**Exhibit10.31**

 

**[Portionsof this Exhibit have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Exhibit with all sectionsintact has been filed separately with the Securities and Exchange Commission.]**

 

**BEET LOADING AND HAULING AGREEMENT**

 

**THIS AGREEMENT**ismade as of April 28, 2003, by and between AMERICAN CRYSTAL SUGAR COMPANY, aMinnesota agricultural cooperative corporation, whose address is 101 NorthThird Street, Moorhead, Minnesota (hereinafter “ACSC”) and TRANSYSTEMS LLC, aWyoming limited liability company, whose address is 511 Central Avenue West,Suite 2, Great Falls, Montana (hereinafter “Contractor”).

 

**1.****                   Purposes:**  This Agreement shall cover:

 

(a)                             Theloading of sugarbeets from storage piles into trucks by Contractor at ACSC’soutside sugarbeet receiving stations at the locations designated on ExhibitA hereto (the “Outside Receiving Stations”) for hauling by truck to ACSC’ssugarbeet factories at: Moorhead, Crookston, East Grand Forks, Minnesota;Hillsboro and Drayton, North Dakota; (collectively, the “Factories”);

 

(b)                            Thehauling of sugarbeets by truck by Contractor from the Outside ReceivingStations to the wet hoppers at the Factories and the unloading thereof into thewet hoppers;

 

(c)                             Theloading of sugarbeets from storage piles into trucks by Contractor at thereceiving stations at the Factories (the “Factory Receiving Stations”), thehauling of such sugarbeets by truck to the wet hoppers at the Factories and theunloading thereof into the wet hoppers. Outside Receiving Stations and Factory Receiving Stations mayhereinafter be collectively referred to as “Receiving Stations;” and

 

(d)                            Teardownservices, clean up, snow removal and other services as provided herein.

 

With all of such servicesas set forth above and more fully described in Sections 3, 4, 5 and 15 belowcollectively referred to as the “Transportation Services.”

 

**2.****                   Term:**  This Agreement shall be effective as of thedate hereof and shall be in effect for and during the sugarbeet processingcampaigns with respect to the 2003 through 2007 sugarbeet crops (the “Term”),unless cancelled or terminated earlier as hereinafter provided.  Each sugarbeet processing campaign shall bereferred to as the “Campaign Period” and each 12-month period commencing onSeptember 1 and ending on August 31, shall be referred to as a “Contract Year.”

 

**3.****                   Loading:**  During each Campaign Period, Contractoragrees to load into trucks of Contractor as directed by ACSC all sugarbeets instorage piles as designated by ACSC at the specified Outside Receiving Stationsand shall load or replace in storage piles, all sugarbeets which may fall tothe ground during loading.  As requestedby ACSC, Contractor shall deliver designated mixes of loads of sugarbeets fromFactory Receiving Stations and from Outside Receiving Stations to assist inmaintaining consistent deliveries to the Factories.  Contractor will have at least twelve (12) loaders available atall times during the Term hereof to fulfill the loading requirementshereunder.  Such loaders shall beprovided at the costs specified on Exhibit A.

 

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In the event ACSCrequests that Contractor operate additional loaders for sugarbeet blendingpurposes, ACSC will reimburse Contractor for the additional loaders at the rateset forth on Exhibit A.

 

**4.****                   Hauling:**

 

(a)                             Responsibilityof Contractor.  During each CampaignPeriod, Contractor agrees to haul by truck all sugarbeets loaded as describedin Section 3 to the Factories designated by ACSC and to unload all of saidsugarbeets, including those which may fall to the ground during transport andunloading, into the wet hopper on the grounds at the designated Factories.  Contractor shall assure a reliable supply ofsugarbeets to each Factory such that there is no gap in deliveries to anyFactory wet hopper of more that five minutes.

 

(b)                            Limitationof Contractor Responsibility. Notwithstanding the provisions of paragraph (a) above, Contractor’sresponsibility to haul sugarbeets from the Outside Receiving Stations shall bebased on the capacity of the Equipment, with such limitation to be an averageof 1,152,000 ton miles per day from such Outside Receiving Stations during eachCampaign Period (the “Maximum Haul”). In addition to the normal hauling rates set forth on Exhibits A and D,ACSC will be responsible for all incremental costs incurred to haul sugarbeetsin excess of the Maximum Haul. Contractor agrees to provide ACSC with such documentation as may berequested by ACSC to verify the incremental costs.  Subject to the preceding sentence, the rates set forth on ExhibitsA and D shall apply to hauls in excess of the Maximum Haul.  The parties will cooperate during theCampaign Period to project the projected ton miles per day for the CampaignPeriod.  In the event the partiesproject that the Maximum Haul will be exceeded during any Campaign Period, theparties will mutually agree as to methods and costs for transporting thesugarbeets in excess of the Maximum Haul. Should the parties be unable to reach such agreement, ACSC may makealternate arrangements and/or retain the services of a third party to transportsugarbeets in excess of the Maximum Haul, and Contractor shall not be entitledto any compensation with respect to the transportation of such sugarbeets.

 

**5.****                   FactoryYard Loading and Hauling:** During each Campaign Period, Contractor agrees to load into trucks allsugarbeets in storage piles as designated by ACSC at the specified FactoryReceiving Stations and to transport such sugarbeets to, and unload the sameinto, the wet hoppers or Contractor’s Unloading Equipment at each Factory.  Contractor shall load or replace in storagepiles, all sugarbeets that may fall to the ground during loading.

