Exhibit
10.35


	
  

  	
  301 Carlson Parkway, Suite
  103

  Minnetonka, Minnesota 55305

  Voice: 952.893.9012 | Fax: 952.893.9036

  www.cherrytree.com

  



 


July
17, 2007


Mr. David Meyer


Titan Machinery, Inc.


4876 Rocking Horse Circle


Fargo,
ND 58103


Dear
David:


This letter amends in its entirety the agreement (“Agreement”) between
Titan Machinery (the “Company”) and Cherry Tree Securities, LLC (“CTS”) dated
April 1, 2006.  This amendment (“Amendment”)
will address the terms under which CTS will act as the Company’s financial
advisor relative to a planned public offering of stock of the Company or an
operating unit of the Company.


CTS and the Company agree as follows:


1.                                       CTS will provide general financial advisory
services to the Company in connection with a planned public offering of stock
of the Company or an operating unit of the Company, during the engagement
period (“Engagement Period”).


2.                                       As advisor to the Company, CTS will provide
advisory services related to the matters below:


a.             Independent Auditor Management Letter.


b.             Audit issues in connection with the February 28, 2007
Audit.


c.                                       Acquisition accounting and the application of
Rule 3.05 relating to significant subsidiaries. 
This includes coordinating GAAP reporting for the Aberdeen acquisition and
dealing with potential audit issues.


d.             Definition of control environment improvements and
related implementation.


e.             Offering Memorandum and SEC Form S-1.


f.              Reporting and Close process consistent with SEC
Reporting requirements.


g.             Sarbanes
Oxley.


h.             Disclosure committee formation and charter development.


i.              Compliance committee formation and charter development.


3.                                       In consideration for CTS’ services, the
Company will pay CTS the following fees and expenses:


	
  INVESTMENT BANKING AGREEMENT

  	
  CONFIDENTIAL

  



 



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a.                                       $5,000 monthly retainer during the period
July 1, 2007 through June 30, 2008.


b.                                      At the closing of a public offering of stock
during the Engagement Period or the twelve month period following the
Engagement Period, a cash Success Fee paid by wire transfer at the
closing.  It is the intention of the
parties that the Success Fees payable to CTS pursuant to this Agreement will be
$125,000.


c.                                       During the engagement the Company will
reimburse CTS for its reasonable, documented, out-of-pocket expenses, including
all travel expenses, printing and graphics costs, postage, and other costs
associated with this Agreement.


4.                                       CTS shall keep confidential all material
non-public information provided to it by the Company, and shall not disclose
such information to any third party, other than such of its employees and
advisors as CTS determines to have a need to know, except as required by
applicable law or pursuant to an order entered or subpoena issued by a court of
competent jurisdiction.  Information will
not be considered confidential to the extent that CTS can demonstrate that such
information is (i) already known to be free of any restriction at the time it
is obtained; (ii) subsequently learned from an independent third party free of any
restriction; or (iii) available publicly through no fault of CTS or its
employees.  This section supersedes any
other written or oral confidentiality agreement between CTS and the Company.


5.                                       The Company agrees to indemnify and hold CTS
(which term includes its directors, controlling persons as such term is defined
under the Securities Act of 1933, officers, managers, members, employees,
contractors, subcontractors and agents) harmless against and from all losses,
claims, damages or liabilities, and all actions, claims, proceedings and
investigations in respect thereof, arising out of or in connection with this
engagement or CTS’ services rendered in connection with this engagement, and to
reimburse CTS for all reasonable legal and other out-of-pocket expenses as
incurred by CTS in connection with investigating, preparing or defending any
such action, claim, proceeding or investigation, provided, however, the Company
will not be so liable to the extent that any such loss, claim, damage or
liability is finally judicially determined to have resulted from CTS’ gross
negligence or willful misconduct.


6.                                       The confidentiality, payment of fees,
reimbursement, and indemnity obligations of the Company and CTS under this
Agreement will be in addition to any liability which the Company or CTS may
otherwise have, will survive any termination of this Agreement, and will be
binding upon and extend to the benefit of any successors, assigns, heirs and
personal representatives of the Company and CTS.


7.                                       The Company agrees that CTS has the right to
place advertisements in mailings and newspapers and journals at CTS’s own
expense describing their services to the Company hereunder and using the
Company logo.


8.                                       The Agreement represented by this letter will
be governed by the laws of State of Minnesota. 
Any dispute or controversy arising out of this Agreement will be
determined by arbitration conducted in accordance with the rules of the
National Association of Securities Dealers, Inc. then in effect.



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Any arbitration award will
be final and binding upon the Company and CTS, and judgment upon the award may
be entered in any court having jurisdiction.


If this letter correctly sets forth the understanding between us,
please so indicate by signing on the designated space below and returning a
signed copy to us, where upon this letter will constitute the Agreement between
us.  We look forward to working with you.


Sincerely,


	
  CHERRY TREE SECURITIES, LLC

  	
   

  
	
  David G. Latzke

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
    /s/
  David G. Latzke

  	
   Date: July
  17, 2007

  	
   

  
	
      Its:
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TITAN MACHINERY
  INC.

  	
   

  
	
  David J. Meyer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ David J.
  Meyer 

  	
   Date July
  17, 2007

  	
   

  
	
      Its:
  CEO

  	
   

  
					



 



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