In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: 925 West Georgia Street  Suite 1820  Vancouver, British Columbia  Canada V6C 3L2  Facsimile: 604-632-1730      PROMOTION AGREEMENT  (the Agreement)    This agreement (the Agreement) is made between Charity Tunes Inc., a British Columbia corporation with registered office located at  Suite 1800, 925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2 (Charity Tunes) and ConAgra Foods Canada  Inc. (Sponsor) a Canada corporation, 5935 Airport Rd, Suite 405, Mississauga, Ontario, Canada L4V 1W5.    WHEREAS as a new initiative, Charity Tunes and Sponsor will enter into a promotional partnership, whereby Sponsor will offer Charity  Tunes music downloads on Sponsor's Pogo products consistent with the terms and conditions of this Agreement (the Promotion).    NOW THEREFORE in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt  and sufficiency of which are hereby acknowledged by each Charity Tunes and Sponsor, the parties agree as follows

A consumer who purchases a specially Designated Sponsor Product (as defined below) will receive exactly one (1) unique pin  code (a  Pin Code)  in-pack. Such a consumer wil l be entitled to visit a custom interactive landing page at the  CharityTunes.com website to enter the unique code and consumer's valid email address to receive downloads up to a  maximum of either three (3), five (5), or seven (7) free MP3 song downloads having a retail value of $1.29 per song or less. Charity Tunes shall make its music catalogue available to the purchasers in MP3 file format to the fullest extent that such  format is available to Charity Tunes pursuant to any agreements in effect between Charity Tunes and its wholesalers on the  date of this Agreement. Accordingly, Charity Tunes shall use its best efforts to update its music catalogue with available MP3  files by June 30, 2009.    The custom interactive landing page shall be designed, operated and maintained at the expense of Sponsor, and shall be  subject to the mutual approval by Charity Tunes and Sponsor, which approval shall not be unreasonably withheld. The landing  page shall feature the Charity Tunes logo in a size and prominence substantially equal to that of Sponsor.

POGO 8 pack, POGO 10 pack, POGO 20 pack and POGO 30 pack products sold at participating retail locations in Canada  (individually and collectively the Designated Sponsor Products) are the only products for which a Pin Code will be  distributed and each consumer who purchases a Designated Sponsor Product will receive one and only one Pin Code while  supplies last and subject to the limitations detailed herein. A Pin Code for three (3) songs shall be distributed exclusively with  POGO 8 or 10 packs. A Pin Code for five (5) songs shall be distributed exclusively with POGO 20 packs. A Pin Code for seven  (7) songs shall be distributed exclusively with POGO 30 packs. Designated Sponsor Products sold by Sponsor with the  Promotion offer may not be sold at a higher list price than the same (or substantially similar) product(s) that do not contain the  Promotion offer. Pin Codes themselves may not be retailed in any way.

1.PROMOTION OFFER:

2.DESIGNATED SPONSOR PRODUCTS:

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Pin codes will only be distributed in the Designated Sponsor Products during the Promotion Period (defined below). The total  number of Pin Codes to be distributed as prizes in the Promotion shall not exceed: (i) 277,760 Pin Codes containing three (3)  music downloads per Pin Code ; (ii) 130,300 Pin Codes containing five (5) music downloads per Pin Code; and (iii) 27,900 Pin  Codes containing seven (7) music downloads per Pin Code. No Designated Sponsor Product shall contain more than 1 Pin  Code per pack.    The distribution limits stated above are the maximum number of Pin Codes that may be distributed in the Promotion. No 3- song, 5-song, or 7-song Pin Codes may be subdivided, duplicated or distributed in combination with one another.    Charity Tunes agrees to generate the unique Pin Codes for the Promotion. The parties therefore understand and acknowledge  the critical need to maintain in absolute secrecy the Pin Codes generated for the Promotion such that they are only disclosed  to the appropriate recipient via the authorized distribution method described herein. If the Pin Codes are made available to the  public by Sponsor or by any of its employees, officers, directors, consultants, agents, representatives or advisors, except in  the manner provided for herein, all parties agree that Pin Code security will be deemed compromised, and Charity Tunes may  terminate all subsequent Pin Code redemptions.    Sponsor agrees that it will not increase the list price to its customers of Designated Sponsor Products that form part of this  promotion as compared to its otherwise identical products that do not form part of the promotion.

The offer shall be communicated to potential consumers only via in-store on-pack advertising, and retailer flyer advertising. Any  communication of offer, including but not limited to Sponsor's rules for the Promotion, must indicate that the offer is only  available while supplies last.

A consumer who receives a Pin Code for a designated number of music downloads in accordance with paragraph 3 above will  be directed to visit the custom interactive landing page in order to redeem his/her free music downloads. Consumer will have to  enter the Pin Code in order to complete the transaction. Consumer will be required to enter the Pin Code exactly as it appears  in the email and follow the instructions on the web site to download the selected music download. In no case may any Pin  Code be redeemed later than March 31, 2010. To assist as required with the redemption process, consumers shall have  access to Charity Tunes customer support by emailing at support@charitytunes.com.

Sponsor shall received 435,960 unique Pin Codes for this Promotion and Sponsor is responsible for maintaining a record of all  Pin Codes distributed or withheld, such record being subject to the confidentiality terms set forth above.

Designated Sponsor Products with Pin Codes may be distributed from approximately October 1, 2009 to approximately  December 31, 2009 (the Promotion Period). Eligible Pin Codes may be entered on the www.charitytunes.com website and  corresponding music downloaded from October 1, 2009 to March 31, 2010. Pin Codes entered for redemption after 11:59:59  pm PT on March 31, 2010 may be rejected as ineligible. The contents of this section are to be reflected in the Sponsor's rules  for the Promotion.

The Charity Tunes system used for redemption of downloads will ensure that (i) downloads are obtained under the Promotion  only by way of redemption of eligible Pin Codes and only up to the maximum number of music downloads per Pin Code set out  at paragraph 3 above, (ii) otherwise eligible Pin Codes are invalidated once they have been used to download their respective  per Pin Code maximum, and (iii) the total maximum download limits described herein are observed.

3.DISTRIBUTION:

4.COMMUNICATION OF OFFER:

5.PROMOTION MECHANIC:

6.GENERATION / PRINTING OF CODES:

7.PROMOTION PERIOD:

8.SECURITY & VERIFICATION:

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The Pin Codes that will be distributed to consumers of the Designated Sponsor Products under the Promotion will be set with  parental controls and will not allow any user download content that has been designated by Charity Tunes music providers as containing explicit content.

Upon execution of this Agreement by both parties, Charity Tunes will invoice Sponsor for 435,960 unique codes consisting of a  maximum of 277,760 Pin Codes containing three (3) music downloads per Pin Code ; (ii) 130,300 Pin Codes containing five (5)  music downloads per Pin Code; and (iii) 27,900 Pin Codes containing seven (7) music downloads per Pin Code, for a total cost  of $117,605.60 CDN (plus applicable taxes) (collectively the Fee), which Fee is calculated at the rate of $0.07 CND (plus  applicable taxes) per potential download. The Fee shall be payable to Charity Tunes in two equal installments of $58,802.80  (plus applicable taxes) due to Charity Tunes on October 1, 2009 and November 1, 2009, respectively payable upon receipt of  invoice.









In consideration of the fees paid by Sponsor as set out herein, Charity Tunes agrees that during the period beginning October  1, 2009 and ending March 31, 2010, Charity Tunes shall not enable another program sponsorship for all competitive  products/product categories distributed/sold within the total Canadian consumer/retail/wholesale market place, inclusive of:     - Total Frozen Handhelds     - Total Corporation General Mills Handhelds     - Total Pizza Pops Handhelds / total Pillsbury Mini Pizzas     - Total Corporation McCain Foods Handhelds     - Total Pizza Pockets / total McCain Mini Pizzas     - Total Corporation Heinz Handhelds     - Total Heinz Hot bites (Bagel Bites and Taco Bites) / total Anchor Poppers     - Total Corporation Schneider Foods Handhelds     - Total Hot Stuffs / total Lean Stuffs     - Total Resers Burritos     - Total Corp les Plats du Chef Handhelds     - Total Hinsdale Farms Corndogs

9.EXPLICIT CONTENT:

10.FEE:

11.WARRANTY AND INDEMNITY:

11.1Warranty.  Charity Tunes warrants that, subject only to any limitation or condition specified in this Agreement, it will provide  immediately to any consumer entitled to a music download in connection with a Pin Code the music download selected by that consumer.

11.2Obligations upon any breach. If for any reason Charity Tunes fails to provide a music download to a consumer in  accordance with clause 11.1, thereby breaching its warranty thereunder, it shall: (i) forthwith remedy that failure by providing  the requested download to that consumer as soon as possible; (ii) forthwith provide notice to Sponsor of the failure to  immediately provide the download, including the date, time and other details of the failure, and of the steps being taken  forthwith to remedy the failure; and (iii) once the failure has been remedied by Charity Tunes, forthwith provide Sponsor with  notice of same.

11.3Indemnity. Furthermore, Charity Tunes will indemnify, save and hold harmless Sponsor, its shareholders, officers, agents and  affiliated companies from and against any and all claims, investigations, lawsuits, losses, damages, costs, payments, charges, expenses and attorneys fees, including any amount paid to settle an action or to satisfy a judgment by or for the  benefit of any person, that they, or any of them, may at any time incur as a result of any breach of this Agreement by Charity  Tunes.

12.EXCLUSIVITY:

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13.GENERAL:

13.1Relationship between the Parties. Nothing in this Agreement shall be construed as creating any relationship (whether by  way of employer/employee, agency, joint venture, association, or partnership). It is expressly understood that the relationship  between the parties shall be that of independent contractors, whether for the purposes of the Income Tax Act (Canada),  provincial taxation legislation or otherwise.

