court which hears any exceptions made to an arbitration award submitted to it for confirmation as a judgment (with respect to attorneys' fees incurred in such confirmation proceedings), or by the arbitrator(s) (with respect to attorneys' fees incurred prior to and during the arbitration proceedings), as the case may be. 17. Relationship of Parties. The parties are acting herein as independent ----------------------- contractors and independent employers. Nothing herein contained shall create or be construed as creating a partnership, joint venture or agency relationship between the parties and no party shall have the authority to bind the other in any respect. 6. 18. Agreement Approval. Each party hereby represents and warrants that all ------------------ necessary approvals for this Agreement have been obtained, and the person whose signature appears below has the authority necessary to execute this Agreement on behalf of the parties indicated. 19. Captions. Paragraph headings herein are for convenience only and shall not -------- affect the construction or meaning of this Agreement. 7. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written: FOOTBALL NORTHWEST LLC MERCATA, INC. By: /s/ Scott S. Patrick By: /s/ Tom Van Horn ---------------------------- ---------------------------- Name: Scott S. Patrick Name: Tom Van Horn -------------------------- -------------------------- (printed or typed) (printed or typed) Title: VP/Corporate Sales Title: President & CEO ------------------------- ------------------------- 8.