EXHIBIT 10.5

                        INDEPENDENT CONTRACTOR AGREEMENT
                                    (IVDESK)

This Independent  Contractor  Agreement  ("AGREEMENT") is entered into as of May
22nd 2014 by and between IVDesk Minnesota, Inc., a Minnesota corporation and its
Agents with  principal  place of business at 1515  Central  Ave.  NE,  Suite 100
Minneapolis,  MN 55413  ("IVDesk") and T>Edward,  Inc;  including any personnel,
employees, or agents, with a principal place of business at 5770 Covington Road,
Suite 1400 Minneapolis, MN 55331 ("CONTRACTOR").  IVDesk and Contractor shall be
individually  referred  to as a  "PARTY"  or  collectively  referred  to as  the
"PARTIES".

1.  NATURE  OF  SERVICES.   Contractor  will  perform  the  services,   as  more
particularly  described on Exhibit A, for Company as an  independent  contractor
(the  "SERVICES").  Services have been  specially  ordered and  commissioned  by
Company.  To the extent the Services  include  materials  subject to  copyright,
Contractor  agrees  that the  Services  are done as "work made for hire" as that
term is defined under U.S. copyright law, and that as a result, Company will own
all copyrights in the Services.  Contractor will perform  Services in a diligent
and workmanlike manner and in accordance with the schedule, if any, set forth in
Exhibit  A. The  content,  style,  form and  format of any work  product  of the
Services  shall be  completely  satisfactory  to Company and shall be consistent
with Company's standards.  Except as specified on Exhibit A, Company agrees that
Services  need not be rendered at any  specific  location and may be rendered at
any location selected by Contractor. Contractor hereby grants Company the right,
but  not  the  obligation,  to use  and  to  license  others  the  right  to use
Contractor's,  and Contractor's employees', name, voice, signature,  photograph,
likeness and  biographical  information  in  connection  with and related to the
Services.

2. WRITTEN REPORTS. The Company may request that project plans, progress reports
and a results report be provided by Consultant on a monthly basis. These reports
shall  be in such  form  and  setting  forth  such  information  and  data as is
reasonably requested by the Company.

3.  RELATIONSHIP OF THE PARTIES.  Contractor  enters into this Agreement as, and
shall continue to be, an independent contractor. All Services shall be performed
only by Contractor and  Contractor's  employees.  Under no  circumstances  shall
Contractor,  or any of  Contractor's  employees,  look  to  Company  as  his/her
employer, or as a partner, agent or principal. Contractor is not Company's agent
or  representative  and  has no  authority  to  bind or  commit  Company  to any
agreements or other  obligations.  Neither  Contractor,  nor any of Contractor's
employees,  shall be entitled to any benefits  accorded to Company's  employees,
including  without  limitation  worker's  compensation,   disability  insurance,
vacation  or sick  pay.  Contractor  shall  be  responsible  for  providing,  at
Contractor's  expense,  and  in  Contractor's  name,  unemployment,  disability,
worker's compensation and other insurance, as well as licenses and permits usual
or  necessary  for  conducting  the  Services  as  outlined by any City State or
Federal authority.

4.  COMPENSATION  AND   REIMBURSEMENT.   Contractor  shall  be  compensated  and
reimbursed  for the  Services  as set forth on Exhibit B.  Completeness  of work
product shall be determined by Company in its sole  discretion,  and  Contractor
agrees to make all revisions,  additions,  deletions or alterations as requested
by Company.  No other fees and/or  expenses will be paid to  Contractor,  unless
such fees  and/or  expenses  have been  approved  in advance by the  appropriate
Company executive in writing.

5.  CONTRACT  OR  REPRESENTATIONS  AND  WARRANTIES.  Contractor  represents  and
warrants to Company that:

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     5.1  Contractor  has full power and authority to enter into this  Agreement
          including all rights  necessary to make the foregoing  assignments  to
          Company; that in performing under the Agreement.