13.2Time. Time is of the essence of this Agreement.

13.3Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said  Agreement or any section thereof was drafted by said party.

13.4Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only  and shall not be deemed part of the context nor affect the interpretation of this Agreement.

13.5Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all  such action as may be necessary or appropriate to achieve the purposes of this Agreement.

13.6Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith,  complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this  Agreement. All promises and covenants are mutual and dependent.

13.7Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall  be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than  those as to which it is held invalid, shall not be affected thereby.

13.8Assignment. This Agreement may not be assigned by either party hereto without the written consent of the other but shall be  binding upon the successors of the parties.

13.9Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered,  either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been  duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or  to such other officer or addresses as either party may designate, upon at least ten days written notice, to the other party.

13.10Entire agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other  agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be  amended only in writing signed by all parties.

13.11Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right,  shall not constitute a waiver of that or any other right.

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     IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement:

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13.12Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which  together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed to  another the parties agree that a faxed signature shall be binding upon the parties to this Agreement as though the signature  was an original.

13.13Successors. The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

13.14Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter  and has been given a reasonable opportunity to do so.

13.15Law and Jurisdiction. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of  Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the provincial and federal courts located in the city of Toronto, Ontario for all matters arising from this Agreement.

Signed in agreement:     /s/ Marko Bukovec   Marko Bukovec  Title: Marketing Director  ConAgra Foods Canada Inc.  Date:June 25, 2009

Signed in agreement:     /s/ Robin Ram   Robin Ram  President  Charity Tunes, Inc.  Date: June 29, 2009 
Question: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
[EX A]: The distribution limits stated above are the maximum number of Pin Codes that may be distributed in the Promotion.

[EX Q]: Exhibit 10d-2

                               RESELLER AGREEMENT

                                 BY AND BETWEEN

                                PIVX CORPORATION

                                       AND

                               DETTO TECHNOLOGIES

This Reseller Agreement is entered as of this ___ day of _________, 2004 (Effective Date) by and between PivX Corporation, a California corporation, having its principal place of business at 23 Corporate Plaza Drive, Newport Beach, California, 92661 (PivX) and Detto Technologies, a Washington corporation, having its principal place of business at 14320 NE 21st Street, Suite 11, Bellevue, Washington, 98007 (Detto).

NOW THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1. GRANT OF RIGHTS

1.1 LICENSE. Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the Documentation) within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro (Third Parties), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A. Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof. All copies of Qwik-Fix Pro distributed by Detto shall be distributed pursuant to PivX's current Enterprise License Agreement, as amended by PivX from time to time (the License), a copy of which PivX will provide Detto. Detto shall not distribute Qwik-Fix Pro to any Third Party unless the Third Party has accepted the terms of PivX's current License under penalty of perjury and in writing.

1.2 OWNERSHIP. As between PivX and Detto, PivX owns and retains all right, title, and interest in and to Qwik-Fix Pro and Documentation; all trademarks, service marks or trade names associated with Qwik-Fix Pro or Documentation (the Trademarks); all copyrights, patents, trade secret rights, and other intellectual property rights therein (collectively, together with Qwik-Fix Pro, Documentation, and Trademarks, the Property). Except as expressly granted herein, PivX does not grant to Detto any right or license, either express or implied, in Qwik-Fix Pro, Documentation or Property. Detto shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from Qwik-Fix Pro.

1.3 PIVX CHANNELNET. PivX grants Detto access to PivX ChannelNet as governed by the terms set forth in Exhibit A.

2. DETTO'S OBLIGATIONS

2.1 DETTO'S MARKETING; PUBLIC RELATIONS. Detto obligations for marketing and public relations are governed under the terms in Exhibit A.

2.2 TRADEMARKS; PROPERTY. During the term of this Agreement, Detto shall have the right to use and reproduce the Trademarks in connection with Detto's marketing, advertising, promotion and distribution of Qwik-Fix Pro. Detto's use of the Trademarks shall not create any right, title or interest therein. Detto shall use the Trademarks only in a manner which complies in all material respects with PivX's reasonable policies in effect from time to time, and all

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such use shall be for PivX's benefit. Detto shall not remove, obscure or alter PivX's copyright notice or the Trademarks from Qwik-Fix Pro or Documentation. If Detto, in the course of distributing Qwik-Fix Pro, acquires any goodwill or reputation in any of the Trademarks, all such goodwill or reputation shall automatically be transferred to and shall vest in PivX when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement, without any separate payment or other consideration of any kind to Detto, and Detto agrees to take all such actions necessary to effect such vesting. Detto shall not contest the validity of any of the Property or PivX's exclusive ownership of them. Detto shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Trademarks, or any word or mark confusingly similar to the Trademarks in any jurisdiction.

2.3 SUPPORT FOR QWIK-FIX PRO. Detto shall provide for all customer support for Qwik-Fix Pro that it resells as governed by the terms set forth in Exhibit A.

2.4 COMPLIANCE WITH APPLICABLE LAWS. Detto shall comply with all laws and regulations applicable to Detto's marketing and distribution of Qwik-Fix Pro hereunder. Without limiting the generality of the foregoing, Detto shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all filings, registrations, licenses, permits and authorizations





in North America required for Detto to perform its obligations under this Agreement.

2.5 SECURITY ISSUES. Detto shall take all action necessary to ensure that (a) Qwik-Fix Pro and Documentation on Detto's servers or computer systems is appropriately secured so that Qwik-Fix Pro and Documentation can only be viewed, copied, or utilized by licensed Third Parties; and (b) that the object code of the Courseware can only be accessed by employees authorized by PivX and cannot be copied or downloaded by any of Detto's licensees or by any other third party. In addition, Detto shall make its offices and equipment available in person, upon reasonable notice, and to the extent feasible, remotely, to PivX to inspect and test Detto's physical and technical set-up to ensure that Detto is complying with its obligations under this Section. Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.4 to the extent that Detto breaches its obligations under this Section 2.5.

2.6 PROTECTION OF PROPRIETARY RIGHTS. Detto shall cooperate without charge (provided that PivX will reimburse out of pocket expenses as agreed in advance in writing), in PivX's efforts to protect PivX's rights in the Property. Detto shall promptly notify PivX of any infringements of PivX's Property Rights that come to Detto's attention. PivX shall have the exclusive right to institute infringement or other appropriate legal action against alleged infringers of its Property Rights. PivX shall incur all expenses in connection therewith and shall retain all monetary recoveries received therefrom.

2.7 NO EXCESS REPRESENTATIONS OR WARRANTIES. Detto covenants that it shall not make any representations or warranties with respect to Qwik-Fix Pro or Documentation in excess of those provided by PivX herein. Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.4 to the extent that Detto breaches its covenant under this Section 2.7.

2.8 FULFILLMENT OF DETTO'S OBLIGATIONS. Detto covenants that it will fulfill all of its contractual and legal obligations to its customers. Detto covenants that it will (a) provide its customers with first quality sales and technical support with respect to any copies or licenses of Qwik-Fix Pro sold by Detto, (b) promptly, courteously and appropriately respond to its customers questions, concerns and complaints, and (c) generally deal with its customers in a professional manner that shall add to the good reputation of Detto and PivX. To the extent that Detto fails to fulfill its contractual and legal obligations to its customers, Detto agrees that PivX may elect to fulfill those obligations, or any portion of them, and Detto shall reimburse PivX any costs and expenses so incurred by PivX. Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.4 to the extent that it breaches any of its covenants under this Section 2.8.

2.9 U.S. GOVERNMENT - RESTRICTED RIGHTS. Detto covenants to require its customers to accept a click-wrap agreement that, among other things, provides that Qwik-Fix Pro and accompanying documentation are deemed to be commercial computer Software and commercial computer Software documentation,

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respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of Qwik-Fix Pro and accompanying documentation by the U.S. Government shall be governed solely by the terms of the Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.10 BUSINESS DEVELOPMENT. Detto will engage in future business development with PivX as governed by the terms set forth in Exhibit A.

2.11 SALES FORECASTING; SALES METRICS; SALES REPORTING. Detto will provide sales forecasting, sales metrics and sales reporting to PivX as governed by the terms set forth in Exhibit A.

3. PRICE AND PAYMENT; SHIPMENT AND DELIVERY

3.1 SUGGESTED THIRD PARTY PRICES. Third Party prices are governed by the terms set forth in Exhibit A.

3.2 PER COPY FEES. Detto shall pay to PivX for each unit of Qwik-Fix Pro distributed hereunder per copy fees (the Per Copy Fees) as governed by the terms set forth in Exhibit A. In the event that PivX changes the Third Party prices, Per Copy Fees based on such changed prices shall apply to any order for Qwik-Fix Pro received by PivX after the effective date of the increase. PivX shall provide Detto with at least forty-five (45) days written notice of any increase in the Per Copy Fees.

3.3 PAYMENT. All payments to PivX shall be made within thirty (30) days after the receipt by Detto of the PivX's invoice. Detto shall pay PivX a late charge on outstanding amounts due equal to one and one-half percent (1.50%) per month or the maximum amount allowed by law, whichever is less. All payments shall be made in United States Dollars, free of any withholding tax and of any currency control or other restrictions to PivX. PivX shall have the right, at reasonable times and on reasonable notice, to inspect and audit the books and records of Detto to verify the accuracy of any statements. In the event that such an inspection discloses any error of any amount, the parties shall by appropriate payment promptly adjust for the error. If Detto fails to make payments when due, PivX shall be entitled to, in its sole discretion, to take any one or more of the following: (a) place Detto on credit hold, in which case, PivX may cease to fulfill Detto's orders to any new Third Parties; (b) rescind Detto's right to sell or distribute any additional Qwik-Fix Pro or Documentation hereunder; and (c) to require that Detto direct all future payments, for licenses sold in the past or in the future, from the Third Parties directly to PivX or a lock box or





an account designated by PivX for such purpose, to be applied by PivX to the payment default (and interest thereon) until such defaults have been satisfied. All amounts received by PivX hereunder shall be nonrefundable except for any payments received or held under PivX's control pursuant to clause c of the last sentence after Detto's payment default has been satisfied.