 

**6.****                   TearDown Services:**  At ACSC’srequest and upon expiration of existing contracts between ACSC and certainthird parties, Contractor agrees to assume the responsibility for performingthe “tear down” of frozen sugarbeets at designated locations prior toloading.  Tear down services shallinclude the tear down of the sugarbeet piles with a backhoe, and the removaland stacking of ventilation tubes. Frozen sugarbeets are located at the deep freeze piling sites set forthon Exhibit B, attached hereto (the “Deep Freeze Beets”).** **Notwithstanding commencement ofthe Term of this Agreement, tear down services shall commence on the followingschedule to the extent requested in writing by ACSC:

 

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| **Location of Deep Freeze Storage  Piles** |   | **Crop Year** |   |
|--------------------------------------------|--------|---------------|--------|
| Crookston  District Piles                  |   | 2003          |   |
| Drayton  District Piles                    |   | 2003          |   |
| East  Grand Forks District Piles           |   | 2004          |   |
| Hillsboro  District Piles                  |   | 2004          |   |
| Moorhead  District Piles                   |   | 2005          |   |

 

Contractor shall provide all necessary equipment toperform tear down services on a schedule to be established by ACSC.  ACSC will provide necessary ripper clawbuckets for the backhoes.  In the eventContractor performs services pursuant to this Section 6, such services shall beconsidered “Transportation Services” and Contractor shall be paid for suchservices in accordance with the terms of this Agreement, at a rate of XXXXX perhauled ton for tear down and XXXXX per tube for tube removal and stacking. **[Portions ofthis section have been omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

** **

**7.****                   Equipment:**

 

(a)                             Provisionof Equipment. Contractor shall supply the necessary trucks, equipment,fuel, material, labor, parts inventory and other items necessary to perform itsobligations under this Agreement.  Allequipment shall be of appropriate size, weight and capacity to properlyaccomplish the work without injury or damage to the personnel or property ofACSC.  Except as otherwise agreed uponby ACSC, Contractor shall furnish at least that equipment referenced in its bidproposal dated March 7, 2003 and reflected on Exhibit C, attached hereto(the “Equipment”).  Contractor shalldevelop and furnish ACSC with a plan to provide additional equipment to meetunexpected needs.  Contractor shallmaintain all trucks and semi trailers free of dirt, debris and snow buildup inthe truck or trailer box.  ACSC shallmaintain or cause to be maintained adequate electrical service and lighting ateach Outside Receiving Station and Factory Receiving Station.

 

(b)                            UnloadingEquipment.  Contractor may installat its cost additional unloading equipment (the “Contractor’s UnloadingEquipment”) at one or more of the Factories to enable Contractor to unload semitractors equipped with combination trailers (pups).  Contractor shall be responsible for all costs related to thepurchase, installation, maintenance, and operation of the Contractor’sUnloading Equipment.  The Contractor’sUnloading Equipment shall be installed pursuant to plans and at locations to bemutually agreed upon by the parties. Contractor will be responsible for obtaining all permits and approvalsfrom government authorities that are necessary for installation and operationof the Contractor’s Unloading Equipment. Contractor will be responsible for staffing the Contractor’s UnloadingEquipment.  Contractor will equip eachFactory’s wet hopper operating station with controls that will enable ACSCpersonnel to transfer sugarbeets from Contractor’s surge tanks to the wethopper.  ACSC will provide electricityto operate the Contractor’s Unloading Equipment at no additional charge toContractor.  The Contractor’s UnloadingEquipment shall be installed and operated so as not to interfere with theefficient operation of the Factory.  Ifin ACSC’s judgment the use of the Contractor’s Unloading Equipment is adverselyaffecting the operation of the Factory, upon notice by ACSC to Contractor,Contractor shall immediately modify the operation of such equipment to rectifythe adverse effect on Factory operation, or discontinue the use of suchequipment.  Contractor shall be responsiblefor the costs of any such modifications. Except as otherwise specifically provided in Section 11 for theDrayton Factory, the installation, use, modification and or discontinued use ofthe Contractor’s Unloading Equipment shall not

 

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affect the rates chargedfor Transportation Services.  ACSC shallcontinue to make its existing unloading equipment available to Contractor ateach Factory throughout the Term hereof. Contractor shall retain ownership of, and insure the Contractor’sUnloading Equipment during the Term hereof, and shall remove such equipmentfrom each Factory within sixty (60) days following termination of thisAgreement.

 

**8.****                   WorkSchedules:**  Contractor shallcoordinate its work with ACSC’s Management at the Factories and shall operatewith sufficient equipment and labor, twenty-four hours per day, seven days perweek, so as to keep the Factories supplied with sugarbeets at all times topermit optimum full-scale Factory operations. Contractor shall deliver sufficient quantities of sugarbeets to permiteach Factory to operate at its optimum daily slicing capacity, it beingunderstood that, through the term of this Agreement, ACSC may, at any time,increase or decrease the slicing capacity at any of the Factories.  ACSC shall have complete discretion indetermining which Receiving Stations or portions thereof shall be hauled at anygiven time and the times and rates at which sugarbeets covered by thisAgreement shall be received at the wet hoppers at the Factories.  Notwithstanding the foregoing, at no timeshall Contractor be required to haul 100% of the total slice from the OutsideReceiving Stations to all Factories at the same time.  Each party shall keep the other constantly advised of estimateddelivery schedules and Factory operations and shall, particularly, notify theother promptly of any matter arising which might result in any delay or changein the anticipated time or rate of receipt of sugarbeets covered by thisAgreement.  Contractor shall furnishequipment as necessary to transport outside piles to the Factories beforeremoving any sugarbeets from either ACSC’s above ground ventilation piles orACSC’s deep freeze storage buildings.

