Date Name Address

Dear Client: This letter is to confirm and specify the terms of our engagement with you and to clarify the nature and extent of services we will provide. In order to ensure an understanding of our mutual responsibilities, we ask all clients for whom tax returns are prepared to confirm the following arrangements. This letter must be signed and dated by you prior to preparing your tax returns. We will prepare your 2014 federal and appropriate state income tax returns from information that you will furnish to us. We will not audit or otherwise verify the data you submit, although it may be necessary to ask for clarification on certain items. We are enclosing questionnaires and/or worksheets to guide you in gathering the necessary information, and request that you complete and return this information as soon as possible. Because there is generally a reduction in our preparation time when the tax organizer is fully completed, your assistance will expedite the preparation and processing of your return. We may engage a third party to assist us in providing these services to you. The filing deadline for the tax return is April 15, 2015. In order to meet this filing deadline, the information needed to complete the return should be received in our office no later than March 15, 2015. Your cooperation is appreciated. If an extension of time to file is required, any tax that may be due with this return must be paid with that extension. Any amounts not paid by the filing deadline may be subject to interest and late payment penalties when those amounts are actually paid. It is your responsibility to provide all the information required for the preparation of complete and accurate returns. You should retain all of the documents, canceled checks and other data that form the basis of income and deductions. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. It is your responsibility to maintain, in your records, the documentation necessary to support the data used in preparing your tax returns, including but not limited to the auto, travel, entertainment, and related expenses and the required documents to support charitable contributions. For cash charitable contributions of less than $250, record-keeping requirements ___________________________________________________________________________________________________________________ 11852 Shaffer Drive, Building B - Littleton, CO 80127 - P: 303-989-7600 - F: 303-989-5810 236 North Main Street - Watford City, ND 58854 - P: 701-842-3560 whipplewoodcpas.com

Page 2 are satisfied by maintaining a bank record or a written communication from the donee showing the name of the donee organization, and the date and amount of the contribution. For cash contributions of $250 or more, contemporaneous written communication from the donee confirming the date and amount of the contribution is required. These documents may be necessary to prove the accuracy and completeness of the returns to a taxing authority. We are not responsible for the disallowance of doubtful deductions or inadequately supported documentation, nor for the resulting taxes, penalties and interest. You have the final responsibility for the completed income tax returns and, therefore, you should review them carefully before they are submitted. Our work in connection with the preparation of your income tax returns does not include any procedures designed to discover defalcations or other irregularities, should any exist. We will render such accounting and bookkeeping assistance as determined to be necessary for preparation of the income tax return. We will use professional judgment in preparing your returns. Whenever we are aware that a possible applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts) we will explain the possible positions that may be taken on your return. We will follow whatever position you request on your return so long as it is consistent with the codes and regulations and interpretations that have been promulgated. If the Internal Revenue Service should later contest the position taken, there may be an assessment of additional tax plus interest and penalties. We assume no liability for any such additional penalties or assessments. In the event, however, that you ask us to take a tax position that in our professional judgment will not meet the applicable laws and standards as promulgated, we reserve the right to stop work and shall not be liable to you for any damages that occur as a result of ceasing to render services. The law provides various penalties that may be imposed when taxpayers understate their tax liability. If you would like information on the amount or the circumstances of these penalties, please contact us. Your returns may be selected for review by the taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of such government tax examination, we will be available upon request to represent you and will render additional invoices for the time and expenses incurred. To give our firm authorization to discuss your individual tax matters with the Internal Revenue Service, please indicate your approval by checking the Power of Attorney box in the Tax Organizer.

___________________________________________________________________________________________________________________ 11852 Shaffer Drive, Building B - Littleton, CO 80127 - P: 303-989-7600 - F: 303-989-5810 236 North Main Street - Watford City, ND 58854 - P: 701-842-3560 whipplewoodcpas.com

