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7. The persons executing and delivering this agreement on behalf <br />of the parties represent and warrant that they are duly authorized to <br />do so and that the execution of this agreement is the lawful and <br />voluntary act of each of the parties. <br />8. The undersigned hereby expressly assume the risk of any <br />mistake of fact and of any.facts proven to be other than or different <br />from the facts now known to any of the parties to this Agreement or <br />believed by them to exist. It is the expressed intent of the parties <br />to this Agreement to settle and adjust, finally and forever, without <br />regard to who may or may not be correct in any understanding of the <br />fact or law relating to this controversy. <br />9. By execution of this agreement the parties represent that <br />they have reviewed each term of this agreement with their counsel and <br />that hereinafter they shall not deny the validity of this agreement. <br />10. No provisions of this Agreement may be modified, changed, <br />amended, or waived, except by a writing signed by the parties. <br />11. The parties all agree to bear their own costs, attorneys' <br />fees, and any and all other expenses incurred in or associated with <br />this dispute. <br />THE SPECIFIC TERMS FOR THE PARTIES OF THIS AGREEMENT ARE AS <br />FOLLOWS: <br />(A) Berrey shall transfer to the County and Cherriots ownership <br />to plans, specifications, and other information related to <br />the Project, except economic analysis regarding Berrey's <br />potential ownership of the retail building space. <br />(B) Berrey shall cause the Agreement between Marion County and <br />Prudential Real Estate Professionals, executed in January <br />1997, which made Prudential Real Estate Professionals an <br />agent for purposes of leasing space in the Project, to be <br />terminated. Prudential Real Estate Professionals will retain <br />a right to 3a commission as lessees' agent for previously <br />identified potential tenants. <br />(C) Marion County and Salem Area Mass Transit District agree to <br />pay all outstanding bills of Berrey from Arbuckle Costic, <br />Architects, and Pence/Kelly Construction, Contractor related <br />to the Project. Berrey agrees that County and Cherriots may <br />continue to use Arbuckle Costic and Pence/Kelly Construction <br />in completion of the Project. <br />(D) Each party agrees that all other parties have proceeded in <br />good faith throughout the Project and has made substantial <br />and favorable contribution toward successful completion of <br />the Project. <br />Page 2- MUTUAL RELEASE AGREEMENT <br />