EXHIBIT 10.18



                            INDEMNIFICATION AGREEMENT

     THIS AGREEMENT is made and entered into effective as of January 23, 1997
between RDO Equipment Co., a Delaware corporation (the "Company"), and
_______________ (the "Indemnitee") and amended and restated as of April 3, 2003.

                                    RECITALS

     A. The Company is concerned with the retention of qualified, competent
persons to serve as directors and officers of the Company.

     B. Highly competent persons are becoming increasingly reluctant to serve
publicly-held corporations as directors and officers or in other capacities
unless they are provided with adequate protection through insurance and/or
adequate indemnification against risks of claims and actions against them
arising out of their service to and activities on behalf of the Company.

     C. As an inducement for the Indemnitee to serve or continue to serve as a
director or officer of the Company, the Indemnitee requires substantial
protection against personal liability for the Indemnitee's actions in serving as
a director or officer of the Company.

     D. The Company's Certificate of Incorporation and Bylaws currently provide
for mandatory indemnification of officers and directors of the Company to the
fullest extent permitted under Delaware law.

     E. In order to provide the Indemnitee with specific contractual assurance
that the protection provided by the Company's Certificate of Incorporation and
Bylaws will be available to the Indemnitee (regardless of, among other things,
any amendment to or revocation of such Certificate of Incorporation and Bylaws
or any change in the composition of the Company's Board of Directors or
acquisition transaction relating to the Company), the Company wishes to provide
for the indemnification of, and the advancing of expenses to, the Indemnitee to
the fullest extent (whether partial or complete) permitted by law and as set
forth in this Agreement.

     F. In addition, to the extent insurance is maintained, the Company wishes
to provide for the continued coverage of the Indemnitee under the Company's
directors' and officers' liability insurance policies.

                                    AGREEMENT

     NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Company and the Indemnitee do hereby agree as follows:

     1. Definitions. For the purposes of this Agreement, capitalized terms have
the following meaning:

          (a) "Board" means the Board of Directors of the Company.


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          (b) "Change in Control" means the following:

               (1) the sale, lease, exchange or other transfer, directly or
          indirectly, of substantially all of the assets of the Company (in one
          transaction or in a series of related transactions) to a person or
          entity that is not controlled by the Company;

               (2) the approval by the shareholders of the Company of any plan
          or proposal for the liquidation or dissolution of the Company;

               (3) a merger or consolidation to which the Company is a party if
          the shareholders of the Company immediately prior to effective date of
          such merger or consolidation have "beneficial ownership" (as defined
          in Rule 13d-3 under the Exchange Act), immediately following the
          effective date of such merger or consolidation, of securities of the
          surviving corporation representing (A) more than 50%, but less than
          80%, of the combined voting power of the surviving corporation's then
          outstanding securities ordinarily having the right to vote at
          elections of directors, unless such merger or consolidation has been
          approved in advance by the Continuity Directors, or (B) 50% or less of
          the combined voting power of the surviving corporation's then
          outstanding securities ordinarily having the right to vote at
          elections of directors (regardless of any approval by the Continuity
          Directors);

               (4) any person becomes, after the Effective Date, the "beneficial
          owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
          indirectly, of (A) 20% or more, but not 50% or more, of the combined
          voting power of the Company's outstanding securities ordinarily having
          the right to vote at elections of directors, unless the transaction
          resulting in such ownership has been approved in advance by the
          Continuity Directors, or (B) 50% or more of the combined voting power
          of the Company's outstanding securities ordinarily having the right to
          vote at elections of directors (regardless of any approval by the
          Continuity Directors); or

               (5) the Continuity Directors cease for any reason to constitute
          at least a majority of the Board.

     Notwithstanding anything in this Section 1(c) to the contrary, none of the
     following events, in and of itself, will be deemed to constitute a Change
     in Control for purposes of this Section 1(b): (i) the transfer by Ronald D.
     Offutt ("Offutt") of shares of Class A Common Stock or Class B Common Stock
     of the Company to a trust provided that, until his death, Offutt retains
     voting control with respect to such shares; (ii) the distribution to
     beneficiaries upon Offutt's death of such shares in accordance with such
     trust or other estate plan; or (iii) the conversion of shares of Class B
     Common Stock into shares of Class A Common Stock, provided that this
     exception from the definition of Change in Control for conversions relates
     only to the conversion itself and not to any transfers that may occur in
     conjunction with such conversions.