     5.2  Contractor  will not violate the terms of any agreement with any third
          party.

     5.3  That the Services and any work product  thereof are the original  work
          of  Contractor,  do  not  and  will  not  infringe  upon,  violate  or
          misappropriate  any  patent,   copyright,   trade  secret,  trademark,
          contract,  license,  or any other publicity  right,  privacy right, or
          proprietary  right  of  any  third  party.  Contractor  shall  defend,
          indemnify and hold Company and its  successors,  assigns and licensees
          harmless  from any and all claims,  actions and  proceedings,  and the
          resulting losses,  damages,  costs and expenses (including  reasonable
          attorneys'  fees) arising from any claim,  action or proceeding  based
          upon or in any way related to Contractor's, or Contractor's employees,
          breach or alleged breach of any  representation,  warranty or covenant
          in this Agreement,  and/or from the acts or omissions of Contractor or
          Contractor's employees.

     5.4  That  its  employees  performing  Services  hereunder  will  have  (a)
          sufficient  expertise,  training  and  experience  to  accomplish  the
          Services;  and (b) executed  agreements  which state that (i) all work
          done by the  employee  will be a work made for  hire,  as that term is
          defined under U.S.  copyright law, and will owned by  Contractor;  and
          (ii) the  employee  assigns  all rights in and to all work done by the
          employee to Contractor.

     5.5  Contractor shall be solely  responsible for any and all taxes,  Social
          Security contributions or payments, disability insurance, unemployment
          taxes, and other payroll type taxes  applicable to such  compensation.
          Contractor  agrees that all its personnel shall be compensated,  taxes
          withheld,  and other benefits made available as required by applicable
          law and regulations.

     5.6  Contractor  hereby  indemnifies  and holds Company  harmless from, any
          claims, losses, costs, fees, liabilities, damages or injuries suffered
          by Company  arising out of  Contractor's  failure  with respect to its
          obligations in this Section 5.

     5.7  Contractor  shall require all of its  employees  who perform  Services
          hereunder  to  date  and  sign  a  copy  of the  then  current  IVDESK
          CONFIDENTIALITY  AND  NON-DISCLOSURE  AGREEMENT  prior  to  performing
          Services hereunder.

6. CONFIDENTIALITY. The Contractor acknowledges that during the engagement he or
she will have  access to and  become  acquainted  with  various  trade  secrets,
inventions,  innovations,  processes,  information,  records and  specifications
owned or licensed by the Company  and/or used by the Company in connection  with
the  operation of its business  including,  without  limitation,  the  Company's
business  and  product  processes,   methods,   customer  lists,   accounts  and
procedures.

     6.1  The  Contractor  agrees  that he or she will not  disclose,  cause the
          transmission,  removal or  transport  of tangible  embodiments  of, or
          electronic  files  containing  any  of  the  aforesaid,   directly  or
          indirectly,  or use any of them in any manner,  either during the term
          of this Agreement or at any time thereafter, except as required in the
          course  of this  engagement  with the  Company.  All  files,  records,
          documents, blueprints,  specifications,  information,  letters, notes,
          media lists, original  artwork/creative,  notebooks, and similar items
          relating  to the  business  of the  Company,  whether  prepared by the
          Contractor  or  otherwise  coming  into his or her  possession,  shall
          remain the exclusive property of the Company.

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     6.2  The  Contractor  shall not retain any copies of the foregoing  without
          the Company's prior written permission. Upon the expiration or earlier
          termination of this Agreement,  or whenever  requested by the Company,
          the  Contractor  shall  immediately  deliver to the  Company  all such
          files,  records,  documents,  specifications,  information,  and other
          items in his or her possession or under his or her control.

     6.3  Contractor's  obligations  with  respect to any portion of the Company
          Information  as set  forth in this  Section  6 shall  not  apply  when
          Contractor  can document  that (i) it was in the public  domain at the
          time it was communicated to Contractor by Company; (ii) it entered the
          public domain subsequent to the time it was communicated to Contractor
          by  Company   through  no  fault  of  Contractor;   (iii)  it  was  in
          Contractor's  possession  free of any  obligation of confidence at the
          time it was  communicated  to  Contractor  by Company;  or (iv) it was
          rightfully  communicated  to  Contractor  free  of any  obligation  of
          confidence subsequent to the time it was communicated to Contractor by
          Company.