3.4 TAXES, TARIFFS, FEES. PivX's Suggested Prices and Per Copy Fees do not include any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which may be required to be paid or collected upon the delivery of Qwik-Fix Pro or upon collection of the prices for Qwik-Fix Pro or the Per Copy Fees. Should any tax or levy be made, Detto agrees to pay such tax or levy and indemnify PivX against any claim for such amount. Detto represents and warrants to PivX that all Qwik-Fix Pro acquired hereunder is for redistribution in the ordinary course of Detto's business, and Detto agrees to provide PivX with appropriate resale certificate numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees.

3.5 SHIPMENT AND DELIVERY. PivX shall electronically deliver Qwik-Fix Pro to Detto. Detto shall inspect all software delivered to it, upon receipt and shall, within 10 days of receipt, give written notice to PivX of any claim of damage or missing portions. Should Detto fail to give such notice, or fail to obtain an extension of such 10-day period from PivX, the packages shall be deemed to be accepted by Detto. PivX will reasonably accommodate Detto's request to replace its master copy of software that becomes corrupted or damaged. Detto shall contractually require its Third Parties to report any claim of damage or shortages for Qwik-Fix Pro shipped to them within thirty (30) days of the Third Parties receipt of such package (or the time required by applicable law, if longer). PivX shall use commercially reasonable efforts to meet delivery dates requested by Detto, but in no event shall PivX be liable for its failure to meet such dates. In the event that PivX shall be unable to meet Detto's requested ship dates, PivX shall advise Detto of the change in or actual delivery schedule.

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3.6 SECURITY INTEREST. Detto hereby grants PivX a purchase money security interest in all Qwik-Fix Pro licensed to Detto, all physical media on which Qwik-Fix Pro is located, and all rights licensed to Detto pursuant to this Agreement in the amount of the Total Purchase Price. Detto also grants PivX a security interest in Detto's address list of Third Parties to secure Detto's payment, indemnification, and other obligations hereunder. To secure its rights hereunder, PivX shall have the right to file one or more UCC financing statements and to make such other filings as PivX shall deem appropriate. Detto shall cooperate with PivX with respect to all such filings. Upon PivX's demand, Detto agrees to execute promptly any financing statement, security agreement, chattel mortgage, applications for registration and/or similar documents, and to take any other action deemed necessary for registration or otherwise deemed necessary or desirable by PivX in order to perfect PivX's security interest hereunder. In the event of Detto's default hereunder, PivX may foreclose its security interests and exercise such other rights as provided under the UCC.

4. WARRANTY AND LIABILITY

4.1 PRODUCT WARRANTY. With respect to Qwik-Fix Pro delivered by PivX to Detto on CD-Rom, PivX warrants that for a period of thirty (30) days following delivery to Detto, the media on which Qwik-Fix Pro is furnished to Detto will be free from defects in materials and workmanship during normal use. PivX warrants that Qwik-Fix Pro will substantially conform to the user documentation. EXCEPT AS EXPRESSLY SET FORTH ABOVE, QWIK-FIX PRO AND DOCUMENTATION ARE PROVIDED AS IS. PIVX HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.2 PRODUCT INDEMNITY. PivX will indemnify, defend and hold Detto and its subsidiaries (each, an Indemnified Party), harmless from and against any and all claims, losses, costs, liabilities and expenses (including reasonable attorneys' fees), arising as a result of or in connection with any claim that Qwik-Fix Pro or Documentation infringes any intellectual property right of a third party provided: (i) the Indemnified Party promptly gives written notice of any claim to PivX; (ii) the Indemnified Party provides any assistance which PivX may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by PivX); and (iii) PivX has the right to control of the defense or settlement of the claim, provided, however, that the Indemnified Party shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Additionally, if an injunction or order issues restricting the use or distribution of any of Qwik-Fix Pro or Documentation, or if PivX determines that Qwik-Fix Pro or Documentation are likely to become the subject of a claim of infringement or violation of any proprietary right of any third party, PivX shall in its discretion and, at its option (a) procure the right to continue using, reproducing, and distributing Qwik-Fix Pro and Documentation; (b) replace or modify Qwik-Fix Pro and Documentation so that they become noninfringing, provided such modification or replacement does not materially alter or affect the specifications for or the use or operation of Qwik-Fix Pro; require return of Qwik-Fix Pro to PivX and refund any licensing fees relating to the future use of Qwik-Fix Pro.

4.3 LIMITATION OF LIABILITY. EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS. IN NO EVENT SHALL ANY PARTY OR PIVX'S LICENSORS BE LIABLE TO ANOTHER PARTY OR ANY THIRD PARTY FOR LOSS OF DATA, COSTS OF PROCUREMENTS OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION, EVEN IF





SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

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4.4 INDEMNIFICATION. Detto shall indemnify and hold PivX harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which PivX incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Detto under this Agreement or any breach of this Agreement by Detto; provided: (i) that PivX promptly gives written notice of any claim to Detto; (ii) at Detto's expense, PivX provides reasonable assistance which Detto may reasonably request for the defense of the claim; and (iii) Detto has the right to control the defense or settlement of the claim, provided, however, that PivX shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

5. TERM AND TERMINATION

5.1 TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and continue for six (6) months.

5.2 TERMINATION OF AGREEMENT. PivX may terminate this Agreement for convenience by giving at least thirty (30) days written notice of termination to Detto. This Agreement may be terminated by either party in the event of a material breach of this Agreement by the other party that is not cured within thirty (30) days of the other party's receipt of written notice of such breach. If a material breach is cured within a thirty (30) day cure period this Agreement shall remain in effect as if no material breach had occurred. This Agreement shall terminate automatically without notice and without further action by the other party in the event that the other party becomes insolvent, which means it becomes unable to pay its debts in the ordinary course of business as they come due, or makes an assignment of this Agreement for the benefit of creditors.

5.3 EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement:

(a) Detto shall, within thirty (30) days, pay to PivX all amounts due hereunder, return to PivX all products and demonstration copies received from PivX, erase any and all of the foregoing from all computer memories and storage devices within Detto's possession or control and, if requested, provide PivX with a signed written statement that Detto has complied with the foregoing obligations. All rights and licenses granted by PivX hereunder shall terminate, provided such termination shall not result in the termination of Licenses for copies of Qwik-Fix Pro which already have been purchased by Third Parties in accordance with the provisions of this Agreement.

(b) The following shall survive termination of this Agreement: Section 1.2, the last two sentences of Section 2.2, Sections 2.3 through and including 2.9, Section 3.6, Section 4, this Section 5 and Section 6. 5.4 LIMITATION OF LIABILITY UPON TERMINATION. In the event of termination in accordance with Section 5.1, PivX shall not be liable to Detto because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Detto.

6. GENERAL PROVISIONS

6.1 CONFIDENTIALITY. By virtue of this Agreement, each party may have access to information that is confidential to the other (Confidential Information). Confidential Information shall include, but not be limited to, software, documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under the Agreement, and any information clearly identified in writing at the time of disclosure as confidential. A party's Confidential Information shall not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) is independently developed by the other party without

                                       5

use of or reference to the first party's Confidential Information. In the event, Confidential Information is required to be disclosed by law or other governmental authority, a party hereunder shall not be prohibited from disclosing such information by this Section provided that the responding party shall first have given prompt notice to the other party hereto and shall have made a reasonable effort to obtain a protective order restricting or limiting the disclosure of the Confidential Information to the extent possible.

6.2 THIS AGREEMENT CONTROLS; MERGER; AMENDMENT; WAIVER. This Agreement and Exhibit A to this Agreement shall control Detto's distribution of Qwik-Fix Pro and Documentation. All different or additional terms or conditions in any Detto purchase order or similar document shall be null and void. This Agreement, including Exhibit A, constitutes the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. The failure or delay by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of any such right, power or remedy.





6.3 NOTICES. All notices shall be given in writing and shall be considered effective when (a) personally delivered, (b) upon confirmed receipt if sent by electronic mail or facsimile; or (c) two (2) days after posting if sent by overnight registered private carrier (e.g. DHL, Federal Express, etc.).

6.4 ASSIGNMENT. Detto may not assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without PivX's prior written consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

6.5 FORCE MAJEURE. PivX will not incur any liability to Detto or any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the parties. Such events, occurrences, or causes include, without limitation, acts of God, telecommunications outages, Internet outages, power outages, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, and explosions.

6.6 GENERAL. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. Detto is an independent contractor, and nothing herein shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Detto shall have no authority, right or power to create any obligation or responsibility on behalf of PivX.

6.7 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California, excluding conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal and exclusive jurisdiction of and venue in the state and federal courts of Orange County, California, U.S.A. for any disputes arising out of this Agreement. This Agreement may be executed simultaneously in two or more counterparts, each one of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the following duly authorized representatives have signed this Agreement on behalf of the entities indicated below, as of the date first above written.

DETTO                                     PIVX ----------------------------------------- --------------------------------------

----------------------------------------- -------------------------------------- By:                                       By: ----------------------------------------- -------------------------------------- Title:                                    Title: ----------------------------------------- -------------------------------------- Date:                                     Date: ----------------------------------------- --------------------------------------

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: Detto shall not contest the validity of any of the Property or PivX's exclusive ownership of them.