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          (c) "Corporate Status" describes the status of a person who is or was
     a director, officer, member of a committee , employee, agent or fiduciary
     of the Company or is or was serving at the request of the Company as a
     director, officer, member of a committee, employee or agent of any Other
     Enterprise.

          (d) "Disinterested Director" means a director of the Company who is
     not and was not a party to the Proceeding in respect of which
     indemnification is sought by the Indemnitee.

          (e) "Effective Date" means the date first set forth above.

          (f) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (g) "Expenses" include all reasonable attorneys' fees, retainers,
     court costs, transcript costs, expert fees, witness fees, travel expenses,
     duplicating and printing costs, and all other disbursements or expenses of
     the type customarily incurred in connection with prosecuting, defending,
     preparing to prosecute or defend, investigating, or being or preparing to
     be a witness in or otherwise participating in any Proceeding, and Expenses
     "incurred in connection with any Proceeding" shall also include all of the
     foregoing incurred (whether or not by then paid) by the Indemnitee or on
     the Indemnitee's behalf in connection with complying with the procedures
     and requirements of this Agreement, including but not limited to the
     procedures set forth in Sections 5, 6 and 8, and any interest or other
     costs incurred (whether or not by then paid) due to delay in payment by the
     Company caused by the time taken for the advancement of Expenses,
     determination, adjudication or arbitration processes provided for herein,.

          (h) "Good Faith" means the Indemnitee having acted in good faith and
     in a manner that the Indemnitee reasonably believed to be in or not opposed
     to the best interests of the Company, and, with respect to any criminal
     Proceeding, having had no reasonable cause to believe that the Indemnitee's
     conduct was unlawful.

          (i) "Continuity Director" means any individual who is a member
     of the Board on the Effective Date and any individual who subsequently
     becomes a member of the Board whose election, or nomination for election by
     the Company's stockholders, was approved by a vote of at least a majority
     of the Continuity Directors (either by specific vote or by approval of the
     Company's proxy statement in which such individual is named as a nominee
     for director without objection to such nomination).

          (j) "Independent Counsel" means a law firm, or a member of a law firm,
     that is experienced in matters of corporation law and neither presently is,
     nor in the past five years has been, retained to represent: (i) the Company
     or the Indemnitee in any matter material to either such party, or (ii) any
     other party to the Proceeding giving rise to a claim for indemnification
     hereunder. Notwithstanding the foregoing, the term "Independent Counsel"
     does not include any person who, under the applicable standards of
     professional conduct then prevailing, would have a conflict of interest in
     representing



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<PAGE>

     either the Company or the Indemnitee in an action to determine the
     Indemnitee's rights under this Agreement.

          (k) "Other Enterprise" means the Company and any other corporation,
     partnership, joint venture, trust, employee benefit plan or other
     enterprise of which the Indemnitee is or was serving at the request of the
     Company as a director, officer, member of a committee, employee, agent or
     fiduciary.

          (l) "Proceeding" includes any action, suit, arbitration,
     alternative dispute resolution mechanism, investigation, administrative
     hearing or any other actual, threatened or completed proceeding whether
     civil, criminal, administrative or investigative, other than one initiated
     by the Indemnitee without the authorization of the Company. For purposes of
     the foregoing sentence, a "Proceeding" will not be deemed to have been
     initiated by the Indemnitee without the authorization of the Company where
     the Indemnitee seeks pursuant to Section 8 of this Agreement to enforce the
     Indemnitee's rights under this Agreement.

     2. Term of Agreement. This Agreement will continue until and terminate upon
the later of (i) 10 years after the date that the Indemnitee has ceased to serve
as a director, officer, employee, agent or fiduciary of the Company or any Other
Enterprise, or (ii) the final termination (as to which all rights of appeal have
been exhausted or lapsed) of all pending Proceedings in respect of which the
Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by the Indemnitee pursuant to Section
8 of this Agreement.

