ARPWAVE ™ JOINT VENTURE AGREEMENT

BETWEEN

ARPWAVE, LLC

and

_____________________________

Minneapolis, Minnesota

i

THIS JOINT VENTURE AGREEMENT (the “Agreement”) is made effective on _____________________, by and between ARPwave, LLC, a Minnesota limited liability company, whose principal place of business is located at 7721 145th Street West, Apple Valley, MN  55124-7516 (“ARPwave”) and __________________________________________, whose principal place of business is located at ________________________________________ __________________________________________________________________ (“Venturer”).

RECITALS:

A. ARPwave is a Minnesota limited liability company engaged in the business of providing Neuro Therapy - Neuro Recovery ™ Treatment Systems (“Systems”) 1 and related services to health care providers and the public at large. Neuro Therapy - Neuro Recovery ™ is a proprietary and patented treatment process which uses a unique FDA-cleared functional neuro-muscular electric muscle stimulation medical-purpose device to treat the neurological origin of physiological symptoms;

B. Venturer desires to obtain the right to act as an independent representative of the Systems, with the right to market and promote the Neuro Therapy Network Systems in a designated territory to licensed medical professionals which provide medical services to patients at their office locations (hereinafter the “Provider”);

C. On the terms and subject to the conditions set forth herein and the attached, ARPwave desires to appoint Venturer as an independent, authorized representative of the Systems and to market and promote Neuro Therapy equipment, Neuro Therapy - Neuro Recovery protocols and related business services as are necessary and appropriate for the day-to-day implementation of Neuro Therapy - Neuro Recovery Treatment Systems by Providers to their patients; and

D. Venturer and ARPwave desire to enter into this Agreement to provide a statement of their respective rights and responsibilities in the marketing and promotion of Neuro Therapy equipment and Neuro Therapy - Neuro Recovery Treatment Systems to Providers.

E. ARPwave reserves the right to advertise, promote, market and distribute the Systems, and to appoint third parties to advertise, promote, market and distribute the Systems worldwide. Further, ARPwave reserves the right, in its sole discretion, at any time and from time to time, to modify any or all of the Systems, or to discontinue the publication, sale, lease or licensing of any or all of the Systems without liability of any kind.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing Recitals, which by reference are incorporated into this Agreement, the mutual promises of the parties hereto, the mutual benefits to be gained by the performance hereof, and for other good and valuable consideration, the

1 “Systems” are defined as the ARPwave proprietary protocols and programs, FDA-approved medical equipment and all intellectual property, administered by an ARPwave trained technician and associated with the ARP Wave LLC, Neuro Therapy - Neuro Recovery ™ Treatment System.

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receipt and sufficiency of which are hereby expressly acknowledged, ARPwave and Venturer hereby agree as follows:

1.01 Appointment and Acceptance. Upon the execution of this Agreement, ARPwave shall appoint Venturer to market and promote the Neuro Therapy Network and Systems in a designated non-exclusive territory to licensed medical professionals which provide medical services to patients at their office locations. Venturer may not directly or indirectly license, or offer to relicense, any of the ARPwave Systems. All Provider agreements for the Systems will be entered into contractually by ARPwave, directly with the Provider.

1.02 Systems Defined. Systems are defined herein as the ARPwave proprietary protocols and programs, FDA-approved medical equipment, and all intellectual property, administered by an ARPwave-trained technician and associated with the ARP Wave LLC, Neuro Therapy - Neuro Recovery ™ Treatment System. It is agreed that the Systems may be amended from time to time by ARPwave to (i) add any new Systems developed or licensed by ARPwave, (ii) add any new and improved versions of existing Systems developed by ARPwave, and (iii) delete any discontinued Systems. The System also includes new protocols and programs developed, marketed or otherwise released by ARPwave which are not currently available to the market.

1.03 Territory Defined. The non-exclusive Territory is defined to be the city of ______________________, and is deemed to be Venturer territory hereunder during the Term of this Agreement.

