ex10_2.htm


    December
1, 2008

    


    Cascade
Wind Corp. (formerly AR.E. Wind Corp.)

    Steve
Shum

    CEO

    1921
Bloomfield Blvd.

    Farmington,
NM 87401

    


    Re:
Advisory Agreement

    


    Dear
Steve:

    


    David N.
Baker ("Advisor") is pleased
to act as independent Advisor to Cascade Wind Corp ("Cascade Wind" or the "Company") on the
following terms:

    


    1.           Engagement. The
Company hereby retains the Advisor to provide financial advisory

    services
to the Company, and the Advisor hereby agrees to provide such services to the
Company.

    


    2.           Services. The Advisor
intends to provide general financial advisory services to the

    Company.
If the Company and
the Advisor anticipate the Advisor providing additional services, the parties
may amend this agreement by attaching additional exhibits. In providing services
under this agreement the Advisor will be acting as independent contractor, not
an employee of the Company.

    


    3.           Compensation. As
compensation for services to be provided by the Advisor under this

    agreement,
the Company agrees to pay Advisor a fixed fee in the amount of
$34,500.

    


    4.           Term. Subject to
section 9, the term of this agreement will commence on November

    17, 2008
and will end on December 31, 2008.

    


    5.           Allocation of Time and Energies. The
Advisor shall perform diligently any services that

    they
provide under this agreement. The Advisor will not be required to devote a set
number of hours in any given time period to performing services under this
agreement.

    


    6.           Indemnification;
Contribution. The Company shall indemnify the Advisor, their

    respective
affiliates, and the officers, directors, agents, employees and controlling
persons of each such affiliate (each of the foregoing, an "Indemnified Person")
to the fullest extent permitted by law from and against any and all losses,
claims, damages, expenses (including reasonable fees and disbursements of
counsel), actions, proceedings, investigations, inquiries Or threats thereof
(all of the foregoing being hereinafter referred to as "Liabilities"), based
upon, relating to, or arising out of its services hereunder, except that the
Company will not be required to indemnify the Advisors with respect to any Liabilities if it has
been finally judicially determined that those Liabilities resulted from the
willful misconduct or bad faith of the Indemnified Person seeking
indemnification.

    


    7.           Other Advisory
Clients. The Company acknowledges that the Advisor and affiliates
of

    the
Advisor are in the business of providing services and consulting advice to
others. Nothing contained in this agreement is to be construed to limit or
restrict the Advisor in conducting any business with others or in rendering
advice to others.

    


    8.           Expenses. The Company
shall promptly reimburse the Advisor for any expense incurred by the Advisor, if
such expense is authorized by and incurred at the behest of, the Company and in
connection with any services performed by the Advisor under this agreement. The
Company will reimburse Advisor for said expenses within IO business days of
providing an invoice to Company for any such expenses.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.           Termination. Either
party may terminate this agreement for any reason on 30 days' prior notice to
the other party. However, all compensation provisions of this agreement will
survive such termination and all compensation agreed will be provided, without
an ability of rescission, to Advisor.

    


    10.           Miscellaneous. Nevada law
governs all matters arising out of this agreement, including any tort claims,
without giving effect to principles relating to conflicts of law. This agreement
may not be amended or otherwise modified except by an instrument signed by all
parties. If any provision hereof is determined to be invalid or unenforceable in
any respect, that determination will not affect that provision in any other
respect or any other provision of this agreement, which will remain in full
force and effect.

    


    If this
agreement correctly reflects the terms we have agreed to, please sign a copy of
this agreement in the space provided below and return it to the
Advisor.

    


    CASCADE
WIND CORP (formerly known as A.R.E. WIND CORP)

    


    


    /s/ Steve
Shum

    Steve
Shum, CEO

    


    


    ADVISOR

    


    


    /s/ DAVID N.
BAKER

    DAVID N.
BAKER