     3. Agreement to Serve; Notice of Proceedings. The Indemnitee agrees to
serve as a director, officer, or member of a committee of the Company for so
long as the Indemnitee is duly appointed or elected and qualified or until such
time as the Indemnitee resigns from such position; provided, however, that
nothing contained in this Agreement is intended to create on the part of the
Indemnitee any right to continued employment or service with the Company or any
Other Enterprise. The Indemnitee agrees promptly to notify the Company in
writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
that may be subject to indemnification or advancement of Expenses under this
Agreement; provided, however, that failure of the Indemnitee to give such notice
promptly will not relieve the Company from any liability that it may have to the
Indemnitee otherwise than under this Agreement and will relieve the Company from
liability under this Agreement only to the extent that the Company has been
prejudiced.

     4. Indemnification.

          (a) In General. In connection with any Proceeding, the Company agrees
     to indemnify, hold harmless, and advance Expenses to, the Indemnitee as
     provided in this Agreement unless prohibited by applicable law in effect on
     the date hereof, or, if broader rights are available to the Indemnitee
     under applicable law,to the fullest extent not prohibited by applicable law
     in effect on the date hereof, and in either case also to such greater
     extent as applicable law may hereafter from time to time not prohibit, it
     being



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     understood and agreed that the Indemnitee shall be entitled to the broadest
     rights available.

          (b) Proceedings Other Than Proceedings by or in the Right of the
     Company. If, by reason of the Indemnitee's Corporate Status, the Indemnitee
     is, or is threatened to be made, a party to any Proceeding, other than a
     Proceeding by or in the right of the Company, the Company will indemnify
     the Indemnitee against Expenses, judgments, penalties, fines and amounts
     paid in settlement actually and reasonably incurred (whether or not by then
     paid) by the Indemnitee or on the Indemnitee's behalf in connection with
     such Proceeding or any claim, issue or matter therein, unless in accordance
     with the procedures and presumptions set forth herein a final and
     nonappealable determination has been made that the Indemnitee did not act
     in Good Faith.

          (c) Proceedings by or in the Right of the Company. If, by reason of
     the Indemnitee's Corporate Status, the Indemnitee is, or is threatened to
     be made, a party to any Proceeding brought by or in the right of the
     Company to procure a judgment in its favor, the Company will indemnify the
     Indemnitee against Expenses, judgments, penalties, and amounts paid in
     settlement, actually and reasonably incurred (whether or not by then paid)
     by the Indemnitee or on the Indemnitee's behalf in connection with such
     Proceeding or any claim, issue or matter therein, unless in accordance with
     the procedures and presumptions set forth herein a final and nonappealable
     determination has been made that the Indemnitee did not act in Good Faith.
     Notwithstanding the foregoing, no such indemnification will be made if
     applicable law expressly prohibits such indemnification; provided, however,
     that, notwithstanding such law, indemnification will nevertheless be made
     by the Company in such event if and only to the extent that the Court of
     Chancery of the State of Delaware (or the court in which such Proceeding
     has been brought or is pending) determines.

          (d) Indemnification of a Party Who is Wholly or Partly Successful. If,
     by reason of the Indemnitee's Corporate Status, the Indemnitee is, or is
     threatened to be made, a party to any Proceeding and it is determined that
     the Indemnitee is not entitled to indemnification under any other
     provisions of this Agreement, then notwithstanding such other provisions of
     this Agreement, to the extent that the Indemnitee is successful, on the
     merits or otherwise, in such Proceeding, the Indemnitee will be indemnified
     to the maximum extent not prohibited by applicable law against all
     Expenses, judgments, penalties, fines, and amounts paid in settlement,
     actually and reasonably incurred (whether or not by then paid) by the
     Indemnitee or on the Indemnitee's behalf in connection with such Proceeding
     or any claim, issue or matter therein. If in the foregoing circumstances
     the Indemnitee is not wholly successful in such Proceeding but is
     successful, on the merits or otherwise, as to one or more but less than all
     claims, issues or matters in such Proceeding, the Company will indemnify
     the Indemnitee to the maximum extent not prohibited by applicable law
     against all Expenses, judgments, penalties, fines, and amounts paid in
     settlement, actually and reasonably incurred (whether or not by then paid)
     by the Indemnitee or on the Indemnitee's behalf in connection with such
     Proceeding. For purposes of this Section 4(d), and without limitation, the
     termination of



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<PAGE>


     any claim, issue or matter in such a Proceeding by dismissal, with or
     without prejudice, will be deemed to be a successful result as to such
     claim, issue or matter.