     6.4  The Contractor  further agrees that he or she will not disclose his or
          her  retention  as an  independent  contractor  or the  terms  of this
          Agreement  to any  person  without  the prior  written  consent of the
          Company and shall at all times preserve the confidential nature of his
          or her relationship to the Company and of the Services hereunder.

7. INVENTIONS. Any and all inventions, discoveries, developments and innovations
conceived by the Contractor during this engagement  relative to the duties under
this  Agreement  shall be the  exclusive  property  of the  Company an  infinite
duration;  and the Contractor  hereby assigns all right,  title, and interest in
the same to the Company. Any and all inventions,  discoveries,  developments and
innovations  conceived  by the  Contractor  prior  to the  termination  of  this
Agreement  and utilized by [him or her] in  rendering  duties to the Company are
hereby  licensed to the Company  for use in its  operations  and for an infinite
duration.  This  license  is  non-exclusive,  and may be  assigned  without  the
Contractor's prior written approval by the Company to a wholly-owned  subsidiary
of the Company.

8.  RELATIONSHIPS  AND  COMMITMENTS  Except as  disclosed  on  Exhibit C to this
Agreement,  Contractor has no other agreements,  relationships or commitments to
any other person or entity  which  conflict  with  Contractor's  obligations  to
Company  under  this  Agreement.  During the term of this  Agreement  Contractor
agrees not to enter into any agreement, either written or oral, in conflict with
this Agreement.  Contract  further agrees that during the term of this Agreement
and for 3 years after termination of this Agreement,  Contractor shall not enter
into any  agreement  nor take any action that shall  compete  with nor lower the
revenue potential of Company.

9. TERM AND TERMINATION OF AGREEMENT.

     9.1  TERM.  This  Agreement  shall be effective  from the date first listed
          above for the period set forth on  Exhibit A, or until  completion  of
          the Services, as applicable,  unless sooner terminated by either Party
          in accordance with the terms and conditions of this Agreement.

     9.2  TERMINATION.  This  Agreement can be terminated by either Party at any
          time, with or without cause, upon 90 day notice to the other Party. If
          Company exercises its right to terminate the Agreement,  Company shall
          be obligated to  compensate  Contractor  for work  performed up to the
          date of  termination.  If Contractor  exercises its right to terminate
          the Agreement,  work  obligation  under this Agreement  shall continue
          until  as of  date of  termination  at  which  time  it  shall  cease.
          Additionally,  this Agreement shall automatically terminate upon death
          of any  Contractor or inability of Contractor to perform work. In such

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          event,  Company  shall be  obligated  to pay  Contractor's  estate  or
          beneficiaries  only the accrued but unpaid  compensation  and expenses
          for work performed.

10. AGREEMENT NOT TO DISPARAGE.  Company, its officers and directors, on the one
hand,  and Contractor on the other hand,  agree that they will not,  directly or
indirectly,  in  public  or in  private,  disparage,  deprecate  or  impugn,  or
otherwise  make any remarks that would tend to or could  reasonably be construed
to  disparage,  deprecate or impugn,  the other party,  nor shall any such Party
encourage other persons or entities to do so.

11.  CONTINUING  OBLIGATIONS OF CONTRACTOR.  The provisions of Sections 5, 6, 7,
10, and 12 shall survive  expiration or  termination  of this  Agreement for any
reason for 5 years unless otherwise stated in that Section.

12. ADDITIONAL PROVISIONS.

     12.1 ATTORNEYS  FEES.  Should  any  legal  action  permissible  under  this
          Agreement be  instituted  to enforce the terms and  conditions of this
          Agreement,  in  particular  the right to  collect  money due on unpaid
          invoices, the prevailing Party shall be entitled to recover reasonable
          attorney's fees and expenses  incurred at both the trial and appellate
          levels.