2. COMPENSATION AND PROMOTION

2.01 Compensation. ARPwave and Venturer shall be compensated for Neuro Therapy - Neuro Recovery ™ Treatment Systems licensed, sold or provided to Provider, as agreed to by the parties and as set forth on Schedule A, hereto or amendments thereto.

3. REPRESENTATIVE’S DUTIES

3.01 Venturer's Efforts. Venturer shall use commercially reasonable efforts to promote to Providers the ARPwave Neuro Therapy Network and the Neuro Therapy - Neuro Recovery Treatment Systems. Venturer shall not knowingly detract from the good name of ARPwave or the reputation of its Systems, and shall at all times comply with the terms and conditions of this Agreement and with other agreements with ARPwave executed in connection herewith.

3.02 Enforcement of the Systems License Agreement. Venturer shall notify ARPwave immediately in writing of any known breach by the Provider of the Systems License Agreement in force between ARPwave and an Provider.

3.03 Training and Sales Force. Venturer shall be responsible for training its personnel who promote the Systems so that they are knowledgeable about and can adequately represent and market the Neuro Therapy Network and the Neuro Therapy - Neuro Recovery Treatment Systems. Venturer shall insure that all personnel execute a Confidentiality, Non-Compete And Non-Solicitation Agreement, a copy of which is attached as Schedule B, hereto.

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3.04 Venturer's Expenses. All costs and expenses, including but not limited to salaries, commissions, bonuses, contributions to social security or other welfare system payments, taxes, benefits, severance pay, and other expenses incurred by Venturer in connection with its performance of this Agreement, shall be borne solely by Venturer. Venturer further agrees to purchase the following license and materials necessary for performance of its/his duties hereunder:

Neuro Therapy Network Start Up License $87,177.00

4. PROMOTION OF SYSTEMS AND PRIVACY OF DATA

4.01 Promotion of Systems to Providers. Venturer may market and promote the ARPwave Neuro Therapy Network and the Neuro Therapy - Neuro Recovery Treatment Systems in the Territory to medical Providers. Venturer shall market to Providers the Neuro Therapy Network Agreement, pursuant to which ARPwave provides Neuro Therapy equipment, Neuro Therapy - Neuro Recovery protocols and related business services necessary and appropriate for the day-to-day implementation of Neuro Therapy - Neuro Recovery Treatment Systems to Provider patients. The terms and conditions of the Provider relationship are set forth in the Neuro Therapy Network Agreement attached as Schedule C hereto (and any amendments thereof).

4.02 Venturers, Agents and Employees. Venturer shall have the right to appoint such representatives, agents, employees and other third parties to assist Venturer’s marketing of the ARPwave Neuro Therapy Network and the Neuro Therapy - Neuro Recovery Treatment Systems in the Territory as shall be deemed appropriate by Venturer in his/its reasonable discretion. Venturer shall be solely responsible for supervising and monitoring the activities of all such persons and entities to ensure compliance with the terms and provisions of this Agreement, and Venturer shall be liable for any breaches caused by such persons and entities as though such breaches had directly been caused by Venturer. Venturer shall require that each such third party shall execute Confidentiality, Non-Compete and Non-Solicitation Agreement in substantially the form attached as Schedule C hereto prior to such appointment.

4.03 Promotional and Sales Materials. Venturer will be provided with marketing materials, as part of the start-up license package, for purposes of promotion and demonstration of the ARPwave Neuro Therapy Network and the Neuro Therapy - Neuro Recovery Treatment Systems to Providers. Venturer will be solely responsible for ordering additional marketing materials from ARPwave as may be necessary for Venturer to fulfill its duties hereunder. Venturer may not use such materials for any purpose other than marketing and promoting the Systems to Provider in the Territory. Notwithstanding anything to the contrary herein, Venturer may not distribute any Venturer-created promotional materials with respect to ARPwave or the Systems without ARPwave's prior written approval of such materials. Venturer consents to the listing of its business name, address, phone number and web site addresses in such ARPwave advertising and promotional materials as ARPwave may determine in its sole discretion, including product literature and ARPwave's web sites.