          (e) Indemnification for Expenses of a Witness. Notwithstanding any
     other provision of this Agreement, to the extent that the Indemnitee, by
     reason of the Indemnitee's Corporate Status, is, or is threatened to be, a
     witness or otherwise involved (other than as a party) in any Proceeding,
     the Indemnitee will be indemnified against all Expenses actually and
     reasonably incurred (whether or not by then paid) by the Indemnitee or on
     the Indemnitee's behalf in connection with such Proceeding or any claim,
     issue or matter therein.

     5. Advancement of Expenses. Notwithstanding any provision to the contrary
in Section 6 or any other Section of this Agreement, the Company will advance
all reasonable Expenses that, by reason of the Indemnitee's Corporate Status,
were incurred (whether or not by then paid) by or on behalf of the Indemnitee in
connection with any Proceeding, including but not limited to any fee retainers
or similar arrangements required or requested from the Indemnitee (whether or
not by then paid), within 20 days after the receipt by the Company of a
statement or statements from the Indemnitee requesting such advance or advances,
whether prior to or after final disposition of such Proceeding. Such statement
or statements must reasonably evidence the Expenses incurred by, including any
fee retainers or similar arrangements requested of, the Indemnitee (whether or
not by then paid) and must include or be preceded or accompanied by an
undertaking by or on behalf of the Indemnitee to repay any advancement of
Expenses if it is ultimately determined (as to which all rights of appeal have
been exhausted or lapsed) that the Indemnitee is not entitled to be indemnified
against such Expenses. Any advance and undertakings to repay pursuant to this
Section 5 will be unsecured and interest free.

     6. Procedures for Determination of Entitlement to Indemnification.

          (a) Initial Request. To obtain indemnification under this Agreement,
     the Indemnitee must submit to the Company a written request, including
     therein or therewith such documentation and information as is reasonably
     available to the Indemnitee and is reasonably necessary to determine
     whether and to what extent the Indemnitee is entitled to indemnification
     under this Agreement. The President and/or Secretary of the Company will
     promptly advise the Board in writing that the Indemnitee has requested
     indemnification.

          (b) Method of Determination. A determination (if required by
     applicable law) with respect to the Indemnitee's entitlement to
     indemnification will be made within 90 days as follows:

               (1) If a Change in Control has occurred, unless the Indemnitee
          requests in writing that such determination be made in accordance with
          clause (2) of this Section 6(b), the determination will be made by
          Independent Counsel in a written opinion to the Board, a copy of which
          will be delivered to the Indemnitee.



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               (2) If a Change of Control has not occurred, and subject to
          Section 6(e) of this Agreement, the determination will be made by the
          Board by a majority vote of a quorum consisting of Disinterested
          Directors. In the event that a quorum of the Board consisting of
          Disinterested Directors is not obtainable or, even if obtainable, such
          quorum of Disinterested Directors so directs, the determination will
          be made by Independent Counsel in a written opinion to the Board, a
          copy of which will be delivered to the Indemnitee.

          (c) Selection, Payment and Discharge of Independent Counsel. In the
     event that the determination of entitlement to indemnification is to be
     made by Independent Counsel pursuant to Section 6(b) of this Agreement, the
     Independent Counsel will be selected, paid and discharged in the following
     manner:

               (1) If a Change of Control has not occurred, the Independent
          Counsel will be selected by the Board, and the Company will give
          written notice to the Indemnitee advising the Indemnitee of the
          identity of the Independent Counsel so selected.

               (2) If a Change of Control has occurred, the Independent Counsel
          will be selected by the Indemnitee (unless the Indemnitee requests
          that such selection be made by the Board, in which event clause (1) of
          this Section 6(c) applies), and the Indemnitee must give written
          notice to the Company advising it of the identity of the Independent
          Counsel so selected.

