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                                  EXHIBIT 10.6


                             IVDESK MINNESOTA, INC.
                     EXECUTIVE/OFFICER EMPLOYMENT AGREEMENT


         THIS EXECUTIVE EMPLOYMENT AGREEMENT,  dated this 14th day of September,
2012, is by and between IVDesk  Minnesota,  Inc., a Minnesota  corporation  (the
"Company"), and James Polakowski, a Minnesota resident ("Executive").

                                 R E C I T A L S

         WHEREAS,  The  Company  desires  to  continue  to employ  Executive  as
President and Chief Operations  Officer of the Company and Executive  desires to
accept employment as President and Chief Operations Officer  ("PRES/COO") of the
Company on the terms and conditions set forth below,

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
parties' mutual  covenants and  undertakings  contained in this  Agreement,  the
Company and Executive agree as follows:

ARTICLE I. DEFINITIONS

         Capitalized  terms used in this  Agreement  shall  have  their  defined
meaning  throughout the Agreement.  The following  terms shall have the meanings
set forth below, unless the context clearly requires otherwise.

         1.1 "AGREEMENT" means this Executive Employment Agreement,  as the same
may from time to time be amended or extended.

         1.2 "BASE SALARY" means the total annual cash compensation payable on a
regular periodic basis, without regard to voluntary or mandatory withholdings as
set forth at paragraph 3.1 of this Agreement.

         1.3 "BOARD" means the Board of Directors of the Company.

         1.4  "CAUSE"  has  the  meaning  set  forth  at  paragraph  4.2 of this
Agreement.

         1.5  "CHANGE-OF-CONTROL"   means  a  person  or  entity  has  become  a
Successor, as defined in paragraph 7.2.

         1.6 "CONFIDENTIAL INFORMATION" means information that is proprietary to
the Company or  proprietary  to others and entrusted to the Company,  whether or
not trade secrets.  Confidential Information means any information not generally
known in Company's  business by third parties  including by  competitors  or the
general public.  It includes all  information  about Company,  its systems,  its
technology, technology development, practices, operations, and trade secrets. It
also includes  information  about  customers,  marketing,  product  positioning,
pricing,  sales,  data  processing,  compensation  and  finances.  For  example,
confidential  information  may be contained in  marketing  plans for  proposals,
customer lists, and the particular operations of Company business,  the identity
of clients and potential clients and promotional data.  Executive further agrees



that the contents of this Agreement are confidential, and shall not be disclosed
to anyone by  Executive  (including  disclosure  to other  employees of Company)
without the express  consent of the Company CEO.  Executive  may  disclose  this
Agreement,  and the contents thereof,  to his or her legal,  tax,  accounting or
other  advisors,  and  immediate  family  members,  provided  they  agree  to be
similarly  bound  to  maintain  the  confidentiality  of  this  Agreement.   All
information  that Executive has a reasonable  basis to consider  confidential is
Confidential  Information,  whether or not  originated  by Executive and without
regard to the  manner in which  Executive  obtains  access to this and any other
proprietary information.

         1.7 "DATE OF TERMINATION" has the meaning set forth at paragraph 4.6(b)
of this Agreement.

         1.8 "DISABILITY"  means the  unwillingness or inability of Executive to
perform  Executive's  duties under this  Agreement  because of incapacity due to
physical or mental illness, bodily injury or disease for a period of twelve (12)
months, as determined by an independent physician selected by Executive.  If the
Company  provides  written  notice  within  ten (10) days to  Executive  that it
objects to the  determination  of the  independent  physician,  then the Company
shall select an  independent  physician  within such ten (10) day period and the
named physicians of each of Executive and the Company shall within ten (10) days
thereafter select an examining independent  physician.  The opinion of the final
examining physician shall be binding upon the Company and Executive. The Company
shall assume the costs for the applicable disability determination.

         1.9 "GOOD  REASON" has the meaning set forth at  paragraph  4.3 of this
Agreement.

         1.10  "NOTICE OF  TERMINATION"  has the meaning set forth at  paragraph
4.6(a) of this Agreement.