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4.04 Permits, Licenses and Compliance with Laws and FDA Regulations. Venturer will, at its sole cost and expense, obtain all permits and licenses necessary in connection with its performance of this Agreement, and will comply with all applicable laws, rules and regulations in the performance of this Agreement.

4.05 Privacy/Data Collection. Venturer will at all times during the Term maintain appropriate technical and organizational measures to protect any Provider and Patient data that Venturer either collects, accesses or processes in connection with this Agreement or any related agreements with the Provider, against unauthorized or unlawful use, disclosure, processing or alteration. Venturer will perform in accordance with all applicable laws, rules and regulations with regard to the collection, use, disclosure and processing of any such Provider or Patient data and information received.

5. OWNERSHIP AND TRADEMARKS

5.01 Ownership of Systems and Materials. All right, title and interest in and to the Systems and associated ARPwave promotional materials and documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights, are and will remain the property of ARPwave, and such items may only be used by Venturer as expressly permitted hereunder. Venturer shall not remove, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained in the Systems, ARPwave promotional materials and/or documentation.

5.02 Trademarks. "ARPwave Trademarks" means all names, marks, logos, designs, trade dress and other brand designations used by ARPwave in connection with its Systems and services. In performing his/its obligations hereunder, Venturer may refer to the Systems by the associated ARPwave Trademarks provided that such reference is not misleading and complies with any written guidelines issued by ARPwave. Venturer is granted no right, title or license to, or interest in, any ARPwave Trademarks. Venturer may not use any of ARPwave Trademarks as part of its business name, domain name, or any online, electronic or written designation. Venturer acknowledges and agrees that any use of the ARPwave Trademarks by Venturer will inure to the sole benefit of ARPwave. If Venturer acquires any rights in any ARPwave Trademarks by operation of law or otherwise, it will immediately, at no cost or expense to ARPwave, assign such rights to ARPwave along with all associated goodwill.

6. TRADE SECRETS AND CONFIDENTIAL INFORMATION

6.01 “Trade Secrets and Confidential Information" Defined.

A. Definition of Trade Secrets. As used in this Agreement, the term “Trade Secrets” shall mean all techniques, protocols, methods of doing business and procedures used by ARPwave in its business which are not generally known or used in the industry; lists of ARPwave’s current and prospective Customers and associated customer information (including, but not limited to, customer names, contacts, addresses, buying habits, data, preferences, and requirements); computer programs developed by ARPwave or its Reps; inventions, improvements, discoveries (whether or not patentable), databases and any information or data

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which meets the definition of trade secrets under the Minnesota Trade Secrets Act or common law.B. Definition of Confidential Information. As used in this Agreement, “Confidential Information” means data or information, whether constituting a trade secret or not, which is of value to ARPwave and not generally known to persons or entities outside of ARPwave, including, but not limited to, the following: (i) historical business information about ARPwave’s Customers, including but not limited to, job orders information, contacts, addresses, organization charts and other client information which Venturer learns about ARPwave’s Customers and Prospective Customers through Venturer’s involvement with ARPwave; (ii) Candidate information, including but not limited to, resumes, profiles, interview information, references and any other candidate information which Venturer learns about ARPwave’s Candidates and prospective candidates through Venturer’s involvement with ARPwave; (iii) all financial and business records of ARPwave; (iv) lists of ARPwave’s Customers, Prospective Customers, or Candidates for involvement; (v) lists of ARPwave’s vendors and associates vendor information (including, but not limited to, contacts, buying requirements, vendor numbers, deals with ARPwave, preferences, and requirements); (vi) purchasing and materials information; (vii) training manuals; (viii) information about ARPwave’s methods of doing business or information regarding the financial aspects of ARPwave’s business such as budget, costs, financial statements, fees and prices, pricing policies, quoting procedures, sales, financial projections, and other financial information; (ix) information regarding business opportunities for new or developing businesses for ARPwave, and business and marketing plans, techniques, and strategies of ARPwave (including, but not limited to, plans for new products or services); (x) data processing, and computer programs; (xi) any technological innovations used in the business; (xii) any information received by ARPwave from third parties in confidence (or subject to non-disclosure or similar covenants) and the terms and conditions of negotiations or confidential contracts between ARPwave and third parties; (xiii) the Systems; (xiv) any personally identifiable data or information regarding any Provider; (xv) any and all information disclosed by ARPwave to Venturer, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary; (xvi) any notes, extracts, analyses or materials prepared by Venturer which are copies of or derivative works of Confidential Information or from which Confidential Information can be inferred or otherwise understood; (xvii) the terms and conditions of this Agreement; and (xviii) any information received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Venturer from time to time during the term of this Agreement that is not in the public domain.

