Exhibit 10(l)

Master Coal Purchase and Sale Agreement

between

Minn-Dak Farmers Cooperative

and

Rio Tinto Energy America Inc.

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Master Coal Purchase and Sale Agreement Index

|            |  |                                                                        
|----------- |  | -----------------------------------------------------------------------
|Article 1.  |  | General Terms and Definitions                                          
|           
|Article 2.  |  | Term                                                                   
|           
|Article 3.  |  | Quantity                                                               
|           
|Article 4.  |  | Delivery and Transportation                                            
|           
|Article 5.  |  | Title and Risk of Loss; Equipment Damage                               
|           
|Article 6.  |  | Coal Quality Specifications                                            
|           
|Article 7.  |  | Sampling and Analysis                                                  
|           
|Article 8.  |  | Weighing                                                               
|           
|Article 9.  |  | Price and Price Adjustments                                            
|           
|Article 10. |  | Invoices, Payments, Netting, Set off, and
  Credit Ratings             
|           
|Article 11. |  | Force Majeure                                                          
|           
|Article 12. |  | Records, Audits, Access                                                
|           
|Article 13. |  | Default, Remedies, and Termination                                     
|           
|Article 14. |  | Notices                                                                
|           
|Article 15. |  | Cooperation                                                            
|           
|Article 16. |  | Warranty, Limitation on Liability, Duty to
  Mitigate & Indemnification
|           
|Article 17. |  | Limitation on Waiver                                                   
|           
|Article 18. |  | Confidentiality                                                        
|           
|Article 19. |  | Entirety, Amendments                                                   
|           
|Article 20. |  | Successors and Assigns                                                 

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|            |  |                          
|----------- |  | -------------------------
|Article 21. |  | Governing
  Laws         
|           
|Article 22. |  | Interpretation           
|           
|Article 23. |  | Resale to
  Local College
|           
|Article 24. |  | Survival                 

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MASTER COAL PURCHASE AND SALE AGREEMENT

ThisMASTER COAL PURCHASE AND SALE AGREEMENT (Agreement) is
entered into and is effective as of the 31st day of July 2006,
between Rio Tinto Energy America Inc. (RTEA), a Delaware corporation, and
Minn-Dak Farmers Cooperative (Minn-Dak), a North Dakota cooperative.  Both RTEA and Minn-Dak may be individually
referred to herein as a Party or collectively as Parties.

RECITALS

WHEREAS, each Party is engaged in the sale and/or purchase of Powder
River Basin (PRB) Coal or other Coal.
The Parties believe it will be mutually beneficial to set the terms and
conditions under which such Coal sales and purchases may be made between them.

IN CONSIDERATION of the mutual covenants and promises set forth
hereafter, the Parties to this Agreement, intending to legally bind themselves,
agree now as follows:

ARTICLE 1.
GENERAL TERMS AND DEFINITIONS

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.01 | The terms of this Agreement shall govern all purchases and sales
  of Coal between the Parties (hereinafter Transactions) or options thereon
  during the term of this Agreement unless the Parties expressly indicate
  otherwise.  All amendments,
  modifications, revisions and changes to this Agreement or any related Transaction
  or option must be in writing and signed by both Parties.  If the Parties enter into an option
  concerning the purchase and/or sale of Coal, the terms and conditions of this
  Agreement and the Confirmation Letter shall govern the Transaction once the
  option has been exercised.