[EX Q]: Exhibit 10.6

      OUTSOURCING AGREEMENT        dated as of , 2012        TWIN CITIES POWER HOLDINGS, LLC        and        REDWATER LLC

      $50,000,000.00        Renewable Unsecured Subordinated Notes





     TABLE OF CONTENTS                                                                                                               ARTICLE I DEFINITIONS    1            Section 1.01 Defined Terms    1





Section 1.02 Accounting Terms    4            ARTICLE II APPOINTMENT OF THE AGENT AND RELATED AGREEMENTS    5            Section 2.01 Appointment; Exclusivity    5   Section 2.02 Scope of Agency    5   Section 2.03 Compensation to the Contractor    6   Section 2.04 Brokers and Dealers    8   Section 2.05 The Contractor's Unrelated Activities    8   Section 2.06 Best Efforts; Independent Contractor    8   Section 2.07 Issuance and Payment    8            ARTICLE III SERVICES; STANDARD OF CARE    8            Section 3.01 Services for the Notes    8   Section 3.02 Maintenance of Files and Records    11   Section 3.03 Monthly Reports to the Company    12            ARTICLE IV REPRESENTATIONS AND COVENANTS OF THE COMPANY    13            Section 4.01 Representations, Warranties and Agreements of the Company    13   Section 4.02 Covenants of the Company    20            ARTICLE V REPRESENTATIONS AND COVENANTS OF THE AGENT; CONDITIONS    22            Section 5.01 Representations and Warranties of the Contractor    22   Section 5.02 Covenants of the Contractor    24            ARTICLE VI CONDITIONS    25            Section 6.01 Conditions of the Contractor's Obligations    25   Section 6.02 Conditions of the Company's Obligations    31            ARTICLE VII INDEMNIFICATION AND CONTRIBUTION    31







    Section 7.01 The Company's Indemnification of the Contractor    31   Section 7.02 The Contractor's Indemnification of the Company    32   Section 7.08 Intellectual Property Infringement    35   Section 7.09 Confidentiality    35            ARTICLE VIII TERM AND TERMINATION    36            Section 8.01 Effective Date of this Agreement    36   Section 8.02 Termination Prior to Initial Closing Date    36   Section 8.03 Notice of Termination    37   Section 8.04 Termination After Initial Closing Date    37   Section 8.05 Termination Without Termination of Offering    38            ARTICLE IX MISCELLANEOUS    38







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                              Section 9.01 Survival    38   Section 9.02 Notices    38   Section 9.03 Successors and Assigns; Transfer    39   Section 9.04 Cumulative Remedies    39   Section 9.05 Attorneys' Fees    39   Section 9.06 Entire Agreement    39   Section 9.07 Choice of Law; Venue    39   Section 9.08 Rights to Investor Lists    39   Section 9.09 Waiver; Subsequent Modification    40   Section 9.10 Severability    40   Section 9.11 Joint Preparation    40   Section 9.12 Captions    40   Section 9.13 Counterparts    40   Section 9.14 Third Party Contractors    40





     OUTSOURCING AGREEMENT     This OUTSOURCING AGREEMENT is entered into as of this  day of , 2012 by and between Twin Cities Power Holdings, LLC, a  Minnesota limited liability company (the Company), and Redwater LLC, a Minnesota limited liability company (the Contractor).     RECITALS     WHEREAS, the Company has registered for public offer and sale an aggregate principal amount of $50,000,000.00 of renewable,  unsecured, subordinated notes of the Company; and     WHEREAS, subject to the termination rights set forth herein, the Company desires to retain the Contractor to perform certain ministerial  tasks on behalf of the Company, and Contractor desires to accept such duties, all as provided for by the terms of this Agreement.     NOW, THEREFORE, in consideration of the above and for other good and valuable consideration, receipt of which is acknowledged, and  in consideration of the mutual promises, covenants, representations and warranties hereinafter set forth, the parties hereto agree as follows:     ARTICLE I  DEFINITIONS     Section 1.01 Defined Terms. Whenever used in this Agreement, the following terms have the respective meanings set forth below. The  definitions of such terms are applicable to the singular as well as to the plural forms of such terms.     Accepted Note Practices. As applicable to the context in which this term is used, those procedures and practices with respect  to the servicing and administration of the Notes that satisfy the following: (i) the use of reasonable care; (ii) compliance with  all Governmental Rules; (iii) compliance with the provisions of this Agreement and the Indenture; and (iv) give due  consideration to the accepted standards of practice of prudent servicing firms that service or administer comparable programs  for publicly offered notes or securities and the reliance of the Company on the Contractor for the servicing and administration  of the Renewable Note Program.     Contractor. Redwater LLC, a Minnesota limited liability company, or its successors in interest or assigns, if approved by the  Company as provided in Sections 5.02(c) and 9.03, below.     Agreement. This Outsourcing Agreement, including any exhibits or attachments hereto, as originally executed, and as  amended or supplemented from time to time in accordance with the terms hereof.     Business Day. Any day other than (a) a Saturday or Sunday or (b) another day on which banking institutions in the the State  of Minnesota are authorized or obligated by law, executive order, or governmental decree to be closed.

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     Commission or SEC. The Securities and Exchange Commission.     Company. Twin Cities Power Generation, or its successors or assigns, if approved by Contractor as provided in Section 9.03,  below.     Due Period. The monthly, quarterly, semi-annual, or annual periods, or the full term of the Note if interest is due at maturity, for  which scheduled payments of interest will be paid on any Note.     Exchange Act. The Securities Exchange Act of 1934, as amended, and as hereafter amended, and the rules and regulations  thereunder.     Governmental Rules. Any law, rule, regulation, ordinance, order, code, interpretation, judgment, decree, policy, decision or  guideline of any governmental agency, court or authority.     Holder. The registered owner of any Note as it appears on the records of the Registrar, including any purchaser or any  subsequent transferee or other holder thereof.     Incorporated Documents. All documents that, on or at any time after the effective date of the Registration Statement, are  incorporated by reference therein, in the Prospectus, or in any amendment or supplement thereto.     Indenture. That certain Indenture dated on or about , 2012, by and between the Company and the Trustee with respect to the  Notes as the same may be amended or supplemented in accordance with its terms, and including a supplement dated , 2012.     Investor. Any person who purchases Notes or who contacts the Contractor expressing an interest in purchasing the Notes or  requesting information concerning the Notes.     Material Agreement. With respect to a person, any agreement, contract, joint venture, lease, commitment, guaranty or other  contractual arrangement or any bond, debenture, indenture, mortgage, deed of trust, loan or security agreement, note,  instrument or other evidence of indebtedness, which in the case of any of the foregoing is material to the business, assets,  operations, condition or prospects, financial or otherwise, of such person or which is material to the ability of such person to  perform its obligations under this Agreement.     FINRA. Financial Industry Regulatory Authority.     Note Confirmation. With respect to the issuance and ownership of the Notes in book-entry form, an appropriate written  confirmation of the issuance and ownership or transfer of ownership of a Note to a Holder, the format of which shall comply  with the provisions of the Indenture.     2





     Note Portfolio. The aggregate of individual Notes, as it exists from time to time, which, unless the context otherwise requires or  provides, determined by the principal balances of the outstanding Notes.     Notes. The renewable, unsecured, subordinated notes of the Company that are being offered and sold pursuant to the  Registration Statement and that have an aggregate principal amount up to $50,000,000 and such other terms as described in  the Prospectus, and any additional principal amount of the same or similar notes as may be registered from time to time  pursuant to the Registration Statement.     Offering. The offer and sale of the Notes in accordance with the terms and subject to the conditions set forth in the  Registration Statement.     Paying Agent. Bank, National Association or its successors or assigns, or such other paying agent with respect to the Notes  as may be subsequently appointed by the Company pursuant to the Indenture.     Paying Agent Agreement. That certain agreement by and between the Company and the Paying Agent relating to the  Company's engagement of the Paying Agent to act as the paying agent for the Notes.     Paying Agent Fees. All fees and expenses payable to the Paying Agent in accordance with the Paying Agent Agreement.     Proprietary Rights. All rights worldwide in and to copyrights, rights to register copyrights, trade secrets, inventions, patents,  patent rights, trademarks, trademark rights, confidential and proprietary information protected under contract or otherwise  under law, and other similar rights or interests in intellectual or industrial property.     Prospectus. The prospectus included in the Registration Statement at the time it was declared effective by the Commission, as  supplemented by all prospectus supplements (including interest rate supplements) related to the Notes that are filed with the  Commission pursuant to Rules 424(b) or (c) under the Securities Act. References to the Prospectus shall be deemed to refer to  and include the Incorporated Documents to the extent incorporated by reference therein.     Redemption Payment. The payment of principal plus any accrued and unpaid interest that is being made at the discretion of  the Company in accordance with the Indenture.     Registration Statement. That certain Registration Statement on Form S-1 (File No. - ) of the Company with respect to the Notes  filed with the Securities and Exchange Commission under the Securities Act on or about , 2012, as amended and declared  effective by the Commission, including the respective copies thereof filed with the Commission. References to the     3





     Registration Statement shall be deemed to refer to and include the Incorporated Documents to the extent incorporated by  reference therein.     Renewable Note Program. The marketing, administration, customer service and investor relations, registration of ownership,  reporting, payment, repurchase, redemption, renewal and related activities associated with the Notes.     Repurchase Payment. The payment of principal plus any accrued and unpaid interest, less any penalties upon the repurchase  of any Note, that is being made at the request of the Holder in accordance with the Indenture.     Scheduled Payment. For any Due Period and any Note, the amount of interest and/or principal indicated in such Note as  required to be paid by the Company under such Note for the Due Period and giving effect to any rescheduling or reduction of  payments in any insolvency or similar proceeding and any portion thereof.     Securities Act. The Securities Act of 1933, as amended, and as hereafter amended, and the rules and regulations thereunder.     Subscription Agreement. A subscription agreement entered into by a Person under which such Person has committed to  purchase certain Notes as identified thereby, in such form and substance as mutually agreed by the parties and as filed as an  exhibit to the Registration Statement.     Trust Account. The trust account established by the Trustee pursuant to the Indenture.     Trust Indenture Act. The Trust Indenture Act of 1939, as amended, and as hereafter amended, and the rules and regulations  thereunder.     Trustee. Bank, National Association, or its successors or assigns, or any replacement Trustee under the terms of the  Indenture.     Trustee's Fees. All fees and expenses payable to the Trustee in accordance with the Indenture.     Section 1.02 Accounting Terms. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement shall be  interpreted, all accounting determinations under this Agreement shall be made, and all financial statements required to be delivered by any person  pursuant to this Agreement shall be prepared, in accordance with U.S. generally accepted accounting principles, as in effect from time to time and  as applied on a consistent basis. To the extent such principles do not apply to certain reports or accounting practices of the Contractor, the parties  will mutually agree on the accounting practices and assumptions.     4