6.02 Venturer's Obligations. Venturer will make no use of Confidential Information for

any purpose except as expressly authorized by this or any other Agreement. Except as expressly provided in this Agreement, Venturer will not disclose Confidential Information to any third party and will protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event with less than reasonable care. Except as expressly provided in this Agreement, Venturer will not use, make or have made any copies of Confidential Information, in whole or in part, without the prior written

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authorization of ARPwave. In the event that Venturer is required to disclose Confidential Information by law or by legal process, Venturer will notify ARPwave of the required disclosure with reasonably sufficient time for ARPwave to seek relief, Venturer will cooperate with ARPwave in taking appropriate protective measures, and will make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure.

1. Agreement Not to Disclose or Use Trade Secrets or Confidential Information . Venturer acknowledges that he or it will from time to time come into contact with and have access to ARPwave’s Trade Secrets (as defined below) and Confidential Information (as defined below). Venturer specifically acknowledges that such Trade Secrets and Confidential Information, whether reduced to writing or maintained in the mind or memory of Venturer, and whether compiled or created by Venturer, ARPwave or its Customers, derive independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of such Trade Secrets and Confidential Information. Venturer also acknowledges that reasonable efforts have been put forth by ARPwave to maintain the secrecy of its Trade Secrets and Confidential Information, that such Trade Secrets and Confidential Information is and will remain the sole property of ARPwave or its Customers, as the case may be, and that any retention and/or use of such Trade Secrets and Confidential Information during (except in the regular course of performing his or its duties hereunder) or after the termination of Venturer’s involvement with ARPwave will constitute a misappropriation of such Trade Secrets and Confidential Information belonging to ARPwave. In consideration of Venturer’s initial involvement with ARPwave and of his/its access and exposure to ARPwave’s Trade Secrets and Confidential Information, and other good and valuable consideration, Venturer expressly covenants and agrees that during his/its involvement with ARPwave and following termination of Venturer’s involvement with ARPwave, whether such termination is by Venturer or ARPwave for whatever reason (with or without cause), Venturer will not (a) use any Trade Secrets or Confidential Information except as necessary in the performance of his or its duties for ARPwave; or (b) reveal or disclose or allow to be revealed or disclosed any Trade Secrets or Confidential Information to any person, firm, partnership, trust, corporation or other entity outside ARPwave except as expressly authorized in Venturer’s performance of his or its duties for ARPwave.

2. Returning ARPwave Documents and Materials . Venturer agrees that, upon demand by the ARPwave, Venturer will promptly return and deliver to ARPwave (and will not keep in his or its possession or deliver to anyone else) any and all tangible trade secrets, confidential knowledge, data, or other tangible proprietary information of or belonging to the ARPwave, its affiliates, or their successors or assignees, including, without limitation, records, data, notes, reports, proposals, lists, correspondence, business plans, other documents or property, and all reproductions of any of the foregoing items.

6.03 Confidentiality/Non-Competition Agreement. Venturer and its officers, affiliate companies, sub-representatives, employees, agents and representatives agree not to license, lease, sell, manufacture, or otherwise represent any similar or competitive product or Systems within the Territory for the duration of this Agreement and for a period of two (2) years beyond

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the termination of this Agreement with or without cause by either party. Venturer shall insure that during the term of the parties’ relationship, every employee and independent contractor of Venturer shall execute a Confidentiality, Non-disclosure, Non-competition Agreement in the form substantially similar to that contained in Schedule D, hereto.