 

**9.****                   Due Care:**  Contractor shall use due care in itsoperations to ensure that there is minimal damage, injury, or loss ofsugarbeets to be transported and unloaded under this Agreement and to ensurethat no dirt, trash or debris is unloaded at the wet hopper at the Factoriesother than that already adhering to the sugarbeets when loaded into itstrucks.  All frozen chunks of sugarbeetsmust be broken up prior to loading into trucks.

 

**10.****            Default:**  In the event Contractor fails to comply withany of the provisions of this Agreement or does not perform to ACSC’s goodfaith satisfaction, ACSC may: (a) immediately employ such equipment and laboror immediately contract with others as is necessary, in ACSC’s sole discretion,to complete or facilitate the work of Contractor; and/or (b) terminate this Agreementas to Contractor by 10 days notice in writing and employ such equipment andlabor or contract with others as is necessary, in ACSC’s sole discretion, tocomplete the Transportation Services to be provided hereunder.  In either the event of (a) or (b) above,Contractor shall pay ACSC, upon demand, that portion of ACSC’s costs incurredfor facilitating or completing the Transportation Services that are in excessof the payments that would have been made to Contractor for such work underthis Agreement

 

**11.****            Payments:**  For the work hereunder, ACSC agrees to pay,and Contractor agrees to accept, the amounts set forth on Exhibit Ahereto, subject to the annual wage adjustments provided in Section 17 of thisAgreement.  In the event Contractorinstalls Contractor’s Unloading Equipment at the Drayton Factory, the rates setforth on Exhibit D hereto shall replace the rates on Exhibit A,with respect to the Drayton Factory only. The installation of Contractor’s Unloading Equipment at the otherFactories shall not affect the rates set forth on Exhibit A.  The rates on Exhibits A and D notedas “Fall Rates” shall apply during that portion of the Campaign Period thatseasonal road weight restrictions are in effect.  The rates on Exhibits A and D noted as “Winter Rates”shall apply during that portion of the Campaign Period that seasonal weight

 

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restrictions are removed.  Allrates are based on maximum legal weight limits on all haul roads involved.  Contractor agrees to furnish thirty (30)full (pup) trailers for operation of combination units having a gross vehicleweight of 105,500 pounds.  If suchthirty units is not sufficient to fully service the Outside Receiving Stationsdesignated by ACSC, Contractor shall use its other Equipment to meet the ACSCrequirements and the rates for such Equipment set forth on Supplement #1 toExhibit A shall apply.  IfContractor is required to reduce or is allowed to increase the normal truckloadweights by reason of any governmental action, the rates expressed on ExhibitsA and D will be adjusted accordingly.  For purposes of the preceding sentence, the gross vehicle weights setforth on Exhibit A shall be the “normal” truckload weights and shallserve as the basis for determining an increase or decrease in permittedtruckload weights.  Payments shall bemade by ACSC to Contractor on the basis of statements of weights on or beforethe 23rd day of each month for all sugarbeets hauled from the 1stto the 15th of each month and on or before the 8th day ofeach month for all sugarbeets hauled between the 16th and the lastday of the preceding month.  Settlementfor each Outside Receiving Station shall be made upon the satisfactorycompletion of all hauling from that Outside Receiving Station

 

**12.**            **FuelProvisions.**  The ratesestablished by Exhibits A and D are based on an estimated fuel cost of$1.05 per gallon delivered.  The priceper gallon for fuel for each crop year will be set at a specified rate pergallon delivered by agreement between the parties on or before August 1stof each of the crop years covered by this Agreement.  The rates set forth on Exhibits A and D will be adjustedbased on the agreed upon fuel price for that Campaign Period.  Should the fuel price vary from that agreedupon, the difference will be paid by, or credited to ACSC at the end of theCampaign Period.  Contractor willfurnish ACSC with copies of all fuel invoices for the purpose of the annualcalculation.  ACSC reserves the right topurchase and supply fuel to Contractor at Contractor’s expense if ACSC canobtain fuel at a lower cost per gallon delivered than can Contractor.  For the purpose of the annual rateadjustment provided for herein, the cost of fuel to Contractor is agreed to be15% of Contractor’s total costs of operation. In the event of fuel allocations, Contractor shall furnish proof of theallocation and guarantee of sufficient fuel to accomplish its work hereunderduring any such period of allocation. Failure to provide such proof shall be a default hereunder.

 

**13.****            Payment Disputes:**  In the event of any disputes with respect tothe determination of any amounts due hereunder, ACSC and Contractor, togetherwith their representatives, shall promptly meet, confer and negotiate in goodfaith with a view to resolving any and all such disputes.  If such negotiations fail to resolve anydisputes within fifteen (15) calendar days, the parties agree to submit thesettlement of such dispute to binding arbitration pursuant to the commercialarbitration rules of the American Arbitration Association.  The arbitration shall be conducted inMinneapolis, Minnesota, U.S.A.**** Any award rendered shall be final and conclusive upon the parties.The parties shall request and the American Arbitration Association shall (i) appointa single arbitrator who is familiar with the industry; (ii) direct thearbitrator to follow substantive rules of law and the federal rules ofevidence, where and if applicable; (iii) allow the parties to conductdiscovery pursuant to the rules then in effect under the federal rules of civilprocedure (excluding confidential records that are not relevant to the issuesbeing arbitrated) for a period not to exceed thirty (30) days;(iv) require any testimony to be transcribed; and (v) require any awardor decision to be accompanied by findings of fact and a statement of reasonsfor the decision.  Each party shall bearits own costs and expenses, including reasonable attorney’s fees and expert’sfees, incurred in any dispute that is determined and/or settled by arbitrationpursuant to this Section.  Except whereclearly prevented by the area in dispute, both parties agree to continueperforming their respective obligations under this Agreement (ex. theperformance of the

 

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Transportation Services by Contractor and the payment of undisputedamounts by ACSC) while the dispute is being resolved.