         1.11 "PLAN" means any bonus or incentive compensation agreement,  plan,
program,  policy or arrangement  sponsored,  maintained or contributed to by the
Company, to which the Company is a party or under which employees of the Company
are covered,  including,  without limitation, any stock option, restricted stock
or any other  equity-based  compensation  plan,  annual or  long-term  incentive
(bonus) plan, and any employee benefit plan, such as a thrift,  pension,  profit
sharing,  deferred compensation,  medical,  dental,  disability,  accident, life
insurance,  automobile allowance,  perquisite, fringe benefit, vacation, sick or
parental leave,  severance or relocation plan or policy or any other  agreement,
plan, program,  policy or arrangement  intended to benefit employees or Managers
of the Company.

ARTICLE II. EMPLOYMENT, DUTIES AND TERM

         2.1  EMPLOYMENT.  Upon  the  terms  and  conditions  set  forth in this
Agreement,  the Company hereby  employs  Executive,  and Executive  accepts such
employment, as PRES/COO of the Company.

         2.2  DUTIES.  During  the term of this  Agreement,  and  excluding  any
periods of  vacation,  sick,  disability  or other leave to which  Executive  is
entitled,  Executive  agrees to devote  substantially  all business hours to the
business  and  affairs of the  Company and to use  Executive's  best  efforts to
perform faithfully and efficiently such responsibilities. Executive shall comply



with the Company's  policies and procedures;  provided,  that to the extent such
policies and procedures are inconsistent with this Agreement,  the provisions of
this Agreement shall control.

         2.3  TERM.  Subject  to the  provisions  of  Article  IV,  the  term of
employment of Executive  under this  Agreement  shall be for a period of two (2)
years, commencing September 15, 2012, and continuing through September 14, 2014.
The term of this Agreement will be extended automatically,  in increments of two
(2) years,  unless either party gives written notice of termination no less than
90 days prior to expiration of the then current term.

ARTICLE III. COMPENSATION, BENEFITS AND EXPENSES

         3.1 BASE SALARY.  During the term of Executive's  employment under this
Agreement,  the Company shall pay Executive a Base Salary at an annual rate that
is not less than One Hundred Fifty  Thousand  Dollars  ($150,000) or such higher
annual rate as may from time to time be approved by the Board,  such Base Salary
to be paid in substantially  equal regular periodic  payments in accordance with
the  Company's  regular  payroll  practices.  At  the  end  of  the  each  years
employment, the Board shall review Executive's Base Salary and shall make upward
adjustments as appropriate  based on competitive  salaries for like positions in
like sized companies and other appropriate  considerations.  If Executive's Base
Salary is increased from time to time during the term of Executive's  employment
under this Agreement,  the increased amount shall become the Base Salary for the
remainder of the term and any extensions of Executive's term of employment under
this  Agreement and for as long  thereafter as required  pursuant to Article IV,
subject to any later increases.

         3.2 PERFORMANCE BONUSES. Executive shall be entitled to receive bonuses
based upon  milestones  achieved by the Company as set by the Board from time to
time.

         3.3 EQUITY  INTERESTS  PLAN.  Executive  shall be  entitled  to receive
awards of equity interests in accordance with the then-current  company employee
equity award  interests plan which may be modified from time to time by approval
of the Board.

         3.4 OTHER COMPENSATION AND BENEFITS.

                  (a) The  Company  shall  provide or  reimburse  Executive  for
         family medical and dental coverage and provide life insurance  benefits
         in  the  amount  of  one  million  dollars   ($1,000,000)   payable  to
         Executive's  designee or, if there be no such designee,  to Executive's
         estate.  The  Company  shall  also  provide  Executive  with such other
         benefits as agreed to from time to time by the Executive and the Board.
         Executive shall be entitled to participate in or receive benefits under
         any Plan made  available by the Company in the future to its executives
         and key management employees, subject to and on a basis consistent with
         the terms, conditions and overall administration of such Plans.

                  (b) Nothing  paid or provided  to  Executive  pursuant to this
         paragraph  3.3 or under any Plan made  available in the future shall be
         deemed  to be in  lieu  of the  Base  Salary,  bonuses,  incentives  or
         compensation of any other nature otherwise payable to Executive.

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         3.5 VACATION.  For the 2012 calendar year and each subsequent  calendar
year that begins during the term of Executive's  employment under this Agreement
and for each calendar year thereafter as required pursuant to Article IV of this
Agreement, Executive shall be entitled to five (5) weeks paid vacation. The time
or times at  which  such  vacation  days  are to be  taken  shall be  reasonably
determined by Executive consistent with Executive's duties and obligations under
this Agreement.  Any such vacation days with respect to a calendar year that are
unused as of the last day of such calendar year shall be forfeited.