   ARTICLE II  RETENTION OF THE CONTRACTOR AND RELATED AGREEMENTS     Section 2.01 Retention.  On the basis of the representations, warranties and agreements herein contained, and subject to the terms,  conditions and covenants set forth herein during the term of this Agreement, the Company retains the Contractor to perform the tasks specified  herein on behalf of the Company related to servicing of the Notes, in each case, under the Renewable Note Program upon the terms and conditions  set forth herein, including, without limitation, compliance and conformity with Accepted Note Practices and Governmental Rules, and the  Contractor agrees to use its best efforts perform such tasks until the later of the termination of the Offering or the sale of all of the Notes, or until  the termination of this Agreement, if earlier. In connection with the servicing of the Renewable Note Program, the Contractor will carry out the  duties provided for herein.     Section 2.02 Scope of Duties. In the performance of its duties hereunder, the Contractor shall have only such power and authority to take  action for purposes of servicing the Notes, under the Renewable Note Program that the Company, in its discretion, deems necessary or  appropriate, subject in all respects to compliance and conformity with Accepted Note Practices and Governmental Rules. Initial instructions of the  Company to the Contractor are set forth in Exhibit B to this Agreement, which Company may, in its discretion, amend and supplement from time to  time. In the performance of its duties hereunder, the Contractor shall (i) act as the agent of the Company in connection with the Renewable Note  Program; (ii) promptly forward to the Company all Subscription Agreements, notices or other documents received by it in connection with the  Renewable Note Program for the sole and exclusive use and benefit of the Company; and (iii) make dispositions of the items in clause (ii) only in  accordance with this Agreement or at the written direction of the Company. Except as set forth in this Agreement with respect to the Renewable  Note Program, the Contractor shall have no authority, express or implied, to act in any manner or by any means for or on behalf of the Company.     Section 2.03 Compensation to the Contractor.     (a) The Contractor's Fees. In consideration of the agreement of the Contractor to provide its services as set forth in this  Agreement, the Company will pay the Contractor the following amounts:     (i) a monthly service fee of $7.50 per note based on the maximum number of notes outstanding during the  month, subject to a monthly minimum of $2,500;     (ii) a fee for media services further described in Exhibit A equal to the 15% gross/net differential or the fee  equivalent thereof;     (iii) a fulfillment fee of $2.00 per investment kit mailed;     (iv) a fulfillment fee of $1.00 per address for each bonus offer or marketing postcard mailed, subject to a $10,000  maximum per project.     5









     (b) The Contractor's Expenses. Except as otherwise provided in this Agreement, each party shall bear all of its own expenses.  To the extent that the Company agrees herein to pay specified offering-related expenses such as all marketing and advertising costs,  the Company will pay or cause to be paid such expenses whether incurred prior or subsequent to the date of this Agreement     (c) Payment of Fees. On the first Business Day of each month, or as soon thereafter as practicable, the Contractor shall provide  the Company with a written invoice for the previous month's fees and expenses that are payable with respect to Notes issued up to the  last day of such month.. Such fees and expenses will be due and payable by the later of the fifteenth (15 ) day of every month or fifteen  (15) days after the date such invoice is received.     Section 2.04 Brokers and Dealers. At the discretion of the Company, the Company may, at no additional obligation or expense to the  Contractor, use the services of brokers or dealers who are members in good standing of FINRA in connection with the offer and sale of the Notes.  The Company may enter into agreements with any such broker or dealer to act as its agents for the sale of the Notes and shall be solely  responsible for the payment of any portion of the Contractor's compensation hereunder to such broker or dealer. The Contractor's administrative  services will apply to all notes sold by brokers or dealers and the Company will compensate the Contractor for such services in accordance with  Section 2.03.     Section 2.05 The Contractor's Unrelated Activities. The Company agrees that the Contractor may service renewable note programs for  other issuers during the course of the Offering, but such activities shall not prevent the Contractor from promptly and efficiently performing its  duties hereunder. The Contractor (and the Agency as defined in Section 3.01(b) below) may direct other issuers to advertise the securities of other  issuers on websites, in print, by radio, or by any other means and at such times as they may determine; provided, however, that any such  advertising which refers to the Notes shall not refer to, mention, or advertise any securities or notes of any other issuer, nor include any links to  any other issuer, renewable note program or offering. The Contractor shall have the right to advertise or otherwise disclose to unrelated  prospective issuers, at its own expense, its relationship with the Company, the services it provides in connection with the Notes and the amount of  money that it raised through the Offering and the performance of the Offering, subject to the Company's consent, which shall not be unreasonably  withheld.     Section 2.06 Independent Contractor. The Contractor shall have no obligation to purchase Notes for its own account. During the term of  this Agreement, all actions taken by the Contractor pursuant to this Agreement shall be in the capacity of an independent contractor, and in no  event shall the Contractor have any obligations under the Notes.     Section 2.07 Issuance and Payment. The Notes shall be issued pursuant to the Indenture and all Scheduled Payments, Redemption  Payments and Repurchase Payments shall be made by automated clearing house (i.e., ACH) remittance from the Trust Account by the Paying  Agent in accordance with the Paying Agent Agreement and the Indenture.     6

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     ARTICLE III  SERVICES; STANDARD OF CARE     Section 3.01 Services for the Notes. The services to be provided to the Company by the Contractor pursuant to and during the term of  this Agreement shall include the following:     (a) Marketing and Advertising. During the term of this Agreement, the Contractor shall develop and execute a direct response  marketing strategy for the Notes designed to meet the Company's capital goals in a timely manner, which shall be subject to the prior  approval of the Company. The Contractor shall also oversee designing and printing all marketing materials (subject to the prior  approval of the Company), in accordance with the Securities Act, including the applicable rules and regulations and any other  requirements of the SEC and any other Governmental Rules. The Contractor will provide the Company with media planning, media  buying, media production and media placement services related to the Offering. All ad placements and use of all marketing materials  shall be subject to the prior written approval of the Company. The Company will pay all marketing and advertising costs related to the  offering, including printing, postage, advertising and web site hosting.     (i) During the term of this Agreement, the Company hereby grants the Contractor a limited license to use the  Company's logo, corporate colors, trademarks, trade names, fonts, and other aspects of corporate identity in  advertisements and marketing materials related to the Notes and on the Contractor's website, subject to the Company's  prior written approval of the specific use of these items in writing in each instance (which shall not be unreasonably  withheld). The Contractor will not make use of the Company's logo, corporate colors, trademarks or trade names in any  manner that would reasonably be expected to disparage or damage such marks or the reputation of the Company or  diminish the Company's goodwill. It is expressly agreed that the Contractor is not acquiring any right, title or interest in  the Company's logo, corporate colors, trademarks, trade names or other intellectual property.     (b) Subscription, Sale and Ownership. During the term of this Agreement, the Contractor shall promptly forward to the  Company each Subscription Agreement for the Notes received from an Investor. The Company shall be responsible for determining  whether (i) such subscription shall be accepted, (ii) such agreement is complete and accurate in all material respects, including without  limitation the execution thereof by such Investor, (iii) such Investor timely remits the proper purchase price for the Notes in accordance  with the Subscription Agreement, and (iv) the principal amount, interest rate and term to maturity and any other material terms of the  Notes are verified for accuracy and completeness. Upon delivery by each Investor of a completed Subscription Agreement for Notes  and full payment of the principal amount of such Notes in accordance with the Investor's Subscription Agreement, and subject to the  acceptance of the Subscription Agreement by the Company, the Company shall promptly notify the Contractor and the Contractor shall  promptly (i) verify that the payment of the principal amount of such Investor's accepted subscription for the Notes     7