 

**14.****            WeightDetermination:**To calculate the weight to be used for purposes of therates set forth on Exhibits A and D for the Outside Receiving Stations,97% of the raw weight (2000 pounds per ton) of sugarbeets delivered by growersat that station, less the agreed upon raw weight of sugarbeets discarded byACSC, shall be used.  To calculate theweight for purposes of the rates set forth on Exhibits A and D for theFactory Receiving Stations, 91.6% of the raw weight (2,000 pounds per ton) ofsugarbeets delivered by growers to such piles, less the agreed upon raw weightof sugarbeets discarded by ACSC shall be used. Raw weight shall mean the weight of purchased sugarbeets before thededuction for tare.  The record ofweights of sugarbeets hauled under this Agreement will be kept by ACSC andstatements of weights shall be furnished by ACSC to Contractor.

 

**15.****            Other Responsibilitiesof Contractor:**

 

(a)                             CleanUp.  Upon the completion ofContractor’s operations at any Receiving Station, Contractor shall level thepiling site by backdragging with its loader and shall clean up the site andscale house, hauling away all trash and garbage.

 

(b)                            SnowRemoval.  At the request of ACSC,Contractor shall haul snow and beet debris to separate staging areas asdesignated by ACSC.  Such services willbe provided to ACSC by Contractor at a rate of $40.00 per hour for a truck anddriver, and $48.00 per hour for a loader and operator, in each case to bebilled to ACSC as provided in Section 11.

 

(c)                             SugarbeetDisposal.  At the request of ACSC,Contractor shall remove and dispose of any sugarbeets that it does not deliverto a Factory for processing to areas designated by ACSC.  Such removal and disposal shall beaccomplished in accordance with the applicable state and federal laws andenvironmental regulations.  Contractor’sobligations are limited to the loading and hauling (in Contractor’s Equipment)of such sugarbeets to sites designated by ACSC.  Contractor will unload such sugarbeets at a single site for eachload and will not be responsible for spreading sugarbeets at disposal sites.  Such removal and disposal services will beprovided to ACSC by Contractor at a rate of $40.00 per hour for a truck anddriver, and $48.00 per hour for a loader and operator, in each case to bebilled to ACSC as provided in Section 11. This paragraph does not apply with respect to sugarbeets left at a locationat the request of ACSC due to spoilage, excess snow, or other factors.

 

(d)                            PortableToilets.  Contractor shall furnish aportable toilet at all Outside Receiving Stations while sugarbeets are beinghauled from that Station.

 

**16.****            Compliance WithLaws:**  Contractor shall obtainany necessary permits, licenses or certifications and shall comply with allapplicable laws, ordinances, rules and regulations, and specifically, withoutlimiting the generality of the foregoing, with applicable Worker’s Compensationlaws and Unemployment Compensation laws, the Federal Insurance ContributionsAct and Federal Unemployment Tax Act, federal and state withholding tax andfederal and state labor laws and other laws affecting employers and employeeswith respect to all employees of Contractor and subcontractors and suchsubcontractors’ employees and shall furnish evidence of such compliance to ACSCupon request.  Contractor shall postappropriate highway warning

 

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signs at piling sites when operating and shall keep local, state,county and township officials advised should its activities create hazardousroad conditions.  Contractor shallcomply with all Federal and State environmental laws and requirements forproper disposal of all waste material including but not limited to tires, wasteoil (including grease rags, oil filters), tires and batteries.

 

**17.****            Wage Requirement:**

 

(a)                             Itis understood and agreed that ACSC is subject to a collective bargainingagreement with the Bakery, Confectionery, Tobacco Workers and Grain MillersAFL-CIO (the “Collective Bargaining Agreement”) which provides that ACSC willobligate third parties to pay certain minimum wages to employees movingsugarbeets within the Factory yard. Contractor shall compensate its affected employees in accord with thisrequirement, including wage adjustments as provided in the CollectiveBargaining Agreement.  The applicableminimum as of the date of this Agreement is XXXXXX per hour.  The rate for Factory yard loading andhauling expressed on Exhibit A will be adjusted based on wage increasesapplied only to Contractor’s employees specifically affected by the CollectiveBargaining Agreement, but only on a straight time basis.  Contractor will provide ACSC with the informationrelative to the employees affected sufficient to enable ACSC to verify the rateadjustment.  **[Portions of this section have beenomitted pursuant to a request for confidentiality under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended. A copy of this Agreement with this section intact has been filedseparately with the Securities and Exchange Commission.]**

 

(b)                            Therates set forth on Exhibits A and D shall be subject to annualadjustment to reflect wage increases for each of the Campaign Periods duringthe Term.  For purposes of thisadjustment, wages shall be deemed to be XXXX% of the Contractor’s total rateprovided in Exhibits A and D. Accordingly XXXXX% of each rate bid shall be adjusted annually by thepercentage of ACSC’s average annual wage rate adjustment effective as of August1 of the preceding year under the Collective Bargaining Agreement.  (For example, if a rate is bid at $XXXXXXperton and ACSC’s applicable average wage rate adjustment effective August 1,2003, is a XXX% increase, the rate for 2004 crop year operations will beXXXXXX.) **[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

**18.****            IndependentContractor Status:**  It isexpressly understood and agreed that Contractor, in making and entering intothis Agreement and in carrying out the same, is acting and operating as anindependent contractor and is not in any sense an employee, servant, agent,partner or joint venturer of ACSC and is responsible for directing, hiring,paying and discharging its employees.