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.02 | For individual Transactions, the Parties shall enter into a written
  Confirmation Letter (hereinafter Confirmation) that sets forth and defines
  the following:  the Buyer, the Seller,
  the price, price adjustments, quantity, term, quality specifications,
  mine(s), and any other Transaction-specific provisions mutually agreed upon
  by the Parties.  All Confirmations
  shall be in writing, signed by both Parties.
  The Parties intend the provisions of each individual Confirmation and
  the provisions of this Agreement be construed as one single integrated
  agreement and that without a written Confirmation the Parties would not
  otherwise enter into a Transaction.
  Any inconsistency or conflict between provisions of the individual
  Confirmation and provisions of this Agreement shall be resolved in favor of
  any provisions of the Confirmation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.03 | Each of the following terms when used in this Agreement will have the
  meaning given to it in this section:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |  |    |                                                                                                                                                                                                                                                                 
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) | Actual Btu means the monthly
  ton-weighted average as-received calorific value (stated in Btu/lb.).                                                                                                                                                          
| |  |    |                                                                                                                                                                                                                                                                 
| |  | b) | Buyer means the Party to a
  Transaction who is obligated to purchase and receive Coal, or causes Coal to
  be received.                                                                                                                                      
| |  |    |                                                                                                                                                                                                                                                                 
| |  | c) | Claim means all claims or actions
  threatened or filed that directly or indirectly relate to the subject matter
  of this Agreement, including but not limited to indemnity, the resulting
  losses, damages, expenses, reasonable attorneys fees and costs.
| |  |    |                                                                                                                                                                                                                                                                 
| |  | d) | Coal means any and all Coal to
  be sold by Seller and purchased by Buyer pursuant to the terms and conditions
  of this Agreement.                                                                                                                           
| |  |    |                                                                                                                                                                                                                                                                 
| |  | e) | Electronic means faxes, telegraphs,
  emails, and all other forms of electronic data transfer.                                                                                                                                                                
| |  |    |                                                                                                                                                                                                                                                                 
| |  | f) | Standard Btu means the standard
  calorific value as set forth in a Confirmation (stated in Btu/lb.) and is the
  basis for a price adjustment as described in Section 9.03.                                                                                  
| |  |    |                                                                                                                                                                                                                                                                 
| |  | g) | Seller means the Party to a
  Transaction who is obligated to sell and deliver Coal or causes Coal to be
  delivered.                                                                                                                                         

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| |  |    |                                                                                                                                                                                                                                 
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | h) | Ton means 2,000 pounds avoirdupois.                                                                                                                                                                                           
| |  |    |                                                                                                                                                                                                                                 
| |  | i) | Loading Provisionsmeans the terms and conditions of Buyers
  contracts or excerpts thereof that Seller has reviewed and approved. The
  Loading Provisions are further described in Section 4.04 and attached as
  Exhibit A.

ARTICLE 2.
TERM

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.01 | This Agreement
shall begin on the date first set forth above and shall continue in effect
until terminated by either Party upon sixty (60) days written notice to the
other Party, which right of termination shall be each Partys absolute right
to exercise. Termination of this
Agreement under this Article shall not affect either Partys rights and
obligations with respect to any Transactions that have been agreed to in
writing in a Confirmation prior to termination.

ARTICLE 3. QUANTITY

|     |                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.01 | Buyershall be obligated to purchase and pay for, and Seller
  shall be obligated to sell and tender for delivery, the amount of Coal agreed
  to in a Confirmation, except as may be limited by Article 11 of this
  Agreement.
|     |                                                                                                                                                                                                                                
|3.02 | Unless otherwise limited in the Confirmation, Buyer has the right
  to ship or use the Coal delivered under this Agreement at any of Buyers
  locations or for any such purpose Buyer designates.                             

ARTICLE 4.
DELIVERY AND TRANSPORTATION

|     |                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.01 | For each Transaction, Seller agrees to tender to Buyer and Buyer
  agrees to accept from Seller the quantity of Coal as provided in the relevant
  Confirmation.  Seller shall tender the
  Coal to Buyer in accordance with reasonable monthly delivery schedules to be
  submitted by

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Buyer in accordance with the Agreement and the Confirmation.  Schedules shall be based on a ratable
  monthly basis unless otherwise agreed to by both Parties.  In addition, Buyer shall provide Seller
  with monthly schedules at least sixty (60) days prior to the beginning of
  each applicable month.  If the Seller
  objects to a schedule submitted by Buyer, Seller shall notify Buyer of its
  objections within fifteen (15) days of Sellers receipt of such schedule and
  the Parties shall work together in good faith to agree on a reasonable and
  mutually acceptable schedule.  The
  mine(s) used to source the Coal supplied under this Agreement shall be any
  mine set forth in the Confirmation.                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.02 | Buyer shall
  supply the appropriate unit train railcars.
  Said railcars shall be of a size compatible with the loading
  requirements set forth in this Agreement.
  Unit train sizes will normally vary from 105 to 135 railcars per
  train; however, depending on railcar availability, shorter or longer trains
  may occasionally be operated by mutual agreement.                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.03 | Unless excused by Article 11 of this Agreement, if Buyer fails over a
  quarterly basis to schedule the appropriate unit trains for delivery of an
  amount of Coal scheduled under a Transaction, Seller shall have the right at
  Sellers sole option to reduce the annual quantities of that Transaction by
  the deficit from the scheduled amount.
  This right shall be in addition to any other rights available to
  Seller hereunder.                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.04 | Seller shall
  cause Coal to be loaded and delivered at the loading facilities into railcars
  supplied by Buyer.  Seller agrees to
  comply with the weighing and railcar Loading Provisions. Said Loading
  Provisions are subject to Sellers ability to load the required net tonnages
  in Buyers railcar without significant risk of spillage or exceeding railcar
  limits and
  shall be in general compliance
  with industry standards for the applicable coal region.  Seller
  shall have at least 48 hours notice of any changes to the Loading
  Provisions.  If the changes to the
  Loading Provisions are inconsistent with Sellers commitments as otherwise
  set forth in this Agreement and Sellers then current operating practice,
  Seller shall not be liable for

