Sales Representative Contract

This Sales Representative Contract is made effective as of May 17, 2012, by and between Redwood Solar, Inc, of 60 Arthur St., San Rafael, California 94901, and Dorian M. Rothschild, of 35 Palm Circle Dr., Corte Madera, California 95422. In this Contract, the party who is contracting to receive services shall be referred to as "Redwood Solar", and the party who will be providing the services shall be referred to as "Dorian Rothschild". Dorian Rothschild has a background in business administration. and is willing to provide services to Redwood Solar based on this background. Redwood Solar is a manufacturer and distributor for the following described products: commercial and residential PV Solar Systems.. Redwood Solar desires to have services provided by Dorian Rothschild to market and sell said products in The State of California. (the Territory).. Redwood Solar hereby appoints Dorian Rothschild as Redwood Solar's sales representative within the Territory as described above, to solicit orders for the Redwood Solar's Products upon the terms and subject to the conditions set forth herein Therefore, the parties agree as follows: DESCRIPTION OF SERVICES. Beginning on June 01, 2012, Dorian Rothschild will provide the following services (collectively, the "Services"): Dorian shall sell commercial and residential PV Solar systems on behalf of Redwood Solar, Inc. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Dorian Rothschild shall be determined by Dorian Rothschild. Redwood Solar will rely on Dorian Rothschild to work as many hours as may be reasonably necessary to fulfill Dorian Rothschild's obligations under this Agreement. PAYMENT. Redwood Solar will pay a fee to Dorian Rothschild for the Services based on $50.00 per hour. This fee shall be payable semi-monthly, no later than the fifteenth and last day of the month, each payment corresponding to the semi-monthly period that ended approximately fifteen days prior to the payment date. COMMISSION PAYMENTS. In addition to the payments under the preceding paragraph, Redwood Solar will make commission payments to Dorian Rothschild based on 3% of gross sales. For the purposes of this Contract, gross sales means total customer charges including materials and installation costs, less shipping charges. a. Payment Schedule. The commission payments shall be payable monthly, no later than the
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last day of the following month. b. Accounting. Redwood Solar shall maintain records in sufficient detail for purposes of determining the amount of the commission. Redwood Solar shall provide to Dorian Rothschild a written accounting that sets forth the manner in which the commission payment was calculated. c. Right to Inspect. Dorian Rothschild, or Dorian Rothschild's agent, shall have the right to inspect Redwood Solar's records for the limited purpose of verifying the calculation of the commission payments, subject to such restrictions as Redwood Solar may reasonably impose to protect the confidentiality of the records. Such inspections shall be made during reasonable business hours as may be set by Redwood Solar. d. Death. If Dorian Rothschild dies during the term of this Contract, Dorian Rothschild shall be entitled to payments or partial commission payments for the period ending with the date of Dorian Rothschild's death. SUPPORT SERVICES. Redwood Solar will provide the following support services for the benefit of Dorian Rothschild: office space and office supplies. NEW PROJECT APPROVAL. Dorian Rothschild and Redwood Solar recognize that Dorian Rothschild's Services will include working on various projects for Redwood Solar. Dorian Rothschild shall obtain the approval of Redwood Solar prior to the commencement of a new project. TERM/TERMINATION. This Agreement shall be effective for a period of 2 years. and shall automatically renew for successive terms of the same duration, unless either party provides 90 days written notice to the other party prior to the termination of the applicable initial term or renewal term. RELATIONSHIP OF PARTIES. It is understood by the parties that Dorian Rothschild is an independent contractor with respect to Redwood Solar, and not an employee of Redwood Solar. Redwood Solar will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Dorian Rothschild. DISCLOSURE. Dorian Rothschild is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Redwood Solar. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to: - a product or product line of Redwood Solar - any activity that Dorian Rothschild may be involved with on behalf of Redwood Solar ARBITRATION. Any controversy or claim arising out of or relating to this Contract, or any breach thereof, including, without limitation, any claim that this Contract, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted exclusively to final and binding