 

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**19.****            Insurance andIndemnification:**

 

(a)                             Contractmust provide and maintain the following insurance coverage:

 

(1)                                  WorkersCompensation Insurance as required by statute and Employers Liability Insurancefor claims arising for bodily injury not covered by statute, in the minimumlimit required by applicable state law or $500,000 per employee (whichever isless).

 

(2)                                  ComprehensiveGeneral Liability Insurance with limits of not less than $1,000,000 combinedsingle limit and $2,000,000 general aggregate for personal injury (includingdeath) and property damage.  Insuranceshall not contain any endorsement or provisions which limit or restrictcoverage for contractual liability.

 

(3)                                  AutomobileLiability insurance with limits of not less than $1,000,000 combined singlelimit or $1,000,000 bodily injury and $1,000,000 property damage, all peraccident and irrespective of whether vehicles are owned, hired or non-owned.

 

(4)                                  Umbrella/ExcessLiability with limits of not less than $10,000,000 per occurrence and annualaggregate limit, but excluding Workers Compensation Insurance as provided forabove.

 

(5)                                  Allrisk property coverage with respect to the Contractor’s Unloading Equipment inan amount deemed reasonable by Contractor.

 

Contractor’s deductibles shall not exceed $250,000 peroccurrence on any of the policies of insurance.  Contractor shall provide ACSC with insurance certificatesproviding evidence of proper coverage before the start of work.  Contractor must provide waivers ofsubrogation from each insurer.

 

(b)                            Contractorwill indemnify, defend and hold harmless ACSC and its subsidiaries, officers,employees, agents, successors, assigns, from and against any loss, propertyloss, liability, claim, demand, suit, action, fine, penalty, cost and expenseof any nature whatsoever including but not limited to reasonable attorneys’fees, expenses and court costs, incurred by ACSC or its subsidiaries, officers,employees, agents, successors, assigns as a result of the negligent orintentional acts of Contractor in connection with its performance under thisAgreement.

 

(c)                             ACSCwill indemnify, defend and hold harmless Contractor and its subsidiaries,officers, employees, agents, successors, assigns, from and against any loss,property loss, liability, claim, demand, suit, action, fine, penalty, cost andexpense of any nature whatsoever including but not limited to reasonableattorneys’ fees, expenses and court costs, incurred by Contractor or itssubsidiaries, officers, employees, agents, successors, assigns as a result ofthe negligent or intentional acts of ACSC in connection with its performanceunder this Agreement.

 

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**20.****            No Guarantee byACSC:**  ACSC will exercisediligence to see that there is an ample supply of sugarbeets to permitefficient operation hereunder.  However,it is expressly understood and agreed that ACSC shall not be liable for areduction in volume of its operations or those of Contractor caused by strikes,lock outs, shortage of materials, a reduction in the supply of sugarbeetsresulting from decisions by growers to deliver from farm fields to Factorysites or from adverse weather conditions, or due to the physical condition ofsugarbeets making it impossible to store them, or caused by a reduction in theFactory slice or caused by any other matter, any of which may prevent, in wholeor in part, any operations hereunder or maximum or optimum operations.

 

**21.****            Sale of Sugarbeetsto Third Parties:**  ACSC may atany time sell its sugarbeets to third parties. In the event of such a sale Contractor shall be compensated for its lossof revenue resulting from the sale of sugarbeets.  Compensation shall be determined by multiplying the number oftons of sugarbeets that would have been hauled but for the sale, byContractor’s rate which would have applied for transporting those sugarbeets tothe nearest of ACSC’s Factories.  Theproduct of that calculation shall be multiplied by .30 to determine the amountof the payment to be made by ACSC to the Contractor.  In the event ACSC discards sugarbeets, Contractor shall not beentitled to compensation for loss of revenue from discarded sugarbeets.

 

**22.****            Liquidated Damages:**

 

(a)                             PrematureUse of Deep Freeze Sugarbeets.  ACSCand Contractor intend that sugarbeets stored in ventilated outside piles and inbuildings (“Deep Freeze Sugarbeets”) not be processed until non-deep freezesugarbeets have been processed.  In theevent deep freeze sugarbeets are processed because Contractor fails to deliversufficient quantities of non-deep freeze sugarbeets liquidated damages mayapply.  The amount of the liquidateddamages is $3.00 per ton of Deep Freeze Sugarbeets, applied to all tons of DeepFreeze Sugarbeets transported prior to completion of transporting non- Deep FreezeSugarbeets.  In the event of severeweather conditions, ACSC may, in its discretion, excuse the obligation to paydamages under this paragraph.  DeepFreeze Sugarbeets transported by Contractor at the request of ACSC for reasonsunrelated to Contractor’s failure to deliver sufficient quantities of non-DeepFreeze Sugarbeets are not subject to the liquidated damage provisions of thisparagraph.