1. Covenant not to Compete . At all times while working for or on behalf of ARPwave, and continuing for 24 months after termination of involvement of Venturer with ARPwave, regardless of the reason for termination, Venturer shall not:

a. acquire any interest in, accept involvement or anything of value from, engage in, or give assistance to any person, business, or enterprise which competes with ARPwave;

b. hire any employee or contractor of ARPwave or any of its affiliates or in any way induce such employee or contractor to terminate involvement with ARPwave or any of its affiliates; or

c. directly or indirectly contact, solicit or provide any goods or services of any kind to any present or potential customer or end user of ARPwave or its affiliates.

2. Remedies for Breach . Venturer acknowledges that he or it has carefully read and considered all of the terms and conditions of the Agreement. Venturer further acknowledges that monetary damages would not be a measurable or adequate remedy for Venturer’s breach of any provisions contained in Section 6 of this Agreement, and accordingly, in addition to and without limiting any other remedy available to the ARPwave in the event of such breach, Venturer agrees to submit to the equitable jurisdiction of the Minnesota State District Court for purposes of personal and subject matter jurisdiction and venue in Hennepin County, Minnesota in connection with any action to enjoin the Venturer from violating any such covenants. In addition to all of the remedies otherwise available to ARPwave, which shall include, but not be limited to, recovery from Venturer of damages, costs and reasonable attorneys’ fees incurred in the enforcement of this Agreement, ARPwave shall also have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Agreement. All of ARPwave’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies.

7. ARPwave LIMITED WARRANTY AND DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE TO THE END USER IN THE APPLICABLE ARPWAVE SPORT SYSTEM LICENSE AGREEMENT OR MADE HEREIN, ARPWAVE MAKES NO OTHER WARRANTIES RELATING TO THE PRODUCTS OR SYSTEMS, EXPRESS OR IMPLIED. ARPWAVE DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE

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PRODUCTS OR SYSTEMS OR THE MANNER IN WHICH THE PRODUCTS OR SYSTEMS ARE SUPPLIED. REPRESENTATIVE WILL MAKE NO WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF ARPWAVE.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL ARPWAVE BE LIABLE TO REPRESENTATIVE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC DISADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

9. INDEMNIFICATION

9.01 Indemnification By Venturer. Venturer will indemnify, defend and hold harmless ARPwave and its agents, officers, employees, directors, governors, members, insurers and representatives from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs, and expenses (including reasonable attorneys' fees and costs of litigation) of whatever kind or nature which arise out of or in any way result from any acts or omissions of Venturer relating to its activities in connection with this Agreement, Venturer's breach of this Agreement, or Venturer's misrepresentations relating to ARPwave, the Systems or this Agreement, regardless of the form of action. Venturer will be solely responsible for any claims, warranties or representations made by Venturer or Venturer's representatives or agents which differ from the warranties provided by ARPwave herein or in the applicable Provider System License Agreement.

9.02 Claims by ARPwave. ARPwave shall give Venturer reasonable notice of any claim or litigation as to which Venturer has an indemnification obligation hereunder. Venturer shall, at its sole expense, assume the defense thereof, and ARPwave shall provide Venturer with reasonable cooperation in such defense. If ARPwave desires to appoint counsel to participate in such defense, in addition to counsel supplied by Venturer, it may do so at its own expense, but Venturer and counsel provided by Venturer shall have the right to control said defense. Notwithstanding anything contained herein: (i) Venturer may not consent to any injunctive order or decree binding upon ARPwave without the consent of ARPwave, which consent shall not be unreasonably withheld or delayed; and (ii) if Venturer fails to assume in a timely manner the defense of any claim or litigation as to which it has an indemnification obligation hereunder, ARPwave shall have the right to conduct its own defense, and Venturer shall be required to reimburse it for any and all expenses (including but not limited to attorneys' fees, expenses and court costs) incurred in such defense, in addition to Venturer's other obligations hereunder.