     12.2 NON-SOLICITATION. Contractor agrees not to solicit, hire, or otherwise
          engage in any like  activity  in any manner  whatsoever,  directly  or
          indirectly,  with  any of  IVDesk  employees  during  the term of this
          Contract and for a period of one (1) year thereafter.  For each breach
          by Contractor of the forgoing restrictions, Contractor will pay IVDesk
          an amount equal to any recruitment or referral fees paid by IVDesk for
          such employee and the full amount of all  compensation  earned by such
          employee during the twelve (12) months proceeding  Contractors  breach
          of  the  forgoing  restrictions.  Contractor  further  agrees  not  to
          prospects, or clients,

     12.3 GOVERNING LAW AND ATTORNEY'S FEES. This Agreement shall be governed by
          and construed in  accordance  with the laws of the State of Minnesota,
          without regard to its choice of law principles. The Parties consent to
          exclusive  jurisdiction  and venue in the  federal  and  state  courts
          sitting  in  Hennepin  County,  Minnesota.  In any  action  or suit to
          enforce any right or remedy under this  Agreement or to interpret  any
          provision of this Agreement, the prevailing Party shall be entitled to
          recover its reasonable attorney's fees, costs and other expenses.

     12.4 BINDING EFFECT. This Agreement shall be binding upon, and inure to the
          benefit  of,  the  successors,   executors,  heirs,   representatives,
          administrators and permitted assigns of the Parties hereto. Contractor
          shall have no right to (a) assign this Agreement,  by operation of law
          or otherwise; or (b) subcontract or otherwise delegate the performance
          of the Services  without  Company's prior written consent which may be
          withheld  as  Company  determines  in its  sole  discretion.  Any such
          purported assignment shall be void.

     12.5 SEVERABILITY.  If any  provision  of this  Agreement  shall  be  found
          invalid or  unenforceable,  the remainder of this  Agreement  shall be
          interpreted so as best to reasonably affect the intent of the Parties.

     12.6 ENTIRE AGREEMENT. This Agreement,  including the Exhibits, constitutes
          the entire  understanding and agreement of the Parties with respect to
          its  subject  matter  and  supersedes  all prior  and  contemporaneous
          agreements or  understandings,  inducements or conditions,  express or
          implied, written or oral, between the Parties.

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     12.7 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
          XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
          XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
          XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

     12.8 CONTRACTOR'S  REMEDY.  Contractor's  remedy, if any, for any breach of
          this Agreement  shall be solely in damages and  Contractor  shall look
          solely to Company for recover of such damages.  Contractor  waives and
          relinquishes  any  right  Contractor  may  otherwise  have  to  obtain
          injunctive or equitable relief against any third party with respect to
          any dispute arising under this Agreement. Contractor shall look solely
          to  Company  for  any  compensation  which  may be  due to  Contractor
          hereunder.

     12.9 AMENDMENT AND WAIVERS.  Any term or provision of this Agreement may be
          amended,  and the  observance  of any  term of this  Agreement  may be
          waived,  only in  written  form  signed by the Party to be bound.  The
          waiver by a Party of any breach or default in performance shall not be
          deemed to  constitute  a waiver of any other or  succeeding  breach or
          default.  The  failure of any Party to enforce  any of the  provisions
          hereof  shall  not be  construed  to be a waiver  of the right of such
          Party thereafter to enforce such provisions.

     12.10NOTICES.  Any  notice,   demand,  or  request  with  respect  to  this
          Agreement  shall be in writing  and shall be  effective  only if it is
          delivered  by  personal  service,  by  air  courier  with  receipt  of
          delivery, or mailed, certified mail, return receipt requested, postage
          prepaid, to the address set forth above. Such communications  shall be
          effective  when they are  received  by the  addressee;  but if sent by
          certified mail in the manner set forth above,  they shall be effective
          five (5) days after being  deposited in the mail. Any Party may change
          its  address  for such  communications  by giving  notice to the other
          Party in conformity with this section.