     is being remitted to the Company in accordance with the Subscription Agreement in an account established by the Company for such  purpose or in such other manner as may be directed by the Company from time to time, and (ii) remit to the Trustee electronic or hard  copies of all accepted Subscription Agreements and related records as may be reasonably requested by the Trustee, including without  limitation, a record of each deposit relating to the payment of the subscription amount of the Notes. Pursuant to the preceding  sentence, Notes shall be issued by the Contractor as the Company's Registrar in book-entry form only and the Contractor shall deliver  a Note Confirmation to each Holder with respect to such Holder's respective accepted Subscription Agreement and the receipt of full  payment for such Holder's Notes. In the event that the Company rejects a Subscription Agreement, the Contractor shall promptly  return the Subscription Agreement and the related subscription amount to the related Investor. The Company hereby appoints the  Contractor, and the Contractor hereby accepts such appointment, as its initial Registrar (as such term is defined in the Indenture) for  the Notes pursuant to the terms of the Indenture. For so long as the Contractor shall serve as the Registrar for the Notes, the  Contractor shall perform, in accordance with the terms of the Indenture, all of the duties and obligations of the Registrar under the  Indenture, including, without limitation, the obligation to maintain a book-entry registration and transfer system for the ownership of  the Notes in accordance with the terms of the Indenture.     (c) Investor Relations and Reporting. During the term of this Agreement the Contractor, in conjunction with the Trustee, shall perform  ministerial tasks included in the customer service and investor relations functions with respect to the Offering, as directed from time to time by the  Company, which may include, but not be limited to, handling inquiries from Investors in a manner consistent with Section 3.01(d), mailing  investment kits, delivering to each Investor the Prospectus and Subscription Agreement, and processing Subscription Agreements. The  Contractor shall to the best of its knowledge ensure that each person submitting a Subscription Agreement shall have received the Prospectus. An  Investor who visits the offering web site shall be deemed to have received the Prospectus, provided such person either delivers an Electronic  Delivery Consent Form with such Investors Subscription Agreement or certifies under penalties of perjury that he, she or it has received the  Prospectus.     (d) The Contractor shall forward to the Company written or telephonic questions by Investors and Holders relating to the Notes regarding  topics that are not addressed in the Prospectus or its supplements, including without limitation questions relating to the Company's finances and  business, the Company's performance and practices with regard to the Notes, and substantive matters regarding an investment in the Notes,  unless such questions can be answered solely by reference to the Company's SEC filings. Notwithstanding the foregoing, the Contractor may  respond to questions that are purely administrative or ministerial in nature. The Contractor shall also be responsible for recording changes in  Holders' addresses or accounts, preparing and issuing maturity and renewal notices, quarterly statements, newsletters, reports and analyses to  Holders and to the Company, directing the Paying Agent to make Scheduled Payments, Repurchase Payments and Redemption Payments to  Holders in a timely manner, and directing the Paying Agent to issue Form 1099INT's to Holders as required by law. In addition, the Contractor  shall provide the Trustee (and copy the Company) with management reports regarding the Notes as required under the Indenture.     8





     (e) Web Site Development. Subject to compliance and conformity with Accepted Note Practices by the Contractor, the Contractor (or a  third party service provider working at the Contractor's direction) shall assist the Company in developing a dedicated Internet web site separate  from the Company's corporate site to allow Investors to view online and download copies of the Offering documents (including the Prospectus  and Subscription Agreement) and marketing materials that are included in the investment kit or comparable information.     (f) Ownership of Web Pages. Any and all web pages used by Contractor in connection with the Offering (the Web Pages), and all  associated Proprietary Rights, shall be owned exclusively by the Company.     (g) Daily Payment Reports to Company. On each Business Day during the term of the Notes, the Contractor shall furnish daily reports to  the Company that detail and summarize the amount of cash that is required to pay interest and principal on the Notes.     Section 3.02 Maintenance of Files and Records. The Contractor shall establish and maintain at all times during the term of this  Agreement files and records (including, without limitation, computerized records) regarding the Notes and the Note Portfolio, with full and correct  entries of all transactions or modifications in a reasonably secure, up-to-date manner and in accordance with the following:     (a) Location. All Note and Note Portfolio files and records shall be stored and maintained at the Contractor's principal place of  business, or other location as designated by the Company. The Contractor shall keep in such files all correspondence received or sent  regarding each Note, each Investor, and each Holder, whether upon any purchase or transfer of a Note.     (b) Original Documents. The Contractor will store all original Subscription Agreements, Note Confirmations, correspondence  from Investors and Holders and other materials relating to the Renewable Note Program in a reasonably secure manner at the  Contractor's principal offices or such other location as may be designated by the Company. The Contractor shall exercise due care in  handling and delivering the original documents and the other documents in the Note files and records. The Contractor shall not grant  or allow any person an interest in original documents or rights thereunder, and all original documents in the possession of the  Contractor shall be deemed to be in the possession of the Company.     (c) Examination. At any time the Company and its agents and representatives may physically inspect any documents, files or  other records relating to the Renewable Note Program and discuss the same with the Contractor's officers and employees. The  Contractor shall supply copies of any such documents, files, or other records upon the request of the Company, as soon as is  reasonably and commercially practicable at the Company's cost and expense.     (d) Retention. Unless otherwise requested by the Company, or unless otherwise required by Governmental Rules, the  Contractor shall retain, with respect to     9





     each Note, for a period of 24 months from the date the Note is fully paid, all records, files and documents related to each such Note. At  the end of such 24-month period, unless otherwise directed by the Company, all such items shall be transferred to the Company, or to a  third party as designated by the Company, at the Company's sole cost and expense. The Contractor shall be permitted to retain copies  of any such documents for its own files for its own account and at its own expense. The Contractor shall maintain the privacy of the  Investors and Holders in accordance with all applicable Governmental Rules.     (e) Return. If this Agreement is terminated, or otherwise at the instruction of the Company, the Contractor shall promptly  deliver to the Company or its designee, as the case may be, all Note files and records (including, without limitation, copies of  computerized records and servicing and other software, except as may be prohibited by any third party contract or license) related to  the administration of the Notes and all monies collected by it relating to the Renewable Note Program (less any fees or expenses due to  the Contractor). The Contractor shall be entitled to make and keep copies of such records, at its cost and expense. In addition to  delivering such data and monies, the Contractor shall use its best efforts to effect the orderly and efficient transfer of the administration  of the Notes to the Company or other party designated by the Company to assume responsibility for such administration, including,  without limitation, directing Holders to remit all repurchase or other notices to the address designated by the Company. All costs of  conversion and transfer of such records to the Company or another agent shall be paid by the Company.     (f) Security. The parties shall take appropriate security measures to protect customer nonpublic personal information (NPI),  as defined in the Gramm-Leach-Bliley Act of 1999, Title V, and its implementing regulations, against accidental or unlawful destruction  and unauthorized access, tampering, and copying during storage in either party's computing or paper environment. Access to NPI  must be restricted to only the personnel that have a business need relating to the Renewable Note Program. NPI must be stored in a  secured format within all systems at both parties' location and any other locations where the data may reside. Transmission of such  NPI between the parties or vendors must be done in a secure manner, in a method mutually agreed upon by both parties. Each party will  engage appropriate and industry-standard measures necessary to meet information security guidelines as required by the Gramm- Leach-Bliley Act, Title V and its implementing regulations as applicable to such party to effectuate this Agreement.     Section 3.03 Information to the Company. As agreed by the parties, the Contractor shall make reports and analyses available to the  Company regarding the status of the Note Portfolio, the marketing results and the amount of Notes remaining available for issuance under the  Registration Statement. The Contractor shall also provide interim or custom reports at the Company's request as is commercially reasonable,  including, without limitation, a weekly update via email identifying new Holders by name, address and principal amount of Notes purchased. The  Contractor shall also furnish statements, reports and information to the Paying Agent to the extent that the Company is required to furnish or  cause to be furnished such statements, reports or information to the Paying Agent under the Paying Agent Agreement.     10





     ARTICLE IV  REPRESENTATIONS AND COVENANTS OF THE COMPANY     Section 4.01 Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with  the Contractor as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this  Offering is terminated and all then outstanding Notes have been paid in full or such earlier date that this Agreement has been terminated, except  for those representations and warranties that address matters only as of a particular date, which representations and warranties shall be deemed to  be made as of such date.     (a) The Company satisfies all of the requirements for the use of Form S-1 with respect to the offer and sale of securities as  contemplated by the Offering. The Commission has not issued any order preventing or suspending the use of the Registration  Statement or Prospectus and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the  Commission or the securities authority of any state or other jurisdiction.     (b) The Company has full requisite power and authority to enter into this Agreement and perform the transactions  contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding  agreement on the part of the Company, enforceable against the Company in accordance with its terms subject to bankruptcy,  insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors'  rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein  contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under:     (i) any Material Agreement to which the Company or any subsidiary is a party or by which the Company or  any subsidiary or their respective properties may be bound;     (ii) the articles of incorporation or bylaws of the Company, or     (iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or  governmental agency or body, domestic or foreign, having jurisdiction over the Company or any subsidiary or their  respective properties.     (c) No consent, approval, authorization or order of or qualification with any court, governmental agency or body, domestic or  foreign, having jurisdiction over the Company or over its properties is required for the execution and delivery of this Agreement and  the consummation by the Company of the transactions herein contemplated, except such as may be required under the Securities Act,  the Exchange Act, the Trust Indenture Act, or under state or other securities or blue sky laws, all of which requirements have been  satisfied.     11





     Section 4.02 Covenants of the Company. The Company hereby covenants and agrees with the Contractor as follows:     (a) The Company will notify the Contractor promptly of the time when the Registration Statement or any post-effective  amendment to the Registration Statement has become effective or any supplement to the Prospectus has been filed and of any request  by the Commission for any amendment or supplement to the Registration Statement or Prospectus or additional information. In the  event that the Company files any amendment or supplement to the Registration Statement or Prospectus to which the Contractor shall  reasonably object, the Contractor will be relieved of its obligations with respect to the Offering (but not the administration) of the Notes  until such time as the Company shall have filed such further amendments or supplements such that the Contractor is reasonably  satisfied with the Registration Statement and the Prospectus, as then amended or supplemented.     (b) The Company will advise the Contractor, promptly after it shall receive notice or obtain knowledge thereof, of the issuance  by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification  of the Notes for offering or sale in any jurisdiction, or of the initiation or receipt of any specific threat of any proceeding for any such  purpose.     (c) The Company will furnish to the Contractor copies of the Registration Statement, the Prospectus, and all amendments and  supplements to such documents, in each case as soon as available and in such quantities as the Contractor may from time to time  reasonably request.     (d) For such period as this Agreement may be in effect, the Company shall make available to the Contractor, as soon as the  same shall be sent to its stockholders generally, copies of all annual or interim stockholder reports of the Company and will, for the  same period, also furnish the Contractor one copy of any report, application or document (other than exhibits, which, however, will be  furnished on the Contractor's request) filed by the Company with the Commission, The Nasdaq Stock Market or any other securities  exchange.     (e) At all times during the term of this Agreement, the Company shall provide all information reasonably requested by the  Contractor that relates to the Renewable Note Program in a timely manner and shall use its best efforts to insure that such information  is complete and accurate.     (f) The Company will, during the term of this Agreement, furnish directly to the Contractor quarterly profit and loss statements  and reports of the Company's cash flow as reported on the applicable quarterly report on Form 10-Q.     12