         3.6 BUSINESS EXPENSES.  During the term of Executive's employment under
this Agreement and as for as long thereafter as required pursuant to Article IV,
the Company shall bear all reasonable, ordinary, and necessary business expenses
incurred  by  Executive  in  performing  Executive's  duties as  PRES/COO of the
Company,  including,  without limitation,  all travel,  living and entertainment
expenses  while  away from  home on  business  in the  service  of the  Company,
provided that  Executive  accounts  promptly for such expenses to the Company in
the manner reasonably prescribed from time to time by the Company.

         3.7 AUTO  ALLOWANCE.  During the term of Executive's  employment  under
this Agreement and as for as long thereafter as required pursuant to Article IV,
the Company shall provide  Executive an allowance of Five Hundred Dollars ($500)
per month for use of an automobile of Executive's choosing. This allowance is in
lieu of any mileage or expense of any type related to automobile usage exclusive
however,  of any  necessary use of rental  vehicles  while on business away from
home.  The Board  shall  annually  review the amount of the auto  allowance  and
adjust it upward to reflect increases in Executive's transportation costs.

         3.8  SIGNING  BONUS.  In  anticipation  of  future  services,   and  in
consideration of the other promises  herein,  the Company shall pay to Executive
the sum of Thirty Thousand  Dollars  ($30,000) as a bonus upon signature by both
parties to this Agreement.

ARTICLE IV. EARLY TERMINATION

         4.1 EARLY TERMINATION. Subject to the respective continuing obligations
of the parties  pursuant to Article V, this  Article IV sets forth the terms for
early termination of Executive's employment under this Agreement.

         4.2  TERMINATION  BY THE COMPANY FOR CAUSE.  The Company may  terminate
this Agreement for Cause.  For purposes of this Agreement,  "Cause" means (a) an
act or acts of serious  dishonesty,  fraud,  or material and  deliberate  injury
taken by  Executive,  in each  case  related  to the  Company  or its  business,
including  but  not  limited  to  conduct  resulting  in  substantial   personal
enrichment of Executive at the expense of the Company;  (b) repeated  violations
by  Executive  of his  obligations  under  paragraph  2.2 which are not remedied
within  a  reasonable  period  after  Executive's  receipt  of  notice  of  such
violations  from the  Company;  or (c)  unlawful  or  criminal  conduct  that is
materially  and  demonstrably  injurious to the Company.  Any act, or failure to
act,  based upon authority  given  pursuant to a resolution  duly adopted by the
Board or based upon the advice of counsel for the Company shall be  conclusively
presumed to be done,  or omitted to be done,  by  Executive in good faith and in
the best interests of the Company.

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         Notwithstanding  the foregoing,  Executive  shall not be deemed to have
been  terminated  for Cause unless and until there shall have been  delivered to
Executive a copy of a  resolution  duly adopted by the  affirmative  vote of not
less than two-thirds (2/3) of the entire membership of the Board at a meeting of
the Board called and held for the purpose (after  reasonable notice to Executive
and an opportunity for Executive, together with Executive's counsel, to be heard
before  the  Board),  finding  that in the  good  faith  opinion  of the  Board,
Executive  was guilty of the conduct set forth above in this  paragraph  4.2 and
specifying the particulars thereof in detail.

         4.3  TERMINATION BY EXECUTIVE FOR GOOD REASON.  Executive may terminate
Executive's  employment  under this Agreement for Good Reason in accordance with
the ensuing provisions of this paragraph 4.3. Termination by Executive for "Good
Reason" shall mean  termination  of  employment  based on any one or more of the
following:

                  (a) An adverse  change in  Executive's  status or  position as
         PRES/COO of the Company,  including,  without  limitation,  any adverse
         change in  Executive's  status or  position  as a result of a  material
         diminution in Executive's  duties,  responsibilities or authority as of
         the  date of this  Agreement  (or  any  status  or  position  to  which
         Executive may be promoted  after the date hereof) or the  assignment to
         Executive of any duties or responsibilities which are inconsistent with
         Executive's status or position, or any removal of Executive from or any
         failure to reappoint or reelect  Executive to such positions (except in
         connection with the termination of Executive's  employment for Cause in
         accordance  with  paragraph  4.2  hereof  or  Disability  or  death  in
         accordance with paragraph 4.4 hereof);

                  (b) A reduction by the Company in  Executive's  Base Salary as
         in  effect  as of the  date of this  Agreement  or as the  same  may be
         increased  from time to time or a failure by the  Company to  otherwise
         comply with Article III; and

                  (c)  The  taking  of any  action  by the  Company  that  would
         adversely  affect   Executive's   participation  or  materially  reduce
         Executive's  benefits  under any Plan,  except for any such action that
         affects in a similar manner all other employees covered by such Plan.