9.03 Insurance. Venturer shall maintain, at its own expense, comprehensive general liability insurance with policy limits of not less than two million dollars ($2,000,000), single limit coverage, for Venturer's performance of its obligations under this Agreement with respect to the Systems. Venturer shall provide ARPwave with certificates or other documentation

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reasonably satisfactory to ARPwave of the above insurance at the inception of this Agreement and again thereafter as often as ARPwave may request in its sole discretion.

10. ARPwave CONTRIBUTION TO VENTURE.

a) $116,000.00 In Our Patented Technology: For in-home patient use for continuation of therapy.

b) Opioid-Free Solution to Painc) A Proven System to Contract with Medical Providers d) A Trained ARPwave Neuro Therapist to assist the Providere) Patented and Proprietary Therapy Systemsf) FDA 510K Cleared Medical Equipment g) Third Party Medical Billing Servicesh) First Joint Venture Provider Locationi) Finance Options

11. RELATIONSHIP OF PARTIES.

11.01 Independent Contractor. This Agreement does not constitute either party the agent of the other, or create a partnership, joint venture, agency, employment, franchise, or similar relationship between the parties, and neither party will have the power to obligate the other in any manner whatsoever. ARPwave and Venturer acknowledge and agree that, so long as the following do not interfere with Venturer’s performance under this Agreement: (a) Venturer is permitted to promote Systems and services of companies other than ARPwave; (b) Venturer is not required to promote ARPwave Systems or services exclusively; and (c) Venturer’s decision to devote all or some of its business efforts to the Systems or services of any particular company is solely in the discretion of Venturer.

Nothing herein shall be construed to create the relationship of employer and employee between ARPwave and Venturer, nor between any representative of ARPwave and of Venturer. Venturer shall act as an independent contractor and not as an agent or employee of ARPwave. Neither party shall represent to any third party that it is the employee, agent, joint venture or partner of the other party, make any representation or warranty on behalf of or in the name of the other, or conduct any business or accept payment or service of legal process for the other. Neither party shall have any express or implied right or authority to enter into any contract or assume or create any obligations on behalf of the other party. Venturer shall have the authority to manage, direct and control the means, methods, techniques, sequences, procedures and coordination of its performance hereunder and Venturer shall be solely responsible for directing, supervising, compensating, disciplining, discharging or otherwise dealing with any personnel engaged by it. Venturer shall be solely responsible for compliance with all applicable laws, regulations or rules with respect to self-employment and/or employment of others, such as earnings reporting and withholding requirements for Venturer and any personnel engaged by Venturer. It is expressly understood and agreed by ARPwave that Venturer may, during the Term, market, and license Systems and/or services in addition to the Systems to be marketed

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hereunder, and that such activities are specifically permitted, so long as such activities are not in violation of the restrictive covenants set forth in this Agreement.

11.02 Indemnification in the Event of Contrary Interpretation. Notwithstanding the provisions of Section 12.01 above, if a court or any agency of either the federal or state government determines that the Venturer or any workers engaged by the Venturer are employees of ARPwave for any purposes whatsoever, including but not limited to liability for withholding taxes, social security, unemployment compensation or any similar taxes, workers' compensation coverage or liability, or liability under industrial accident laws or any other state or federal law applicable to employment, the Venturer agrees to indemnify and defend ARPwave and to hold and save ARPwave harmless from and against any and all liability, obligation or expense incurred by ARPwave, including but not limited to the amount of any assessment, award, judgment, penalty or other order which may be entered against ARPwave on account of such determination, as well as any other expense incurred by ARPwave in connection with such matter, including attorneys' fees and other litigation costs and expenses. Venturer will indemnify and hold ARPwave harmless from any obligation of Venturer to pay all legally required withholding and payment of federal and state income taxes, FICA, unemployment taxes, and any other taxes, levies or duties in connection with Venturer's performance under this Agreement, and from any and all damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs of litigation) directly arising out of or resulting there from.

12. TERM AND TERMINATION

12.01 Term. The term of this Agreement shall be for _____________ year(s) beginning on _____________________________ and ending on ________________________________, subject to earlier termination as described below in this Section 13 (collectively, the “Term”). This Agreement shall be automatically renewed thereafter on a yearly basis unless terminated for cause.