               (3) Following the initial selection described in clauses (1) and
          (2) of this Section 6(c), the Indemnitee or the Company, as the case
          may be, may, within seven days after such written notice of selection
          has been given, deliver to the other party a written objection to such
          selection. Such objection may be asserted only on the ground that the
          Independent Counsel so selected does not meet the requirements of
          "Independent Counsel" as defined in Section 1(j) of this Agreement,
          and the objection must set forth with particularity the factual basis
          of such assertion. Absent a proper and timely objection, the person so
          selected will act as Independent Counsel. If such written objection is
          made, the Independent Counsel so selected may not serve as Independent
          Counsel unless and until a court has determined that such objection is
          without merit.

               (4) Either the Company or the Indemnitee may petition the Court
          of Chancery of the State of Delaware if the parties have been unable
          to agree on the selection of Independent Counsel within 20 days after
          submission by the Indemnitee of a written request for indemnification
          pursuant to Section 6(a) of this Agreement. Such petition will request
          a determination whether an objection to the party's selection is
          without merit and/or seek the appointment as Independent Counsel of a
          person selected by the Court or by such other person as the Court may
          designate. A person so appointed will act as Independent Counsel under
          Section 6(b) of this Agreement.



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               (5) The Company will pay any and all reasonable fees and expenses
          of Independent Counsel incurred by such Independent Counsel in
          connection with acting pursuant to this Agreement, and the Company
          will pay all reasonable fees and expenses incident to the procedures
          of this Section 6(c), regardless of the manner in which such
          Independent Counsel was selected or appointed.

               (6) Upon the due commencement of any judicial proceeding or
          arbitration pursuant to Section 8(a)(3) of this Agreement, Independent
          Counsel will be discharged and relieved of any further responsibility
          in such capacity (subject to the applicable standards of professional
          conduct then prevailing).

          (d) Cooperation. The Indemnitee agrees to cooperate with the person,
     persons or entity making the determination with respect to the Indemnitee's
     entitlement to indemnification under this Agreement, including providing to
     such person, persons or entity upon reasonable advance request any
     documentation or information that is not privileged or otherwise protected
     from disclosure and that is reasonably available to the Indemnitee and
     reasonably necessary to such determination. Any costs or expenses
     (including attorneys' fees and disbursements) incurred (whether or not by
     then paid) by the Indemnitee in so cooperating with the person, persons or
     entity making such determination will be borne by the Company (irrespective
     of the determination as to the Indemnitee's entitlement to
     indemnification), and the Company hereby indemnifies and agrees to hold the
     Indemnitee harmless therefrom.

          (e) Payment. If it is determined that the Indemnitee is entitled to
     indemnification, payment to the Indemnitee must be made within 10 days
     after such determination.

     7. Presumptions and Effect of Certain Proceedings.

          (a) Burden of Proof. In making a determination with respect to
     entitlement to indemnification hereunder, the person or persons or entity
     making such determination will presume that the Indemnitee is entitled to
     indemnification under this Agreement if the Indemnitee has submitted a
     request for indemnification in accordance with Section 6(a) of this
     Agreement, and the Company will have the burden of proof to overcome that
     presumption in connection with the making by any person, persons or entity
     of any determination contrary to that presumption.

          (b) Effect of Other Proceedings. The termination of any
     Proceeding or of any claim, issue or matter therein, by judgment, order,
     settlement or conviction, or upon a plea of NOLO CONTENDERE or its
     equivalent, will not (except as otherwise expressly provided in this
     Agreement) of itself adversely affect the right of the Indemnitee to
     indemnification or create a presumption that the Indemnitee did not act in
     Good Faith.