 

(b)                            Supplyof Sugarbeets.  Should Contractorfail to furnish a steady supply of sugarbeets at all times to permit optimumfull-scale Factory operations as required hereunder, Contractor will pay toACSC, as liquidated damages and not a penalty, the sum of Five Thousand Dollars($5,000.00) per hour of Factory down time, pro-rated on 15 minute increments,for each Factory so affected.  Theparties agree that in the event Contractor fails to supply a steady supply ofsugarbeets, actual damages to ACSC would be difficult or impossible to measure,and further that such hourly sum represents a reasonable estimate of ACSC’slikely actual damages in such event.  Inthe event of severe weather conditions, ACSC may, in its discretion, excuse thefirst fifteen minutes of down time.

 

**23.****            Change of ReceivingStations or Closing of Factories:** ACSC reserves the right, in its sole discretion, to close and abandonoperations or reduce operations at any Factory and/or Outside Receiving Stationand to move and/or establish new, Outside Receiving Stations.  ACSC shall not be liable to Contractor for areduction in Contractor’s revenue by the exercise of any of the rights soreserved to ACSC.  In the event theCompany closes an Outside Receiving Station, Contractor shall not be entitledto compensation or damages for the closing of the Stations.  In the event the Company opens a new OutsideReceiving Station, Contractor and

 

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Company, will negotiate the freight rate or rates from that Station tothe appropriate Factory or Factories and Exhibit A will be revisedaccordingly.

 

**24.****            Termination: **This Agreement shall terminate at theend of the Term or may be terminated earlier by written notice as follows:

 

(a)                             Bythe nonbreaching party if the other party fails to perform any obligationimposed on it by this Agreement and fails to cure such breach within ten (10)days following receipt of written notice of the existence of such a breach; or

 

(b)                            Immediatelyby either party in the event the other party is declared insolvent or bankruptor makes an assignment or other arrangement for benefit of creditors.

 

Upon the completion ofany notice and cure period required under this Section, this Agreement shall beterminated (except for any on-going obligation arising hereunder) and such dateshall be deemed the “Termination Date.”

 

**25.****            Factory Shops: **ACSC shall provide Contractor with useof shops at each Factory for purposes of Equipment service and relatedactivities at a cost of $50,000 per year to be paid by Contractor.  The shops shall be provided pursuant to theterms of a lease agreement to be mutually agreed upon by the parties.

 

**26.****            MiscellaneousProvisions:**

 

(a)                             Allnotices, requests and demands given to or made upon the parties hereto shall bein writing and be delivered or mailed by United States Certified Mail PostagePrepaid, return receipt requested, to the following addresses:

 

| If to ACSC:       |   | American Crystal Sugar  Company         |
|-------------------|--------|-----------------------------------------|
|              |   | 101 North Third Street                  |
|              |   | Moorhead, Minnesota  56560              |
|              |   | Attention: Ag  Operations Manager       |
|              |   |                                    |
| With a Copy to:   |   | Oppenheimer, Wolff  & Donnelly, LLP |
|              |   | Plaza VII                               |
|              |   | 45 South Seventh  Street, Suite 3300    |
|              |   | Minneapolis, Minnesota  55402           |
|              |   | Attention:  Daniel C. Mott         |
|              |   |                                    |
| If to Contractor: |   | Transystems LLC                         |
|              |   | 511 Central Avenue  West, Suite 2       |
|              |   | Great Falls, Montana  59404-2848        |
|              |   | Attention: President                    |

 

Either party may, by notice hereunder to the otherparty, designate a change of address.

 

(b)                            ThisAgreement shall be binding upon and insure to the benefit of the parties heretoand their respective successors and assigns, provided that this Agreement shallnot be assigned by Contractor without the prior written consent of ACSC.

 

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(c)                             ThisAgreement shall have been deemed to be made under the laws of the State ofMinnesota and for all purposes shall be construed in accordance with andgoverned by the laws of the State of Minnesota.  Any litigation arising under this Agreement shall be venued inthe Courts of the State of Minnesota.

 

(d)                            Nofailure 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 anysingle or partial exercise of any right or remedy hereunder preclude any otheror further exercise thereof or the exercise of any other right or remedygranted hereby or by any related document or by law.

 

(e)                             ThisAgreement constitutes the sole agreement between the parties with respect tothe subject hereof, and there are no agreements or understandings with respectto such matters other than as set forth herein and therein.

 

(f)                               Eachparty warrants that it has full power and authority to enter into thisAgreement and the entering into this Agreement will not constitute a defaultwith respect to any other agreement by which it is bound or to which it issubject.

 

(g)                            Timeis of the essence with regard to the performance of this Agreement.

 

(h)                            ThisAgreement may not be assigned by either party (either directly or by operationof law through merger, consolidation, etc.) without the prior written consentof the other party.  This Agreementshall be binding on the successor and permitted assigns of the parties.

 

(i)                                ACSCand Contractor agree to enter into an agreement on substantially the same termas this Agreement with respect to the transport of sugarbeets at the Sidney,Montana sugarbeet factory that is owned by Sidney Sugars Incorporated, asubsidiary of ACSC.

 

(j)                                Eachparty shall designate an individual representative to act of behalf of suchparty during the Term of this Agreement (the “Designated Representative”).  The Designated Representative shall have theauthority to represent the party in all matters related to the administrationof this Agreement.  The initialDesignated Representatives shall be as follows:

 

Contractor:                          Dan Rice

ACSC:                                                  NeilJuhnke

 

Either party may change their DesignatedRepresentative by providing written notice of the change to the other party.