Page 3 WhippleWood CPAs owns and provides a Client Portal to permit easy and secure electronic transfer of documents between our clients and our firm and client access to certain documents created or maintained by WhippleWood CPAs. The completed tax returns will be delivered to you via the Client Portal. The Client Portal web-based applications are exclusively provided to WhippleWood CPAs clients and intended for their sole use. A Client Portal Agreement will be sent electronically for you to review and sign prior to portal usage. Once we receive the signed Client Portal Agreement, we will send you instructions on how to access the Client Portal. The Internal Revenue Service and the state tax agencies require tax preparers to use the efile program. If you do not want to e-file your tax returns, we are required to obtain a waiver signed by the taxpayers. Your returns will be filed electronically unless you advise us otherwise or we determine that the e-file method is not practical for your returns. This service is offered at no additional charge. As stated, we will provide the tax returns for your review via the WhippleWood Client Portal. After your review of these returns, you will sign the e-file consent forms and return them to our office. Once these signed consent forms are received, we will release your returns electronically to the taxing authorities. If you chose to have your refund deposited directly into your bank account or if you chose to pay your tax liability by direct debit of your bank account, it is your responsibility to confirm that the correct routing numbers and bank account information have been used on the tax returns. Please note that although our firm will use our best efforts to ensure that your returns are successfully transmitted to the appropriate taxing authorities, we will not be financially responsible for electronic transmission or other errors arising after your returns have been successfully submitted from our office. We understand how important the protection of your personal information is to you. We are committed to protecting your privacy. We want to make sure you understand how the personal information you provide us is being used, as well as the choices that you have regarding this information. If you would like a copy of our full privacy policy please feel free to contact our office. As your CPA, we are required to keep all information about our engagement confidential, so we will not disclose any information about you unless we have your approval or are required/permitted by law. This applies even if you are no longer a client. The Internal Revenue Service Restructuring and Reform Act of 1998 provides a limited confidentiality privilege for certain communications between you and our firm involving tax advice. This privilege does not cover items other than tax advice such as your tax records, tax return preparation, state tax proceedings, criminal proceedings, or private civil litigation. Any ___________________________________________________________________________________________________________________ 11852 Shaffer Drive, Building B - Littleton, CO 80127 - P: 303-989-7600 - F: 303-989-5810 236 North Main Street - Watford City, ND 58854 - P: 701-842-3560 whipplewoodcpas.com

Page 4 disclosure of qualifying confidential information to the government or third parties may result in waiver of the confidentiality privilege. To protect your right to privileged communication, please contact us if you have any questions or need further information. In connection with this engagement, we may communicate with you via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information. The firm may from time to time, and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality agreements with all service providers to maintain the confidentiality of your information, and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, the firm will remain responsible for the work provided by any such third-party service providers. It is our policy to retain engagement documentation for a period of seven years, after which time we will commence the process of destroying the contents of our engagement files. To the extent we accumulate any of your original records during the engagement, those documents will be returned to you promptly upon completion of the engagement. The balance of our engagement file is our property and we will provide copies of such documents at our discretion. In the event that our firm receives a request from a third party (including a subpoena, summons, or discovery demand in litigation) calling for the production of privileged information, our firm will promptly notify you. If you instruct our firm in writing to assert the privilege on your behalf, our firm will do so to the extent allowed by law. You hereby undertake to hold our firm harmless from and be responsible for any expenses (including attorney’s fees, court costs, and ___________________________________________________________________________________________________________________ 11852 Shaffer Drive, Building B - Littleton, CO 80127 - P: 303-989-7600 - F: 303-989-5810 236 North Main Street - Watford City, ND 58854 - P: 701-842-3560 whipplewoodcpas.com

Page 5 any other costs imposed whether by way of penalty or otherwise) incurred by our firm as a result of your assertion of the privilege or your direction to our firm to assert the privilege on your behalf. Our fee for these services will be based upon the amount of time required at standard billing rates plus processing and out-of-pocket expenses. All invoices are included with the tax returns, and are due and payable upon receipt. Payments not received within 30 days of the invoice date are considered late, and late balances will be assessed a finance charge at a rate of 1.5% per month. If any dispute arises among the parties hereto, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Rules for Professional Accounting and Related Services Disputes before resorting to litigation. Costs of any mediation proceeding shall be shared equally by all parties. Jurisdiction and venue for any dispute arising in accordance with this Engagement Letter will be in Jefferson County, Colorado.

___________________________________________________________________________________________________________________ 11852 Shaffer Drive, Building B - Littleton, CO 80127 - P: 303-989-7600 - F: 303-989-5810 236 North Main Street - Watford City, ND 58854 - P: 701-842-3560 whipplewoodcpas.com

Page 6 We appreciate the opportunity to be of service to you and believe that this letter accurately summarizes the significant terms of our engagement. If you have any questions regarding this letter, or believe we have missed or misstated your understanding, please call us to discuss this letter prior to signing it. If the foregoing terms are in accordance with your understanding, please print and sign an original of this letter in the space provided and return it to us via fax or email. Sincerely,

WhippleWood CPAs PC

Accepted and Agreed By: ___________________________ Signature

__________ Date

___________________________ Print name

__________ Date

___________________________ Signature

__________ Date

___________________________ Print name

__________ Date

___________________________________________________________________________________________________________________ 11852 Shaffer Drive, Building B - Littleton, CO 80127 - P: 303-989-7600 - F: 303-989-5810 236 North Main Street - Watford City, ND 58854 - P: 701-842-3560 whipplewoodcpas.com