          (c) Reliance as Safe Harbor. For purposes of any determination of Good
     Faith, the Indemnitee will be deemed to have acted in Good Faith if the
     Indemnitee's action is based on the records or books of account of the
     Company or any Other



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     Enterprise, including financial statements, or on information supplied to
     the Indemnitee by the officers of the Company or any Other Enterprise in
     the course of their duties, or on the advice of legal counsel for the
     Company or any Other Enterprise or on information or records given or
     reports made to the Company or any Other Enterprise by an independent
     certified public accountant or by an appraiser or other expert selected
     with reasonable care by the Company or any Other Enterprise. The provisions
     of this Section 7(c) will not be deemed to be exclusive or to limit in any
     way the other circumstances in which the Indemnitee may be deemed to have
     met the applicable standard of conduct set forth in this Agreement.

          (d) Actions of Others. The knowledge and/or actions, or failure to
     act, of any director, officer, agent or employee of the Company or any
     Other Enterprise will not be imputed to the Indemnitee for purposes of
     determining the right of indemnification under this Agreement.

     8. Rights of the Indemnitee.

          (a) Application to Disputes. This Section 8 applies in the event of a
     Dispute. For purposes of this Section, a "Dispute" means any of the
     following events: (i) a determination is made pursuant to Section 6 of this
     Agreement that the Indemnitee is not entitled to indemnification under this
     Agreement; (ii) advancement of Expenses is not timely made pursuant to
     Section 5 of this Agreement; (iii) the determination of entitlement to
     indemnification to be made pursuant to Section 6(b) of this Agreement has
     not been made within 90 days after receipt by the Company of the request
     for indemnification; or (iv) payment of indemnification is not made within
     10 days after a determination has been made that the Indemnitee is entitled
     to indemnification or such determination is deemed to have been made
     pursuant to Section 6 of this Agreement.

          (b) Adjudication. In the event of a Dispute, the Indemnitee is
     entitled to an adjudication in any court of competent jurisdiction of the
     Indemnitee's entitlement to such indemnification or advancement of
     Expenses. Alternatively, the Indemnitee, at the Indemnitee's option, may
     seek an award in arbitration to be conducted by a single arbitrator
     pursuant to the rules of the American Arbitration Association. The
     Indemnitee must commence such proceeding seeking an adjudication or an
     award in arbitration within 180 days following the date on which the
     Indemnitee first has the right to commence such proceeding pursuant to this
     Section 8(b). The Company will not oppose the Indemnitee's right to seek
     any such adjudication or award in arbitration.

          (c) De Novo Review. In the event that a determination has been made
     pursuant to Section 6 of this Agreement that the Indemnitee is not entitled
     to indemnification, any judicial proceeding or arbitration commenced
     pursuant to this Section 8 will be conducted in all respects as a de novo
     trial, or arbitration, on the merits, and the Indemnitee will not be
     prejudiced by reason of that adverse determination. In any such proceeding
     or arbitration, the Company has the burden of proving that the Indemnitee
     is not entitled to indemnification or advancement of Expenses, as the case
     may be.



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          (d) Company Bound. If a determination has been made or is deemed to
     have been made pursuant to Section 6 of this Agreement that the Indemnitee
     is entitled to indemnification, the Company will be bound by such
     determination in any judicial proceeding or arbitration absent (i) a
     misstatement by the Indemnitee of a material fact, or an omission of a
     material fact necessary to make the Indemnitee's statement not materially
     misleading, in connection with the request for indemnification, or (ii) a
     prohibition of such indemnification under applicable law.

          (e) Procedures Valid. The Company is precluded from asserting in any
     judicial proceeding or arbitration commenced pursuant to this Section 8
     that the procedures and presumptions of this Agreement are not valid,
     binding and enforceable and must stipulate in any such court or before any
     such arbitrator that the Company is bound by all the provisions of this
     Agreement.

          (f) Expenses of Adjudication. In the event that the Indemnitee,
     pursuant to this Section 8, seeks a judicial adjudication or an award in
     arbitration to enforce the Indemnitee's rights under, or to recover damages
     for breach of, this Agreement, the Indemnitee will be entitled to recover
     from the Company, and will be indemnified by the Company against, any and
     all expenses (of the types described in the definition of Expenses in
     Section 1(g) of this Agreement) actually and reasonably incurred (whether
     or not by then paid) by the Indemnitee in such adjudication or arbitration,
     but only if the Indemnitee prevails therein with respect to indemnification
     or advancement of at least fifty percent (50%) of the Expenses sought. If
     it is determined in such adjudication or arbitration that the Indemnitee is
     entitled to receive part but less than fifty percent (50%) of the
     indemnification or advancement of Expenses sought, the expenses incurred
     (whether or not by then paid) by the Indemnitee in connection with such
     adjudication or arbitration will be appropriately pro-rated.