         4.4  TERMINATION  IN THE  EVENT  OF DEATH  OR  DISABILITY.  The term of
Executive's  employment  under this  Agreement  shall  terminate in the event of
Executive's  death or  Disability.

         4.5  TERMINATION  BY  MUTUAL  AGREEMENT.   The  parties  may  terminate
Executive's  employment  under  this  Agreement  at any time by  mutual  written
agreement.

         4.6 NOTICE OF TERMINATION;  DATE OF TERMINATION. The provisions of this
paragraph  4.6  shall  apply  in  connection  with  any  early   termination  of
Executive's employment under this Agreement pursuant to this Article IV.

                  (a) For purposes of this Agreement,  a "Notice of Termination"
         shall mean a notice  which  shall  indicate  the  specific  termination
         provisions  in this  Agreement  relied  upon  and  shall  set  forth in
         reasonable  detail the facts and  circumstances  claimed to provide the
         basis for such termination. Any purported termination by the Company or
         by Executive  pursuant to this Article IV (other than a termination  by
         mutual  agreement   pursuant  to  paragraph  4.5  or  death)  shall  be

                                      -5-


         communicated  by  written  Notice of  Termination  to the  other  party
         hereto.

                  (b) For  purposes  of this  Agreement,  "Date of  Termination"
         shall mean: (1) if  Executive's  employment is terminated due to death,
         the last day of the  month  first  following  the  month  during  which
         Executive's  death  occurs,  (2)  if  Executive's  employment  is to be
         terminated  for  Disability,  the end of the month  following the month
         during  which a  determination  of  Disability  is made and  Notice  of
         Termination is given,  (3) if  Executive's  employment is terminated by
         the  Company  for  Cause  or by  Executive  for Good  Reason,  the date
         specified  in  the  Notice  of  Termination,   or  (4)  if  Executive's
         employment is terminated by mutual  agreement of the parties,  the date
         specified in such agreement.

         4.7 COMPENSATION UPON TERMINATION, DEATH OR DURING DISABILITY.

                  (a)  During  any  period  that  Executive   fails  to  perform
         Executive's  duties  hereunder as a result of a  Disability,  Executive
         shall  continue to receive all Base Salary and other  compensation  and
         benefits to which Executive is otherwise  entitled under this Agreement
         and any Plan until Executive's Date of Termination.

                  (b)  If  Executive's   employment   under  this  Agreement  is
         terminated on account of Disability or death, the Company shall, within
         ten (10)  calendar  days  following  the Date of  Termination,  pay any
         amounts  due  to  Executive  for  Base  Salary   through  the  Date  of
         Termination,  together  with any other  unpaid and pro rata  amounts to
         which  Executive is entitled as of the Date of Termination  pursuant to
         Article  III  hereof,  including,  without  limitation,  amounts  which
         Executive is entitled  under any Plan in  accordance  with the terms of
         such Plan,  and  further,  including,  without  limitation,  a pro rata
         portion  (prorated  through the Date of  Termination)  of any annual or
         long-term  bonus or  incentive  payments  (for  performance  periods in
         effect at the Date of  Termination)  to which Executive would have been
         entitled had Executive remained  continuously  employed through the end
         of such performance periods and continued to perform Executive's duties
         in the same manner as performed  immediately  prior to the  Executive's
         death or disability.

                  (c)  If  Executive's   employment   under  this  Agreement  is
         terminated by the Company for Cause or by Executive for other than Good
         Reason,  the Company shall pay  Executive  the Base Salary  through the
         Date of Termination  and any amounts to which the Executive is entitled
         under any Plan in accordance with the terms of such Plan.

                  (d)  If  Executive's   employment   under  this  Agreement  is
         terminated by the mutual  agreement of the parties under paragraph 4.5,
         the Company  shall  provide  Executive  with the  payments and benefits
         specified in the mutual agreement.

