Order Issued November 14, 1995




                                           In The

                              Qlourt of Appeals
                      Wxfilj Etstrtrt of Gkxas at lallas
                                   No. 05-95-01530-CV



                              CARL AND JUNE GRUNDEN
                                         Appellants




                            MRS. BAIRD'S BAKERIES, INC.
                                      Appellee


                                 ORDER OF REFERRAL


       This case is appropriate for mediation pursuant to Section 154.001 et seq. of the
Texas Civil Practice and Remedies Code.


        The parties shall confer within 10 days of this order and attempt to agree upon a
mediator. If the parties do not agree upon a mediator within 10 days, Gene L. Jameson
shall serve as mediator. Any objection to this Order must be filed and served upon all
parties and the mediator within 10 days from the date of this Order; an objection that is
neither timely filed nor ruled upon before the scheduled mediation may be waived.

       Mediation isa mandatory but non-binding settlement conference, conducted with the
assistance of the mediator. Mediation is private, confidential and privileged. After
mediation, the mediator will advise the court only that the case did or did not settle.

       Unless the mediator agrees to mediate without fee according to section D(3) ofthe
Court's ADR Procedures, the mediator will negotiate a reasonable fee with the parties
which shall be divided and borne equally by the parties unless agreed otherwise, paid by
parties directly to the mediator, and taxed as costs. If the parties do not agree upon thefee
requested by the mediator, the court will set a reasonable fee, which shall be taxed as costs.
Each party and their counsel are bound by the mediation rules attached to this order and
shall complete the information forms furnished by the mediator.

       Before the first scheduled mediation session, each party shall provide the mediator
and all attorneys of record with an information sheet setting forth its positions about the
issues that need to be resolved. At or before the first session, all parties shall produce all
information necessary for the mediator to understand the issues presented. The mediator
may require any party to supplement the information provided.

      Named parties shall be present during the entire mediation process and each
corporate party must be represented by an executive officer with authority to settle.
Mediation shall take place within 30 days of the date of this order. The Court orders the
appellate timetable suspended for 30 days from the date of this order. The Court will not
further extend the appellate timetable even if the mediation is not completed.

       Failure or refusal to attend the mediation as scheduled may result in the imposition
of sanctions, as permitted by law. The mediator shall mail a report about the outcome of
the mediation session to the Court immediately after the mediation session.


      Signed this 14th day of November, 1995
                                                    RULES FOR MEDIATION


1.    Definitionof Mediation.Mediation is a processunder which an impartial person, the mediator, facilitates communication between
      the partiesto promote reconciliation, settlement or understanding among them. The mediator may suggest ways of resolving the
      dispute, but may not impose his own judgment on the issues for that of the parties.

2.    Conditions Precedent Serving as Mediator. The mediator shall not serveas a mediator in any disputein which he or she has any
      financial or personal interest in the result of the mediation. Prior to accepting an appointment, the mediator shall disclose any
      circumstance likely to create a presumption of bias or prevent a prompt meeting with parties.

3.    Authority of Mediator. The mediatordoes not have the authority to decideany issuefor the parties, but will attempt to facilitate
      the voluntaryresolutionof the dispute by the parties. The mediatoris authorized to conduct joint and separate meetingwith the
      parties and to offer suggestions to assistthe parties achieve settlement. If necessary, the mediator mayalso obtain expert advice
      concerning technical aspects of the dispute, provided that the parties agree and assume the expenses of obtaining such advice.
      Arrangements for obtaining such advice shall be made by the mediator or the parties, as the mediator shall determine.

4.    Parties Responsible for Negotiating Their Own Settlement. The parties understand the mediator will not and cannot impose a
      settlement in their case. The mediator, as an advocate for settlement, will use every effort to facilitate the negotiations of the
      parties. The mediator does not warrant or represent that settlement will result from the mediation process.

5.    Authority of Representatives. Party representatives must have authority to settle and all personsnecessaryto the decisionto settle
      shall be present. The names and addresses of such persons shall be communicated in writing to all parties and the mediator.

6.    Time and Place of Mediation. The mediator shall fix the time of each mediation session. The mediation shall be held at the office
      of mediator, or at any other convenient location agreeable to the mediator and the parties, as the mediator shall determine.

7.    Privacy. Mediationsessions are private. The parties and their representatives may attend mediation sessions. Other personsmay
      attend only with the permission of the parties and with the consent of the mediator.

8.    Confidentiality and Privilege. Confidential information disclosed to a mediator by the parties or by witnesses in the course of the
      mediation shall not be divulged by the mediator. All records, reports or other documents received by a mediatorwhile serving
      in that capacity shall be confidential. The mediator shall not be compelled to divulgesuch records or to testify in regard to the
      mediation in any adversary proceeding or judicial forum. Any party that violates this order shall pay all reasonable fees and
      expenses of the mediator and other parties, including reasonable attorneys fees, incurred in opposing the efforts to compel
      testimony or records from the mediator.

9.    No Stenographic Record. There shall be no stenographic record of the mediation process and no person shall tape record any
      portion of the mediation session.

10.   No Service of Process at or near the site of the Mediation session. No subpoenas, summons, complaints, citations, writs or other
      process may be served upon any person at or near the site of any mediation sessionupon any person entering, attending or leaving
      the session.


11.   Termination of Mediation. The mediation shall be terminated: A) Bythe execution of a settlement agreement by the parties; B)
      Bydeclaration of mediator to the effect that further efforts at mediation are no longerworthwhile; or, C) after the completion
      of one full mediation session, by a written declaration of a party or parties to the effect that the mediation proceedings are
      terminated.


12.   Interpretation and Application of Rules. The mediator shall interpret and apply these rules.

13.   Fees and Expenses. The mediators daily fee, if agreed upon prior to mediation, shall be paid in advance of each mediation day.
      Theexpenses of witnesses foreithersideshallbe paidbythe partyproducing such witnesses. All otherexpenses of the mediation,
      including fees and expenses ofthemediator, and theexpenses ofany witness and thecost of any proofs orexpert advice produced
      at the direct request of the mediator, shall be borneequallyby the parties unless they agree otherwise.
