn Attorney at Law to be produced by him to and for the benefit of the said parties respectively and their respective heirs executors and administrators when and as often as occasion shall require and the said parties respectively or their respective heirs executors and administrators shall be at liberty as often as they shall think proper at their own Costs to obtain from the said =Alfred Mayhew= Copies or Extracts of or from the same Agreement.

[Sidenote: _Twenty-third._]

=That= the expenses of and incidental to this Agreement shall be paid on the execution thereof by the said =Joseph Last= who shall be repaid out of the first proceeds of the sale of the said Work =As witness= the hands and seals of the parties.

Signed sealed and delivered by all the above named parties in the presence of

=Wm. Eldridge= Clerk to =Messrs. Mayhew & Co.= 26 Carey St. Lincolns Inn

HENRY MAYHEW

MARK LEMON

JOSEPH STIRLING COYNE

EBENEZER LANDELLS

JOSEPH LAST