Exhibit 10.4


 





FIRST AMENDMENT


TO


CONSULTANT AND PROFESSIONAL SERVICES
AGREEMENT


 


THIS FIRST AMENDMENT TO CONSULTANT AND
PROFESSIONAL SERVICES AGREEMENT (the “Amended Agreement”) is entered into the 7th day of March, 2013 (the “Execution
Date”) and effective as of March 1st, 2013 (the “Effective Date”) by and between TWIN CITIES POWER
HOLDINGS, LLC, a Minnesota Limited Liability Company, with its principal place of business at 16233 Kenyon Avenue, Suite 210, Lakeville,
Minnesota 55044 (the “COMPANY”) and WILEY H. SHARP, III, an individual with his principal residence at 4879 Devonshire
Circle, Shorewood, Minnesota 55331 (the “CONSULTANT”). The COMPANY and CONSULTANT are jointly referred to as PARTIES
(“PARTIES”).


 


		A.	WHEREAS, the COMPANY and CONSULTANT entered into a Consultant and Professional Services Agreement effective as of the 8th
day of March, 2012.
	 	 	 



		B.	WHEREAS, the COMPANY and the CONSULTANT wish to enter into this Amended Agreement to amend the Consultant and Professional
Services Agreement to provide for a change in compensation and term for the CONSULTANT to retain the CONSULTANT with the COMPANY.



 


NOW THEREFORE, the COMPANY and CONSULTANT
in consideration whereof, and other good and valuable consideration, have entered into this First Amendment to Consultant and Professional
Services Agreement.


 


		1.	Amendment No. One (1)



 


TERM/TERMINATION. The Term of this Agreement
shall be from March 1, 2013 through May 31, 2013 (the “Term”). The Agreement may be terminated by COMPANY or CONSULTANT
upon thirty (30) days written notice.


 


Upon completion of Servicers or
upon any termination of this Agreement, the CONSULTANT agree to turn over to the COMPANY all data, materials and work product held
by the CONSULTANT respecting his work while at COMPANY and any copies of such data and materials in the CONSULTANT’s possession,
supplied to him on connection with this Agreement.


 






    	1



    	 



    

 


		2.	Amendment No. Two (2)



 


COMPENSATION FOR SERVICES.


 


		A.	Compensation. COMPANY agrees to pay the CONSULTANT for the services performed the sum of fifteen thousand and no/100
dollars ($15,000.00) per month payable in arrears, in accordance with the standard payroll practices of COMPANY. The CONSULTANT
shall submit a monthly invoice to the Chief Executive Office at the COMPANY for the services rendered and authorized expenses incurred.



 


		B.	Bonus. The CONSULTANT shall be entitled to a discretionary bonus as long as COMPANY has sufficient profits to support
management bonuses as determined by the Board of Governors.



 


	 	3.	Amendment No. Three (3)




 


OTHER TERMS AND CONDITIONS.


 


All other terms and conditions of the Consultant and
Professional Services Agreement shall remain in full force and effect except as amended by this First Amendment to Consultant and
Professional Services Agreement.


 


IN WITNESS WHEREOF, the PARTIES hereto,
individually or through its duly authorized officer, have executed this First Amendment to Consultant and Professional Services
Agreement as of the day and year set forth in the first paragraph of this Amended Agreement.


 


	TWIN CITIES POWER HOLDINGS:	 	CONSULTANT
	 	 	 
	/s/ Timothy S. Krieger                          	 	/s/ Wiley H. Sharp, III                              
	By:  Timothy S. Krieger	 	By:  Wiley H. Sharp, III
	                Its:  Chief Executive Officer