   ARTICLE V  REPRESENTATIONS AND COVENANTS OF THE CONTRACTOR; CONDITIONS     Section 5.01 Representations and Warranties of the Contractor. The Contractor hereby represents and warrants to the Company as  follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is  terminated or such earlier date that this Agreement has been terminated:     (a) The Contractor (i) has been duly organized, is validly existing and in good standing as a Minnesota limited liability  company, (ii) has qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of  its properties or the nature of its activities (including without limitation activities of the Contractor hereunder) makes such qualification  necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to  enter into and perform its obligations under this Agreement.     (b) The Contractor has full requisite power and authority to enter into this Agreement and perform the transactions  contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Contractor and is a valid and binding  agreement on the part of the Contractor, enforceable against the Contractor in accordance with its terms subject to bankruptcy,  insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors'  rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein  contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under:     (i) any Material Agreement to which the Contractor is a party or by which the Company or its properties may  be bound;     (ii) the articles of incorporation or bylaws of the Contractor, or     (iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or  governmental agency or body, domestic or foreign, having jurisdiction over the Contractor or over its properties.     (c) The Contractor has obtained all governmental consents, licenses, approvals and authorizations, registrations and  declarations which are necessary for the execution, delivery, performance, validity and enforceability of the Contractor's obligations  under this Agreement.     (d) The Contractor has operated and is operating in compliance with all authorizations, licenses, certificates, consents, permits,  approvals and orders of and from all state, federal and other governmental regulatory officials and bodies necessary to conduct its  business as contemplated by and described in this Agreement, all of which are, to the Contractor's knowledge, valid and in full force  and effect. The     13





     Contractor is conducting its business in compliance with all applicable Governmental Rules, laws, rules and regulations of the  jurisdictions in which it is conducting business, and the Contractor is not in violation of any applicable Governmental Rules, law, order,  rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign,  having jurisdiction over the Contractor or over its properties.     (e) The Contractor maintains insurance, which is in full force and effect, with insurers of recognized financial responsibility of  the types and in the amounts generally deemed adequate for its business and, to the best of the Contractor's knowledge, in line with  the insurance maintained by similar companies and businesses; and the Contractor has no reason to believe that it will not be able to  renew its existing insurance coverage as and when such coverage expires or obtain similar coverage from similar insurers as may be  necessary to continue its business at a cost that would not materially and adversely affect the financial condition or business  operations of the Contractor.     Section 5.02 Covenants of the Contractor. The Contractor hereby covenants to the Company as follows, which covenants shall be  deemed in force unless and until this Agreement is terminated as provided herein:     (a) The Contractor shall punctually perform and observe all of its obligations and agreements contained in this Agreement.     (b) The Contractor shall conduct its business in compliance with all applicable Governmental Rules, and its activities shall not  violate any governmental rules relating to the registration or the activities of securities brokers and dealers. To the extent that this  covenant to comply with all Governmental Rules conflicts with any other covenant contained in this Agreement, the covenant to  comply with all Governmental Rules shall control.     (c) Except as provided in this Agreement, the Contractor shall not take any action, or permit any action to be taken by others,  which would excuse any person from any of its covenants or obligations under any Note, or under any other instrument related to a  Note, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or  effectiveness of, any Note or any such instrument or any right in favor of the Company in a Note or such instrument, without the  written consent of the Company.     (d) The Contractor shall not assign this Agreement or any of its rights, powers, duties or obligations hereunder without the  express prior written consent of the Company, which shall not be unreasonably withheld.     (e) At all times during the term of this Agreement, the Contractor shall provide all information relating to the Offering, the  Renewable Note Program or the Note Portfolio reasonably requested by the Company in a timely manner and shall use its best efforts  to insure that such information is complete and accurate in all material respects.     14





     (f) The Contractor shall take such additional action as is reasonably requested by the Company in order to carry out the  purposes of this Agreement. Such reasonable additional action includes, but is not limited to, cooperating with Company in verification  of Contractor's compliance, such as by providing copies of certificates of insurance and of other books and records of Contractor, and  by permitting inspection of the premises, books and records of Contractor.     ARTICLE VI  CONDITIONS     Section 6.01 Conditions of the Contractor's Obligations. The obligation of the Contractor to administer the Offering on a best efforts  basis as provided herein shall be subject to the accuracy of the representations and warranties of the Company, to the performance by the  Company of its obligations hereunder, and to the satisfaction of the following additional conditions:     (a) The Registration Statement shall be effective, and no stop order suspending the effectiveness thereof shall have been  issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the Company, or the Contractor,  threatened by the Commission or any state securities commission or similar regulatory body. Any request of the Commission for  additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to  the reasonable satisfaction of the Contractor and the Contractor's counsel.     (b) The Contractor shall not have advised the Company of its reasonable belief that the Registration Statement or Prospectus,  or any amendment thereof or supplement thereto, contains any untrue statement of a fact which is material or omits to state a fact which  is material and is required to be stated therein or is necessary to make the statements contained therein, in light of the circumstances  under which they were made, not misleading, or, if the Contractor has so advised the Company, the Company shall not have taken  reasonable action to investigate such belief and, where appropriate, amend the Registration Statement or supplement the Prospectus so  as to correct such statement or omission or effect such compliance.     (c) The Indenture shall have been duly authorized, executed and delivered by the Company and duly qualified under the Trust  Indenture Act.     (d) All corporate proceedings and other legal matters in connection with this Agreement, the form of Registration Statement  and the Prospectus, and the registration, authorization, issue, sale and delivery of the Notes shall have been reasonably satisfactory to  the Contractor's counsel, in all material respects, and the Contractor's counsel shall have been furnished with such papers and  information as it may reasonably have requested to enable it to pass upon the matters referred to in this Section.     15





     ARTICLE VII  INDEMNIFICATION AND CONTRIBUTION     Section 7.01 The Company's Indemnification of the Contractor. The provisions of Exhibit A hereto, entitled Responsibility of and  Indemnification by Agency are hereby incorporated herein by reference.     Section 7.02 The Contractor's Indemnification of the Company. The provisions of Exhibit A hereto, entitled Responsibility of and  Indemnification by Company are hereby incorporated herein by reference.     Section 7.03 Intellectual Property Infringement. The Contractor agrees that it shall defend, indemnify and hold harmless, at its own  expense, all suits and claims against the Company and any officers, directors, employees and affiliates of the Company (collectively, the Company  Indemnified Parties), for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third  party that relates to this Agreement or the Offering, or servicing of the Notes. The Contractor agrees that it shall pay all sums, including without  limitation, reasonable attorneys' fees and other costs incurred by the Company, in defense of, by final judgment or decree, or in settlement of any  suit or claim asserted or assessed against, or incurred by, any of the Company Indemnified Parties on account of such infringement or violation,  provided that the Company Indemnified Parties involved shall cooperate in all reasonable respects with the Contractor and its attorneys in the  investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Company Indemnified  Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The  parties shall cooperate with each other in any notifications to insurers.     Section 7.04 Confidentiality. The parties to this Agreement acknowledge and agree that all information, whether oral or written,  concerning a disclosing party and its business operations, prospects and strategy, which is furnished by the disclosing party to the other party is  deemed to be confidential, restricted and proprietary to the disclosing party (the Proprietary Information). Proprietary Information supplied shall  not be disclosed, used or reproduced in any form except as required to accomplish the intent of, and in accordance with the terms of, this  Agreement and the Indenture. The receiving party shall provide the same care to avoid disclosure or unauthorized use of Proprietary Information  as it provides to protect its own proprietary information, including without limitation retaining Proprietary Information in a secure place with limited  access, but in no event shall the receiving party fail to use reasonable care under the circumstances to avoid disclosure or unauthorized use of  Proprietary Information. Unless otherwise specified in writing, all Proprietary Information shall (i) remain the property of the disclosing party, (ii) be  used by the receiving party only for the purpose for which it was intended under this Agreement and the Indenture, and (iii) together with all  copies of such information, be returned to the disclosing party or destroyed upon request of the disclosing party, and, in any event, upon  termination of this Agreement, except as otherwise provided or contemplated by this Agreement, including Sections 3.02(b) and (e) and 8.05  hereof. Proprietary Information does not include information which is: (a) published or included as disclosure within the Registration Statement or  otherwise available in the public domain through no fault of the receiving party; (b) lawfully received from a third party having rights in the  information without     16





     restriction of the third party's right to disseminate the information and without notice of any restriction against its further disclosure; or (c)  produced under order of a court of competent jurisdiction or other similar requirement of a governmental agency or authority, so long as the party  required to disclose the information provides the other party with prior notice of such order or requirement and its cooperation to the extent  reasonable in preserving its confidentiality. Because damages may be difficult to ascertain, and without limiting any other rights and remedies  specified herein, an injunction may be sought against the party who has breached or threatened to breach this Section.     ARTICLE VIII  TERM AND TERMINATION     Section 8.01 Effective Date of this Agreement. This Agreement shall become effective as of the date first set forth above, and shall  continue in full force and effect until terminated as provided below.     Section 8.02 Termination. The Company or the Contractor may terminate this Agreement at any time in whole or in part as more  specifically provided below, and in such case, the Contractor will be paid fees incurred up to the date of such termination plus its expenses  accrued as of such date within 30 days of such termination. The Company will have the ability to terminate this Agreement by giving 60 days' prior  written notice to the Contractor. The Contractor will have the ability to terminate this Agreement by giving 90 days' prior written notice to the  Company.     Section 8.03 Termination Without Termination of Offering. Anything to the contrary notwithstanding, the termination of this  Agreement shall not prevent the Company from commencing or cause the Company to terminate the Offering. In the event this Agreement is  terminated without a termination of the Offering, then the Company, or its agents, shall be entitled to use all materials developed by the Contractor  related to the Notes as provided elsewhere herein.     ARTICLE IX  MISCELLANEOUS     Section 9.01 Survival. The respective indemnity and contribution agreements of the Company and the Contractor set forth herein and the  respective representations, warranties, covenants and agreements of the Company and the Contractor set forth herein, shall remain operative and  in full force and effect, regardless of any investigation made by, or on behalf of, the Contractor, the Company, any of its officers and directors, or  any controlling person referred to in Article VII and shall survive the sale of the Notes and any termination or cancellation of this Agreement. Any  successor of any party or of any such controlling person, or any legal representative of such controlling person, as the case may be, shall be  entitled to the benefit of the respective indemnity and contribution agreements.     Section 9.02 Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and  shall be mailed, delivered or transmitted by any standard form of telecommunication, as follows:     17