     9. Non-Exclusivity; Insurance; Subrogation; Duplication of Payments.

          (a) Non-Exclusivity. The rights of the Indemnitee are not exclusive of
     any rights to which the Indemnitee may be entitled under the Company's
     Certificate of Incorporation or Bylaws, any agreement, any vote of
     stockholders or Disinterested Directors, applicable law or otherwise both
     as to action in the Indemnitee's Corporate Status and as to action in any
     other capacity while holding such office. In the event of a conflict
     between this Agreement and any of the foregoing, the Indemnitee shall be
     entitled to the broadest rights provided. No amendment, alteration,
     rescission or replacement of this Agreement or any provision hereof will be
     effective as to the Indemnitee with respect to any action taken or omitted
     by such the Indemnitee in the Indemnitee's Corporate Status prior to such
     amendment, alteration, rescission or replacement.

          (b) Liability Insurance. To the extent the Company maintains an
     insurance policy or policies for directors' and officers' liability, the
     Indemnitee will be covered by such policy or policies, in accordance with
     its or their terms, to the maximum extent of



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     the coverage available for any Company director or officer. Upon knowledge
     of the initiation of any Proceeding involving the Indemnitee, the Company
     shall give prompt written notice of such to its insurer in accordance with
     the procedures set forth in each applicable insurance policy and take all
     necessary action to cause such insurer to pay, on behalf of the Indemnitee,
     all amounts payable as a result of such Proceeding.

          (c) Subrogation. In the event of payment under this Agreement, the
     Company will be subrogated to the extent of such payment to all of the
     rights of recovery of the Indemnitee against any person or organization,
     and the Indemnitee will execute all papers and take all actions necessary
     to secure such rights, including the execution of such documents necessary
     to enable the Company effectively to bring suit to enforce such rights.

          (d) No Duplication of Payments. The Company will not be liable under
     this Agreement to make any payment of amounts otherwise indemnifiable
     hereunder if and to the extent that the Indemnitee has otherwise actually
     received payment under any insurance policy, the Certificate of
     Incorporation or Bylaws or otherwise.

     10. Miscellaneous.

          (a) Amendments and Waiver. No supplement, modification or amendment of
     this Agreement will be binding unless executed in writing by both of the
     parties hereto. No waiver of any of the provisions of this Agreement will
     be deemed or will constitute a waiver of any other provisions hereof
     (whether or not similar) nor will such waiver constitute a continuing
     waiver.

          (b) Successors and Assigns. This Agreement will be binding upon
     and inure to the benefit of and be enforceable by the parties hereto and
     their respective successors and assigns (including any direct or indirect
     successor by purchase, merger, consolidation or otherwise to all or
     substantially all of the business and/or assets of the Company), spouses,
     heirs and personal and legal representatives. The Company will require and
     cause any such successor, by written agreement in form and substance
     satisfactory to the Indemnitee, to assume and agree to perform this
     Agreement in the same manner and to the same extent that the Company would
     be required to perform if no such succession had taken place. This
     Agreement will continue in effect regardless of whether Indemnitee
     continues to serve as a director or officer of the Company or of any Other
     Enterprise.

          (c) Severability. The provisions of this Agreement will be severable
     in the event that any of the provisions hereof (including any provision
     within a single section, paragraph or sentence) are held by a court of
     competent jurisdiction to be invalid, void or otherwise unenforceable, and
     the remaining provisions will remain enforceable to the fullest extent
     permitted by law.