 

11

----

 

 

**IN WITNESS WHEREOF,** the parties haveexecuted this Agreement in their corporate names by proper corporate officersand affix their corporate seals as to the day and year above stated.

 
|   | **AMERICAN CRYSTAL SUGAR COMPANY** |
|--------|------------------------------------|
|   |                               |
|   |                               |   |
|   | By:                                | /s/ David Berg |   |
|   | Its:                               | Vice President  Agriculture |   |
|   |                               |   |   |
|   |                               |   |
|   | **TRANSYSTEMS LLC**                |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Scott Lind |   |
|   | Its:                               | President |   |

 

12

----

 

| FALL RATES | EXHIBIT A |
|------------|-----------|

 

RFQ FORM

FREIGHT FROMRECEIVING STATION TO FACTORY

 

American CrystalSugar Company

As a Rate Per Tonfor Delivery To (fill in white area only):

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

13

----

 

RFQ FORM

FREIGHT FROMRECEIVING STATION TO FACTORY

 

American CrystalSugar Company

 

Rate per ton mile forhauls other than those specified will be negotiated.

 
| Load and haul factory  yard per ton.                                                                        |   | XXXXXX |
|-------------------------------------------------------------------------------------------------------------|--------|--------|
| Load outside stations  per ton                                                                              |   | XXXXXX |
| If an excess of twelve  (12) loaders used simultaneously at request of ACS, the additional rate per  ton is |   | XXXXXX |
| Loader moves                                                                                                |   | XXXXXX |
| Hourly loader rate                                                                                          |   | XXXXXX |
| Percent of Fuel to  Total Cost                                                                              |   | XXXXXX |
| Percent of Labor to  Total Cost                                                                             |   | XXXXXX |
| **Alternate  pricing for al ACSC sites:**                                                                   |   |   |
| Teardown deep freeze  and remove vent tubes                                                                 |   | XXXXXX |
| Haul and stack deep  freeze vent tubes                                                                      |   | XXXXXX |

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

14

----

 

| FALL GVW’S |   |
|-----------------|--------|

 

RFQ FORM

FREIGHT FROMRECEIVING STATION TO FACTORY

 

American CrystalSugar Company

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

Note:  The first figure in the cells indicates thenumber of axles and the second series of numbers is the maximum GVW for thatnumber of axles.  This information isfor the exclusive use of ACS and Transystems.

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

15

----

 

| WINTER RATES | EXHIBIT A |
|--------------|-----------|

 

RFQ FORM

FREIGHT FROMRECEIVING STATION TO FACTORY

 

American CrystalSugar Company

As a Rate Per Tonfor Delivery To (fill in white area only):

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

16

----

 

| WINTER GVW’S |   |
|-------------------|--------|

 

RFQ FORM

FREIGHT FROMRECEIVING STATION TO FACTORY

 

American CrystalSugar Company

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

Note:  The first figure in the cells indicates thenumber of axles and the second series of numbers is the maximum GVW for thatnumber of axles.  This information isfor the exclusive use of ACS and Transystems.

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

17

----

 

| FALL RATES | SUPPLEMENT #1 |
|------------|---------------|

 

RATES FOR FIVEAXLE – DRAYTON & HILLSBORO

 

American CrystalSugar Company

As a SupplementalRate Per Ton for Delivery To:

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

18

----

 

| FALL GVW’S |   |
|-----------------|--------|

 

RATES FOR FIVEAXLE – DRAYTON & HILLSBORO

 

American CrystalSugar CompanyAs a Supplemental Rate Per Ton for Delivery To:

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

Note:  The first figure in the cells indicates thenumber of axles and the second series of numbers is the maximum GVW for thatnumber of axles.  This information isfor the exclusive use of ACS and Transystems.

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

19

----

 

| WINTER RATES | SUPPLEMENT #1 |
|--------------|---------------|

 

RATES FOR FIVEAXLE – DRAYTON & HILLSBORO

 

American CrystalSugar Company

As a SupplementalRate Per Ton for Delivery To:

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

**[Portionsof this section have been omitted pursuant to a request for confidentiality underRule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

20

----

 

| WINTER GVW’S |   |
|-------------------|--------|

 

RATES FOR FIVEAXLE – DRAYTON & HILLSBORO

 

American CrystalSugar CompanyAs a Supplemental Rate Per Ton for Delivery To:

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

Note:  The first figure in the cells indicates thenumber of axles and the second series of numbers is the maximum GVW for thatnumber of axles.  This information isfor the exclusive use of ACS and Transystems.

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

21

----

 

**EXHIBIT B**

 

**DEEP FREEZE STORAGE CAPACITIES - NET TONS**

 
| **Factory and Out-station** |   | **Sheds**   |       | **Open Storage** |       | **Total**     |       |
|-----------------------------|--------|-------------|------------|------------------|------------|---------------|------------|
| Moorhead Yard               |   | 100,000     |       | 160,000          |       | 260,000       |       |
| Felton                      |   |        |       | 220,000          |       | 220,000       |       |
| Amenia                      |   |        |       | 75,000           |       | 75,000        |       |
| Hillsboro Yard              |   | 125,000     |       | 130,000          |       | 255,000       |       |
| Reynolds                    |   |        |       | 330,000          |       | 330,000       |       |
| Crookston Yard              |   | 100,000     |       | 285,000          |       | 385,000       |       |
| Warren                      |   |        |       | 100,000          |       | 100,000       |       |
| EGF Yard                    |   | 175,000     |       | 261,000          |       | 436,000       |       |
| Ardoch                      |   |        |       | 167,000          |       | 167,000       |       |
| Alvarado                    |   |        |       | 142,000          |       | 142,000       |       |
| Drayton Yard                |   | 175,000     |       | 140,000          |       | 315,000       |       |
| McArthur                    |   |        |       | 91,000           |       | 91,000        |       |
| Grafton                     |   |        |       | 91,000           |       | 91,000        |       |
| **RRV Total**               |   | **675,000** | ** ** | **2,192,000**    | ** ** | **2,867,000** | ** ** |