   Section 9.03 Successors and Assigns; Transfer. This Agreement shall inure to the benefit of and be binding upon the Contractor and  the Company and their respective successors and permitted assigns. Nothing expressed in this Agreement is intended or shall be construed to  give any person or corporation, other than the parties hereto, their respective successors and assigns, any legal or equitable right, remedy or claim  under, or in respect of, this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended  to be and being for the sole and exclusive benefit of the parties hereto and their respective executors, administrators, successors, and for the  benefit of no other person or corporation. Neither party may assign its rights and obligations under this Agreement without the written consent of  the other party.     Section 9.04 Cumulative Remedies. Unless otherwise expressly provided herein, the remedies of the parties provided for herein shall be  cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the party for whose benefit such  remedy is provided, and may be exercised as often as occasion therefor shall arise.     Section 9.05 Attorneys' Fees. In the event of any action to enforce or interpret this Agreement, the prevailing party shall be entitled to  recover reasonable attorneys' fees and costs, whether or not such action proceeds to judgment.     18

            If to the Contractor, to:



Redwater LLC   5400 Opportunity Court   Suite 160   Minneapolis, Minnesota 55343   Attention: K. Edward Elverud   Tel. (952) 345-3385                   If to the Company, to:



   Twin Cities Power Holdings, LLC   16233 Kenyon Avenue   Suite 210   Lakeville, Minnesota 55044      Attn: Chief Executive Officer      Tel. 952-431-0400                   with a copy to:



Leonard, Street and Deinard   150 South Fifth Street — Suite 2300   Minneapolis, Minnesota 55402      Attention: Mark S. Weitz      Tel. 612-335-1517





     Section 9.06 Entire Agreement. Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement of the  parties hereto with respect to the matters addressed herein and supersedes all prior or contemporaneous contracts, promises, representations,  warranties and statements, whether written or oral (including, but not limited to, the Proposal), with respect to such matters.     Section 9.07 Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of  Minnesota, without regard to conflict of law principles. Any dispute shall be heard in the courts of the state of Minnesota.     Section 9.08 Rights to Investor Lists. The parties acknowledge that the Offering will produce a list of investors that purchase Notes, a  list of prospects that respond to advertisements, but do not purchase any Notes, a list of former investors who redeemed their Notes, and a list of  former investors whose Notes the Company redeemed. Subject to any privacy laws, both the Company and the Contractor will be able to use these  lists for their own business purposes as long as doing so does not interfere with the marketing, sale or administration of the Notes.     Section 9.09 Waiver; Subsequent Modification. Except as expressly provided herein, no delay or omission by any party in insisting upon  the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or  relinquishment of such provision, nor shall it impair such right or remedy, and no waiver by any party or any failure or refusal of the other party to  comply with its obligations under this Agreement shall be deemed a waiver of any other or subsequent failure or refusal to so comply by such  other party. No waiver or modification of the terms hereof shall be valid unless in writing and signed by the party to be charged, and then only to  the extent therein set forth.     Section 9.10 Severability. If any term or provision of this Agreement or application thereof to any person or circumstance shall, to any  extent, be found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such  term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and  each term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.     Section 9.11 Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting document shall  not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.     Section 9.12 Captions. The title of this Agreement and the headings of the various articles, section and subsections have been inserted  only for the purpose of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict  any of the provisions of this Agreement.     Section 9.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,  but all of which together shall constitute one instrument.     Section 9.14 Third Party Contractors. In the event that the Company engages a third party to perform any of the obligations of the  Contractor under this Agreement, the Company      19





     shall provide written notice to the Contractor of such engagement, the Contractor shall thereafter be relieved of any such obligations for which the  third party was engaged.     [Remainder of page intentionally left blank]     20





     IN WITNESS WHEREOF, this Outsourcing Agreement is hereby entered into by the undersigned parties as of the date first set forth  above.

   21

Exhibit A    Media Services     The following describes the advisory services to be provided by Redwater LLC (Contractor) to Twin Cities Power Generation (Company) in  connection with the administration of Company's renewable, unsecured, subordinated notes (the Notes), as more specifically defined in, and  pursuant to the terms of, the Outsourcing Agreement to which this description is an exhibit.     1. Agent Services.     Agent will perform the following services for Company:     · Acting on the study, analysis and knowledge of the product described above, formulate and recommend a media plan to the  Company and coordinate the execution of such a plan as directed by the Company.     · Check and verify insertions, displays, broadcasts or other means used.     · Audit invoices for space and time and other marketing services performed on Company's behalf.     · Coordinate creative and copy development, direct mail services, literature fulfillment, commercial printing, list management, list  brokering, efficiency analysis and other similar activities.     2. General Provisions.

                                 TWIN CITIES POWER HOLDINGS, LLC                                        By:

          Name:

          Title:



                    REDWATER LLC.                                        By:

          Name:     K. Edward Elverud          Title:     Manager





     Approval of Expenditures: Contractor agrees to secure Company's written approval of all expenditures in connection with Company's  plans.     Cancellation of Plans: Company reserves the right to modify, reject, cancel or stop any and all plans, schedules or work in progress. In  such event Contractor shall take reasonable steps to carry out Company's instructions as promptly as practicable. Company agrees to assume  liability for all commitments made by Contractor on its behalf, and to reimburse Contractor for any losses (including cancellation penalties) that  Contractor may sustain derived therefrom and for all expenses incurred in connection with Company approved plans on its authorization, and to  pay Contractor any service charges relating thereto, in accordance with the provisions hereof.     Failure of Suppliers to Perform: Contractor will endeavor to the best of its knowledge and ability guard against any loss to Company  through failure of media or suppliers to properly execute their commitments, but shall not be held responsible for any failure on their part.     Confidentiality: Contractor acknowledges its responsibility to use all reasonable efforts to preserve the confidentiality of any proprietary  or confidential information or data developed by Contractor on behalf of Company or disclosed by Company to Contractor.     22





     Responsibility of and Indemnification by Agency: Contractor agrees to indemnify and hold Company, its officers, directors, agents and  employees harmless from and against any claims, liabilities, losses, costs, expenses, or the like, including reasonable attorneys' fees, incurred in  respect to any material breach by Contractor hereof or Contractor's negligence and/or intentional wrongdoing in connection with the services.     Responsibility of and Indemnification by Company: Company agrees to indemnify and hold Contractor, its officers, managers, directors,  agents and employees harmless from and against any claims, liabilities, losses, costs, expenses, or the like, including reasonable attorneys' fees,  incurred in respect to any material breach by Company of this Agreement or Company's negligence and/or intentional wrongdoing in connection  with the services. Company shall be responsible for the accuracy, completeness and propriety of information concerning its products and services  that it furnishes to Contractor in connection with the performance of the services.     3. Expenses and Fees.     · Company agrees to pay or prepay advertising, graphic design and printing expenses either directly to the respective vendors or to  the Contractor as required. The Company will pay the Contractor the difference between the published gross rates and the net  rates for all advertisements, graphic design services or printing services or an equivalent mark-up. All Contractor fees will be  subject to the approval of the Company.     · Refunds: Contractor shall refund or credit Company any other refunds received in connection with advertisements.     · Other Marketing Expenses. Subject to its prior approval, the Company agrees to pay Contractor for all reasonable out of pocket,  non-media charge marketing expenses related to the development and production of all direct marketing and promotional  materials.     5. Termination.     · Period of Services: The services described herein to be provided by Agency shall begin upon execution and delivery of the  Outsourcing Agreement and shall continue until termination of Contractor's activities to administer the Notes thereunder.     · Payment for Purchases and Work Done: Any materials, services, etc. Contractor has committed to purchase for Company's  account, or with Company's approval (or any uncompleted work previously approved by Company either specifically or as part  of a plan) prior to termination of the Services shall be paid for by Company in accordance with the provisions of this Agreement.     23





  Exhibit B   Service Standards     Initial Instructions of Company to Contractor pursuant to that certain Outsourcing Agreement dated as of , 2012, between Twin Cities Power  Holdings, LLC and Redwater LLC.     Geographical Limitations. Contractor shall not communicate with Investors resident in any state that is identified in the then-current Prospectus as  a state in which the Notes are not offered, other than to communicate, in substance, that the Notes are not offered to persons resident in such  states. The initial list of such states is as follows, but the Company may, in its discretion, amend such list by filing an amended Prospectus or a  supplement to Prospectus:     . [TBD]     24 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
[EX A]:
Any  successor of any party or of any such controlling person, or any legal representative of such controlling person, as the case may be, shall be  entitled to the benefit of the respective indemnity and contribution agreements.