          (d) Notice. All notices, requests, demands and other communications
     under this Agreement must be in writing and will be deemed to have been
     duly given (i) if



                                       11

<PAGE>

     delivered by hand and receipted for by the party to whom such notice or
     other communication was directed, on the date of delivery, or (ii) if
     mailed by certified or registered mail or by express mail, postage prepaid
     and properly addressed, on the third business day after the date on which
     it is so mailed. Unless subsequently modified as provided herein, notice to
     the Company will be directed to RDO Equipment Co., 2829 South University
     Drive, Fargo, North Dakota 58109 (Attn: Chief Executive Officer), and
     notice to the Indemnitee will be directed to the address set forth with the
     Indemnitee's signature below.

          (e) Counterparts. This Agreement may be executed in one or more
     counterparts, each of which will for all purposes be deemed an original but
     all of which together will constitute one and the same Agreement. Only one
     such counterpart signed by the party against whom enforceability is sought
     needs to be produced to evidence the existence of this Agreement.

          (f) Governing Law. This Agreement will be governed by and construed
     and enforced in accordance with the law of the State of Delaware applicable
     to contracts made to be performed in such state without giving effect to
     the principles of conflicts of laws.

     The parties have executed this Agreement and the amendment and restatement
thereof on the dates above written.


                                RDO EQUIPMENT CO.


                                By:
                                   ---------------------------------------------
                                Its:
                                    --------------------------------------------



                                INDEMNITEE


                                ------------------------------------------------
                                (Signature)

                                ------------------------------------------------
                                (Name)

                                ------------------------------------------------
                                (Address)

                                ------------------------------------------------



                                       12

<PAGE>

                                    GUARANTEE

     To assist RDO Equipment Co. (the "Company") with the retention of
qualified, competent persons to serve as directors, committee members and
officers of the Company and to encourage such persons to exercise and fulfill
their duties independently in the best interests of the Company and its
stockholders and without untoward concern that the Company's prompt performance
of the assurances intended to be afforded to the Indemnitee under the foregoing
Indemnification Agreement dated January 23, 1997, as amended and restated as of
April 3, 2003, will be dependent upon which person or persons may from time to
time be in a position to control the Company's positions or interpretations
regarding such Agreement, the Company has amended and restated such Agreement
seeking to clarify and provide more objective provisions for the assurances and
benefits for _____________as the Indemnitee under such Agreement.

     To further such intent of the Company and to further induce the Indemnitee
to serve or continue to serve and acknowledging and understanding that the
Indemnitee in so serving is relying upon this Guarantee, RONALD D. OFFUTT
("Offutt") hereby irrevocably and unconditionally guarantees the prompt
performance of all of the payment obligations of the Company, when due, under
the foregoing Indemnification Agreement, including as such may be modified or
amended by the Company and the Indemnitee, or provisions thereof waived by the
Company, from time to time with or without notice to Offutt. Offutt agrees and
the Indemnitee hereby acknowledges that the Indemnitee may seek enforcement of
this Guarantee from Offutt only after the Indemnitee has made a demand upon the
Company for performance that has not been promptly fulfilled by the Company, but
the Indemnitee shall not be required first to exhaust all remedies against the
Company before seeking enforcement of this Guarantee, and the reasonable
out-of-pocket costs and expenses, including attorney retainers, fees and
expenses, incurred by the Indemnitee (whether or not by then paid) in seeking
enforcement of and collection upon this Guarantee shall be the responsibility
of, and upon demand from the Indemnitee promptly paid by, Offutt.

     In the event of any payment to the Indemnitee by Offutt under this
Guarantee, Offutt shall be subrogated to the extent of such payment to all of
the rights of recovery of the Indemnitee with respect thereto against the
Company, and the Indemnitee will, at Offutt's request and expense, execute
appropriate papers and take reasonable actions necessary to secure such rights
for Offutt, including the execution of such documents necessary to enable Offutt
effectively to bring suit against the Company to enforce such rights. This
Guarantee is for the benefit of the Indemnitee and his successors and assigns
and shall not be discharged or affected by Offutt's death, incapacity or any
other event (other than full discharge of the obligations under the
Indemnification Agreement), and Offutt hereby agrees that this Guarantee and the
obligations hereunder shall survive any such events and be binding upon him and
his estate, heirs, conservators, guardians, executors, administrators and other
successors or representatives.



------------------------------
Ronald D. Offutt
Dated:  April 3, 2003



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