ARTICLE V. CONFIDENTIAL INFORMATION

         5.1 PROHIBITIONS  AGAINST USE.  Executive will not during or subsequent
to the  termination  of  Executive's  employment  under  this  Agreement  use or
disclose, other than in connection with Executive's employment with the Company,
any  Confidential  Information  to any person not employed by the Company or not

                                      -6-


authorized by the Company to receive such Confidential Information,  without the
prior written consent of the Company.  Executive will use reasonable and prudent
care to safeguard and protect and prevent the unauthorized use and disclosure of
Confidential  Information.  The obligations contained in this paragraph 5.1 will
survive  for as  long  as  the  Company  in  its  sole  judgment  considers  the
information to be Confidential Information. The obligations under this paragraph
5.1  will not  apply  to any  Confidential  Information  that is now or  becomes
generally  available  to  the  public  through  no  fault  of  Executive  or  to
Executive's  disclosure  of  any  Confidential  Information  required  by law or
judicial or administrative process.

ARTICLE VI. NON-COMPETITION

         6.1 Executive agrees to the following non-competition restrictions.

                  (a) NON-COMPETITION.  Executive agrees that during the term of
         this  Agreement  and for a period  of two  years  (2)  years  following
         termination of employment  for any reason,  Executive will not directly
         or indirectly, alone or as a partner, officer, director, shareholder or
         employee of any other firm or entity, engage in any commercial activity
         in  competition  with any part of the  Company's  business as conducted
         during the term of the Agreement or as of the date of such  termination
         of employment or with any part of the Company's  contemplated  business
         with  respect to which  Executive  has  Confidential  Information.  For
         purposes of this clause (a), "shareholder" shall not include beneficial
         ownership of less than five  percent (5%) of the combined  voting power
         of all issued and  outstanding  voting  securities  of a publicly  held
         corporation  whose stock is traded on a major stock  exchange or quoted
         on NASDAQ.

                  (b) NON-SOLICITATION - CUSTOMERS AND OTHERS.  Executive agrees
         that for a period of two (2) years following termination of Executive's
         employment with the Company for any reason,  that he will not, directly
         or indirectly,  for Executive's account or business,  or the account or
         business of any other person,  in any capacity  whatsoever,  solicit or
         induce any  customers,  consultants,  or  prospective  customers of the
         Company,  to terminate,  breach,  limit or refrain from entering  into,
         continuing,   or  otherwise  altering  such  person  or  organization's
         relationship with or obligations to the Company.

                  (C)  NON-SOLICITATION  - EMPLOYEES AND OTHERS.  Executive also
         agrees  that for a period of two (2)  years  following  termination  of
         Executive's  employment  with the Company for any reason,  that he will
         not, directly or indirectly,  for Executive's  account or business,  or
         the  account  or  business  of  any  other  person,   in  any  capacity
         whatsoever,  solicit or induce any  employees  of the  Company to leave
         their  employment with the Company or to become employed with or render
         services to another business.

ARTICLE VII. GENERAL PROVISIONS

         7.1 NO ADEQUATE  REMEDY.  The parties  declare that it is impossible to
accurately  measure in money the damages  which will  accrue to either  party by
reason of a failure  to perform  any of the  obligations  under this  Agreement.
Therefore,  if either party shall  institute any action or proceeding to enforce
the provisions hereof, other than a claim by Executive for a payment pursuant to

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paragraph  4.7,  the party  against  whom such action or  proceeding  is brought
hereby  waives the claim or defense  that such party has an  adequate  remedy at
law, and such party shall not assert in any such action or proceeding  the claim
or defense that such party has an adequate remedy at law.

         7.2 SUCCESSORS AND ASSIGNS.

                  (a) This  Agreement  shall be  binding  upon and  inure to the
         benefit of any Successor of the Company,  and any such Successor  shall
         absolutely and unconditionally  assume all of the Company's obligations
         hereunder.  Upon Executive's written request,  the Company will seek to
         have any Successor,  by agreement in form and substance satisfactory to
         Executive,  assent to the  fulfillment by the Company and the Successor
         of the obligations under this Agreement.  Failure to obtain such assent
         at least three (3)  business  days prior to the time a person or entity
         becomes a Successor  (or where the Company does not have at least three
         (3) business  days' advance notice that a person or entity may become a
         Successor,  within one (1) business  day after having  notice that such
         person or entity may become or has become a Successor) shall constitute
         Good Reason for  termination  by  Executive of  employment  pursuant to
         paragraph 4.3. For purposes of this Agreement,  "Successor"  shall mean
         any corporation,  individual,  group, association,  partnership,  firm,
         venture or other entity or person that,  subsequent to the date hereof,
         succeeds  to  the  actual  or  practical  ability  to  control  (either
         immediately or with the passage of time), all or  substantially  all of
         the  Company's  business  and/or  assets,  directly or  indirectly,  by
         merger,   consolidation,   recapitalization,   purchase,   liquidation,
         redemption, assignment, similar corporate transaction, operation of law
         or otherwise.