CAUTION:   THIS  AGREEMENT  AFFECTS   CONTRACTORS  RIGHTS  TO  INNOVATIONS  MADE
PERFORMING  SERVICES,   AND  RESTRICTS  RIGHTS  TO  DISCLOSE  OR  USE  COMPANY'S
CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO CONTRACTOR PERFORMING SERVICES.

CONTRACTOR HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS EACH AND ALL OF ITS
TERMS AND SIGNS BELOW ON BEHALF OF  CONTRACTOR  AND ANY  INDIVIDUAL  IT INVOLVES
WITH  COMPANY  UNDER  THIS  AGREEMENT.  PRIOR  TO  SIGNATURE  BELOW,  CONTRACTOR
WARRENTEES THAT IT HAS COMPLETELY FILLED OUT THE EXHIBIT C TO THIS AGREEMENT.

By:  IVDesk                                  By:   Contractor

     --------------------------------              -----------------------------
     Print - Full Signatory Name                   Print - Full Signatory Name


     --------------------------------              -----------------------------
     Authorized Signature                          Authorized Signature


     1515 Central Avenue N.E.  Suite 100          ------------------------------
     Minneapolis, MN  553413                       Address

        Date:                                     ------------------------------
             ------------------------              City/State/Zip

                                                   Date:
                                                         -------------------



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                                    EXHIBIT A
                  DESCRIPTION OF SERVICES AND COMMENCEMENT DATE


SERVICES TO BE PROVIDED BY CONTRACTOR
     o    Contractor  shall be acting CFO for IVDesk and shall  provide all work
          necessary to fulfil this function.

     o    Contractor shall report directly to the CEO of IVDesk ("Supervisor")

     o    Initially,  contractor  shall  devote  80% of  his  time  to  the  CFO
          function.

     o    From time to time,  Contractor  and  Supervisor  shall assess the time
          commitment  needed  for  Contractor's  services  and  shall  adjust it
          accordingly.


COMMENCEMENT DATE
Services  shall  commence on June 1, 2014 and shall  continue until such time as
either Party has provided sufficient notice as defined in section 9.2 above.






















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                                    EXHIBIT B
                                     PAYMENT

COMPENSATION
     o    Contractor  compensation  shall be based on a fulltime rate of $10,000
          per month ($120,000 per year).  Contractor agrees for the first period
          of  this  contract  to  commit  80%  of  his  time  therefor   initial
          compensation  shall be $9600 per month (80% of $10,000) which shall be
          paid by the 15th of each month.

     o    Other Benefits:

          1.   Participation  in the stock  option or warrant  plan at a current
               plan total of  120,000  over 36 months or 3,333  units/month,  of
               which  the first 6 months  will  vest at the end of that  first 6
               month period, thereafter each monthly award will vest monthly.

          2.   Participation  in the bonus  program which is yet to be finalized
               but is  anticipated  to include a bonus value  (which may be paid
               1/4   quarterly  or  annually)  of   approximately   one  month's
               compensation. This plan is anticipated to be implemented when the
               company  achieves  both  an  EBITDA  positive  position  and a $5
               million run rate.


EXPENSES
During the term of this  Agreement,  the  Contractor  shall bill and the Company
shall  reimburse  Contractor  for  all  reasonable  and  approved  out-of-pocket
expenses  which are incurred in connection  with the  performance  of the duties
hereunder.

Notwithstanding  the  foregoing,  expenses  for the time and any other  expenses
incurred by  Contractor  traveling to and from Company  facilities  shall not be
reimbursable.























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                                    EXHIBIT C
                            CONFLICTING RELATIONSHIPS

1. CONFLICTING RELATIONSHIPS. Except as set forth below, Contractor acknowledges
that it has no other current or prior  agreements,  relationships or commitments
which conflict with the relationship with Company under this Agreement (if none,
so state):


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Dated:
       -----------------------        ------------------------------------------
                                      CONTRACTOR (Print Name)

                                      ------------------------------------------
                                      SIGNATURE OF CONTRACTOR REPRESENTATIVE







































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