12.02 Termination For Cause With Right To Cure. Either party may terminate this Agreement at any time in the event that the other party breaches its respective representations, warranties, covenants, obligations, agreements or duties under this Agreement by giving the breaching party written notice describing the breach in sufficient detail and giving the breaching party thirty (30) days to cure the breach. If the breach has not been cured within the cure period, then the party giving notice of the breach may immediately terminate the Agreement.

12.03 Other Events of Default. In addition to the defaults referred to above, each of the following shall constitute an event of default and shall be grounds for immediate termination of this Agreement at the election of the non-defaulting party: (i) if either party shall make an assignment for the benefit of creditors, appoint a receiver, trustee or similar fiduciary with respect to its property or business, or if either party shall file a voluntary petition in bankruptcy or other similar proceeding under any law for the relief of debtors; (ii) if either party shall have filed against it a petition in bankruptcy or other similar proceeding under any law for relief of debtors which bankruptcy petition or similar proceeding shall remain undischarged for ninety (90) days; (iii) if either party shall cease doing business for a continuous period of thirty (30) days; or (iv) upon the liquidation, dissolution or termination of either party's corporate existence or business.

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12.04 Effect of Termination. Upon termination of this Agreement, Venturer will cease all advertising, marketing and promoting of the Systems. Upon termination, Venturer shall immediately cease using or referencing the “ARPwave,” “ARPwave Wave” trade names and any related trademarks or tradenames in any of its business practices and operations. ARPwave’s obligation to render payment to Venturer hereunder, shall apply to all business procured during the Term by the Venturer in the Territory. ARPwave hereby represents and warrants that it shall not terminate any Systems License Agreement with any Provider procured by Venturer except for good cause.

13. ASSIGNMENT.

Neither this Agreement nor any rights or obligations of Venturer hereunder shall be assignable or transferable by Venturer, in whole or in part, by operation of law or otherwise, without the prior written consent of ARPwave, whose consent will not be unreasonably withheld. Any attempted assignment, subcontract or other transfer of this Agreement or any of Venturer's rights or obligations hereunder will be void ab initio and will be considered a material breach of this Agreement resulting in termination, pursuant to Article 13 above. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of ARPwave.

14. NOTICE.

14.01 Notices. All notices and demands under this Agreement shall be in writing, and shall be deemed to have been properly given or served as of (a) the date of personal delivery with acknowledgement of receipt or refusal; (b) on the day that the same is deposited in the United States mail, prepaid, for delivery by registered or certified mail, return receipt requested; or (c) the first business day after the date delivered to a reputable overnight courier service providing proof of delivery. Notice may be given by facsimile and shall be deemed given upon receipt, provided a hard copy of such notice is mailed or delivered in accordance with the preceding sentence of this Article 16. Refusal by any party of receipt or delivery of any notice given or served pursuant to this Article16 shall be deemed to be received as of the date of such attempted receipt or delivery. The initial addresses of ARPwave and Venturer are set forth below:

If to ARPwaveAttention: Denis Thompson, CEO

ARPwave Wave, LLC 7721 145th St WApple Valley, MN  55124-7516

If to VenturerAttention: ___________________________

______________________________________________________

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ARPwave and Venturer may designate an additional or another address upon giving notice to the other parties pursuant to this Article. Notice given in any other manner other than as stated herein shall be deemed effective only upon receipt by the party to whom such notice is given.

15. FORCE MAJEURE.

Time periods, deadlines or dates for ARPwave’s or Venturer’s performance under any provisions of this Agreement (except for the payment of money) shall be extended for the period of time during which the non-performing party's performance is prevented or delayed due to labor shortages, casualties, embargoes, governmental restrictions or regulations, unusual weather and other acts of God, war or other strife, shortages of fuel, labor, or building materials, action or non-action of public utilities or local, state or federal governments or agencies, the act or neglect of the other party or those acting for or under the other party, or any other causes or circumstances beyond the non-performing party's reasonable control.