                  (b) This Agreement and all rights of Executive hereunder shall
         inure to the benefit of and be enforceable  by Executive's  personal or
         legal representatives,  executors,  administrators,  successors, heirs,
         distributees,  devisees and legatees. If Executive should die, all such
         amounts as defined  in Article IV 4.7 b),  shall be paid in  accordance
         with the terms of this Agreement to Executive's  devisee,  legatee,  or
         other designee or, if there be no such designee, to Executive's estate.

                  (c)  Executive may not assign this  Agreement,  in whole or in
         any part, without the prior written consent of the Company.

         7.3  NOTICES.  All  notices,  requests  and  demands  given  to or made
pursuant hereto shall,  except as otherwise  specified herein, be in writing and
be personally delivered or mailed postage prepaid,  registered or certified U.S.
mail, to any party at its address set forth on the last page of this  Agreement.
Either party may, by notice hereunder,  designate a changed address.  Any notice
hereunder  shall be deemed  effectively  given and  received:  (a) if personally
delivered,  upon delivery;  or (b) if mailed, on the registered date or the date
stamped on the certified mail receipt.

         7.4  WITHHOLDING.  To  the  extent  required  by  any  applicable  law,
including, without limitation, any federal or state income tax or excise tax law
or laws, the Federal Insurance  Contributions Act, the Federal  Unemployment Tax
Act or any  comparable  federal,  state or local laws,  the Company  retains the
right to withhold  such  portion of any amount or amounts  payable to  Executive

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under this Agreement as the Company (on the written  advice of outside  counsel)
deems reasonably necessary.

         7.5 CAPTIONS.  The various  headings or captions in this  Agreement are
for convenience only and shall not affect the meaning or  interpretation of this
Agreement.

         7.6 GOVERNING  LAW. This  Agreement  shall be construed and governed by
the laws of the State of Minnesota.  Any disputes  arising out of this Agreement
shall be determined in the state and federal courts located in Hennepin  County,
Minnesota.  Each of the parties  consents to the exclusive  jurisdiction of such
courts for any disputes arising hereunder.

         7.7 CONSTRUCTION.  Wherever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity  without  invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         7.8 WAIVERS. No failure on the part of either party to exercise, and no
delay in  exercising,  any right or remedy  hereunder  shall operate as a waiver
thereof;  nor  shall  any  single  or  partial  exercise  of any right or remedy
hereunder  preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.

         7.9 MODIFICATION.  This Agreement may not be modified or amended except
by written instrument signed by the parties hereto.

         7.10 ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
and  understanding  between the parties  hereto in  reference to all the matters
herein  agreed  upon.  This  Agreement  replaces  in full all  prior  employment
agreements or understandings  of the parties hereto,  and any and all such prior
agreements or understandings are hereby rescinded by mutual agreement.

         7.11  COUNTERPARTS.  This  Agreement may be executed in one (1) or more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

         7.12 SURVIVAL.  The parties  expressly  acknowledge  and agree that the
provisions  of this  Agreement  which by their  express or implied  terms extend
beyond the termination of Executive's  employment hereunder (including,  without
limitation,  the  provisions  of paragraph 4.7  (relating to  compensation))  or
beyond the termination of this Agreement  (including,  without  limitation,  the
provisions of paragraph 5.1 (relating to confidential  information)  and Article
VI  (relating  to  non-competition)),  shall  continue  in full force and effect
notwithstanding   Executive's   termination  of  employment   hereunder  or  the
termination of this Agreement, respectively.

         IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Executive
Employment  Agreement to be duly  executed and  delivered as of the day and year
first above written.

                                      -9-


COMPANY:                                         EXECUTIVE:
IVDESK MINNESOTA, INC.


/s/ Larry D. Ingwersen                           /s/ J. Polakowski
-------------------------------------            ------------------------------
(signature)                                      (signature)
Date signed: 9/14/2012                           Date signed:  9/14/2012



















































                                      -10