 

22

----

 

**EXHIBIT C**

 

**EQUIPMENT PROPOSED**

 
| **Transportation Equipment**                                |
|-------------------------------------------------------------|
|                                                        |   |   |   |   |   |   |
| **A.**                                                      |   | **Tractors** |   | **96** |   | 2004 Freightliner  “Columbia” model.  Equipped with  Mercedes Benz 12 liter 350 hp engines. |
|                                                        |   |   |   |   |   |   |
| **B**                                                       |   | **Trailers** |   | **96** |   | Semi trailers.  Combination of current and new East all-aluminum-flat decks.  The cages are Transystems’ proprietary  design. |
|                                                        |   |   |   |   |   |   |
| **C.**                                                      |   | **Full (pup) Trailers** |   | **30** |   | New East  all-aluminum-flat decks.  The cages  are Transystems’ proprietary design. |
|                                                        |   |   |   |   |   |   |
| **Loading, Tear Down and Supplemental Unloading Equipment** |
|                                                        |   |   |   |   |   |   |
| **A.**                                                      |   | **Wheel Loaders** |   | **17** |   | Combination of current  and new Komatsu WA-450 and WA-500 wheel loaders with beet buckets.  (17 units total) |
|                                                        |   |   |   |   |   |   |
| **B.**                                                      |   | **Backhoes** |   |   |   | Combination of Komatsu  PC300LC (primary tool) and PC220LC as standby tools.  Each factory shall have a primary tool and  a standby tool. |
|                                                        |   |   |   |   |   |   |
| **C.**                                                      |   | **Contractor’s Unloading Equipment** |   |   |   | Three 85’ Transystems  proprietary design tippers.  Three 260  cubic yard and two 400 cubic yard surge hoppers.  These will provide supplemental unloading capacity and will  feed existing ACSC wet hoppers.  ACSC  would provide access to its two existing portable skips. |
|                                                        |   |   |   |   |   |   |
|                                                        |   |   |   |   |   | Transystems’ proposal  includes additional unloading equipment at each factory. |
|                                                        |   |   |   |   |   |   |
|                                                        |   |   |   |   |   | The Hillsboro, Drayton,  and East Grand Forks factories each would receive an additional portable  tipper and unloading conveyors.  The  Hillsboro and Drayton tippers would be designed to accommodate semi-pup side  dump units. |
|                                                        |   |   |   |   |   |   |
|                                                        |   |   |   |   |   | The existing ACSC  portable skips would be used at Crookston and Moorhead. |
|                                                        |   |   |   |   |   |   |
|                                                        |   |   |   |   |   | All locations would  receive additional hoppers that would allow the temporary storage of 250 to  500 tons of beets. |
|                                                        |   |   |   |   |   |   |
| **Loader Fuel Trailers**                                    |
|                                                        |   |   |   |   |   |   |
| **A.**                                                      |   | **Loader Fuel Trailers** |   | **15** |   | (250 gallons US) with  portable toilets |

 

23

----

 

| FALL RATES | EXHIBIT D |
|------------|-----------|

 

FIVE & SEVEN AXLEDRAYTON RATES

 

American CrystalSugar Company

As a Rate Per Tonfor Delivery To (fill in white area only):

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

Note:  The first figure in the cells indicates thenumber of axles and the second series of numbers is the maximum GVW for thatnumber of axles.  This information isfor the exclusive use of ACS and Transystems

 

**[Portions of this section have been omitted pursuant to arequest for confidentiality under Rule 24b-2 of the Securities Exchange Act of1934, as amended.  A copy of thisAgreement with this section intact has been filed separately with theSecurities and Exchange Commission.]**

 

24

----

 

| WINTER****RATES |   |
|-----------------|--------|

 

FIVE & SEVENAXLE DRAYTON RATES

 

American CrystalSugar CompanyAs a Rate Per Ton for Delivery To (fill in white area only):

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

**[Portions of this section have been omitted pursuant to arequest for confidentiality under Rule 24b-2 of the Securities Exchange Act of1934, as amended.  A copy of thisAgreement with this section intact has been filed separately with theSecurities and Exchange Commission.]**

 

25

----

 

| WINTER GVW’S |   |
|-------------------|--------|

 

FIVE & SEVENAXLE DRAYTON RATES

 

American CrystalSugar Company

As a Rate Per Tonfor Delivery To (fill in white area only):

 
| **Station** |   | **Moorhead** |   | **Hillsboro** |   | **Crookston** |   | **E.G.F.** |   | **Drayton** |   |
|-------------|--------|--------------|--------|---------------|--------|---------------|--------|------------|--------|-------------|--------|
|        |   |         |   |          |   |          |   |       |   |        |   |
|        |   |         |   |          |   |          |   |       |   |        |   |

 

Note:  The first figure in the cells indicates thenumber of axles and the second series of numbers is the maximum GVW for thatnumber of axles.  This information isfor the exclusive use of ACS and Transystems

 

**[Portions of this section have been omitted pursuant to arequest for confidentiality under Rule 24b-2 of the Securities Exchange Act of1934, as amended.  A copy of thisAgreement with this section intact has been filed separately with the Securitiesand Exchange Commission.]**

 

26

----