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arbitration before, and in accordance with, the Commercial Rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights which Redwood Solar may have to apply to any court of competent jurisdiction for injunctive or other provisional relief. The arbitrator agrees to determine the arbitrability of any dispute. This arbitration provision shall be deemed self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Such arbitration shall be conducted by the American Arbitration Association, at its offices and shall be governed by the rules of the American Arbitration Association then in force and effect. The parties agree that the arbitrator shall not have the power to award punitive damages against any party. EMPLOYEES. Dorian Rothschild's employees, if any, who perform services for Redwood Solar under this Agreement shall also be bound by the provisions of this Agreement. At the request of Redwood Solar, Dorian Rothschild shall provide adequate evidence that such persons are Dorian Rothschild's employees. INJURIES. Dorian Rothschild acknowledges Dorian Rothschild's obligation to obtain appropriate insurance coverage for the benefit of Dorian Rothschild (and Dorian Rothschild's employees, if any). Dorian Rothschild waives any rights to recovery from Redwood Solar for any injuries that Dorian Rothschild (and/or Dorian Rothschild's employees) may sustain while performing services under this Agreement and that are a result of the negligence of Dorian Rothschild or Dorian Rothschild's employees. INDEMNIFICATION. Dorian Rothschild agrees to indemnify and hold harmless Redwood Solar from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Redwood Solar that result from the acts or omissions of Dorian Rothschild, Dorian Rothschild's employees, if any, and Dorian Rothschild's agents. ASSIGNMENT. Dorian Rothschild's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Redwood Solar. CONFIDENTIALITY. Redwood Solar recognizes that Dorian Rothschild has and will have the following information: - inventions - products - prices - apparatus - costs - business affairs - trade secrets - technical information - customer lists and other proprietary information (collectively, "Information") which are valuable, special and
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unique assets of Redwood Solar, Inc and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Dorian Rothschild agrees that Dorian Rothschild will not at any time or in any manner, either directly or indirectly, use any Information for Dorian Rothschild's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Redwood Solar. Dorian Rothschild will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Dorian Rothschild has disclosed (or has threatened to disclose) Information in violation of this Agreement, Redwood Solar shall be entitled to an injunction to restrain Dorian Rothschild from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Redwood Solar shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Contract shall remain in full force and effect after the termination of this Contract. SERVICES TO THIRD PARTIES. Dorian Rothschild shall not provide any consulting services to any third party during the term of this Agreement, unless Dorian Rothschild has obtained Redwood Solar's prior written consent. NON-COMPETE CONTRACT. Recognizing that the various items of Information are special and unique assets of Redwood Solar that need to be protected from disclosure, and in consideration of the disclosure of the Information, Dorian Rothschild agrees and covenants that for a period of six months. following the termination of this Agreement, whether such termination is voluntary or involuntary, Dorian Rothschild will not directly or indirectly engage in any business competitive with Redwood Solar. This covenant shall apply to the geographical area that includes all of the State of California. cDirectly or indirectly engaging in any competitive business includes, but is not limited to, (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, or (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of Redwood Solar for the benefit of a third party that is engaged in such business. Dorian Rothschild agrees that this non-compete provision will not adversely affect the livelihood of Dorian Rothschild. RETURN OF RECORDS. Upon termination of this Agreement, Dorian Rothschild shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Dorian Rothschild's possession or under Dorian Rothschild's control and that are Redwood Solar's property or relate to Redwood Solar's business. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

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IF for Redwood Solar: Redwood Solar, Inc 60 Arthur St. San Rafael, California 94901

IF for Dorian Rothschild: Dorian M. Rothschild 35 Palm Circle Dr. Corte Madera, California 95422 Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above. ENTIRE CONTRACT. This Contract contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties. AMENDMENT. This Contract may be modified or amended if the amendment is made in writing and is signed by both parties. SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract. APPLICABLE LAW. This Contract shall be governed by the laws of the State of California. Company: Redwood Solar, Inc

By: ____________________________________________________ Robert R. Mackabee President

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Sales Representative: Dorian M. Rothschild

By: ____________________________________________________ Dorian M. Rothschild

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