16. GOVERNING LAWS; JURISDICTION AND ATTORNEYS' FEES.

THIS LICENSE AGREEMENT IS MADE WITH REFERENCE TO AND SHALL BE GOVERNED AND CONSTRUED SOLELY BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS. EACH PARTY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF HENNEPIN, STATE OF MINNESOTA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS MUST BE LITIGATED IN SUCH COURTS. EACH PARTY ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH OF THE PARTIES HERETO HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.

Except as provided in Section 6 of this Agreement, in the event ARPwave or Venturer fails to fulfill any of their respective obligations under this Agreement, and either party commences an action to enforce the terms of this Agreement, the substantially prevailing party in such action shall be entitled to receive an award of its reasonable attorneys’ fees, costs of enforcement and costs of collection incurred in any such action.

17. SURVIVAL.

The terms and obligations under this agreement, to the extent permitted by law, shall survive the expiration or the earlier termination of this Agreement. Expiration or termination of this Agreement will not relieve either party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which by their nature should survive will remain in effect after termination or expiration of this Agreement.

18. ENTIRE AGREEMENT; WAIVER.

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This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. This Agreement may not be modified or amended except by an instrument in writing executed by each of the parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, their agents or employees, but may be waived only by an instrument in writing signed by an officer of the waiving party. No waiver of any provision of this Agreement on one occasion shall constitute a waiver of any other provision or of the same provision on another occasion.

19. CAPTIONS.

Captions are used throughout this Agreement for convenience or reference only and shall not be considered in any manner in the construction or interpretation of this Agreement.

20. COUNTERPARTS.

This Agreement and any amendments to this Agreement may be executed in counterparts, each of which shall be fully effective and all of which together shall constitute one and the same instrument. The parties agree to accept signatures transmitted by facsimile as if they were original signatures, and such signatures transmitted by facsimile shall be fully binding upon the parties.

21. CONSTRUCTION.

Each of the parties acknowledges and represents that it has had an opportunity to be represented by counsel in connection with the consideration and execution of this Agreement. Each of the parties further represents and declares that in executing this Agreement, it has relied solely on its own judgment and upon the advice and recommendation of its own independently selected counsel. Each of the parties and its counsel have reviewed and revised this Agreement, and have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” means including without limitation.

22. COVENANTS.

Each provision of this Agreement performable by ARPwave or by Venturer shall be deemed both a covenant and a condition.

23. SCHEDULES/EXHIBITS.

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All Schedules and Exhibits to this Agreement constitute an integral part of this Agreement as if fully rewritten in this Agreement.

IN WITNESS WHEREOF, ARPwave and Venturer have entered into this Agreement to be effective as of the date first above written.

______________________________ ARPwave, LLCVenturer

By: By:

Its: Its:

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SCHEDULE A

PROFIT SHARING

ARPwave and Venturer shall be compensated for each executed and operating Neuro Therapy Network Location as follows:

Venturer shall receive:

1. 50% of “Net Profit” for each Neuro Therapy Network Agreement they secure or are awarded from ARPwave

2. A 20% commission on all RX100 and PRS equipment licenses and sales secured by Venturer.

Net Profit is calculated by taking revenue actually received by ARPwave for each treatment program and then discounted for the following expenses:

1. $9.00 per treatment session; not to exceed $180.00 per patient for a twenty (20) session treatment program.

2. $750.00 for every thirty (30) day rental of a Neuro Recovery Equipment Unit to a patient.

3. Reimbursement of the Neuro Therapist hours and commissions paid by ARPwave (approximately $420 per treatment program).

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4. Doctor expenses per treatment program paid by ARPwave (approximately $600).

5. Third party billing 10% of collected funds.

SCHEDULE B

1. NEURO THERAPY - NEURO RECOVERY ™ NETWORK AGREEMENT

2. NEURO THERAPY - NEURO RECOVERY ™ LOCATION LICENSE AGREEMENT

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SCHEDULE C

CONFIDENTIALITY, NON-COMPETE AND NON-SOLICITATION AGREEMENT

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