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | noncompliance with such changes unless expressly accepted by Seller. Should
  the obligations as set forth in this Article 4 not be met, and as a result,
  Buyer incurs costs under its transportation agreement with the rail carrier
  as a direct result of Sellers not meeting its obligation hereunder and such
  failure is not the fault of either Buyer or the railroad, then Seller shall
  reimburse Buyer for any such costs as set forth in Exhibit A.                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.05 | The scheduled Coal shall be F.O.B. loaded in Buyer-provided railcars
  at the delivery point located at each individual mine (Delivery
  Point).  Buyers railcars and unit
  train shall be compatible with Sellers trackage, storage and loading
  facilities, and shall be ready to load upon arrival at the individual
  mine.  Seller shall load each railcar
  at Sellers expense and shall complete the loading of all railcars in each
  unit train within four hours after the first empty railcar is actually placed
  by the railroad under the Sellers loading chute.  Unless excused by Article 11 or due to actions of Buyer or
  Buyers rail carrier, Seller shall be responsible for demurrage or other
  charges invoiced to Buyer by Buyers rail carrier resulting directly from
  Sellers failure to load Buyers trains as provided above.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.06 | Seller is
  required to load each railcar to the gross weight(s) designated in the
  Confirmation; however, under no circumstances will the gross weight exceed
  the maximum limit established by the rail carrier(s) for the railcar type and
  for the designated train routes.
  Should Seller load any railcar on Buyers behalf outside of these
  specified limits, the Seller assumes any and all reasonable costs which may
  be charged by the rail carrier(s) and paid by Buyer as a direct result of
  such underloading or overloading of these railcars.                                                                                                                                                                                                                                                                                               

ARTICLE 5.
TITLE AND RISK OF LOSS; EQUIPMENT DAMAGE

|     |                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------
|5.01 | Title to the Coal and all risk of loss shall pass to Buyer upon
  completion of loading all railcars in each unit train at the Delivery Point.

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.02 | Seller shall
  be responsible for, and shall indemnify Buyer for, any and all direct
  reasonable costs resulting from damage to: (i) Buyers equipment if such
  equipment is damaged while on Sellers property except to the extent such
  damage is caused by the negligence or recklessness of Buyer or its contracted
  rail carrier; and (ii) Buyers equipment, including mobile railcars and
  stationary equipment at Buyers electric generating station, if said
  equipment is damaged as a result of non-Coal material having been
  interspersed with the tendered Coal prior to leaving Sellers mine property.

ARTICLE 6.
COAL QUALITY SPECIFICATIONS

If the Parties set forth coal quality specifications in a Confirmation,
the following Sections 6.01  6.03 shall apply with respect to those
specifications.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.01 | At the Delivery Point, all tendered Coal shall be raw, substantially
  free of magnetic material and other foreign material impurities, and crushed
  to a maximum size as set forth in the Confirmation as determined in
  accordance with applicable American Society of Testing and Materials (ASTM)
  standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.02 | If there are three (3) Non-Conforming Shipments as defined in Section
  6.04, whether rejected or not, under a Transaction in any three (3) month
  period or, if two (2) out of four (4) consecutive shipments under a
  Transaction are Non-Conforming Shipments, Buyer may upon notice confirmed in
  writing and sent to Seller, suspend future shipments except those shipments
  already loaded into railcars.  Seller
  shall, within sixty (60) days, provide Buyer with reasonable assurances that
  subsequent deliveries of Coal shall meet or exceed the specifications set
  forth in the Confirmation.  If Seller
  fails to provide such assurances within that sixty (60) day period, Buyer
  shall have the right to terminate the Transaction without further obligation
  hereunder on the part of either party.
  Termination shall be the sole remedy of Buyer under this Section.
  Buyers waiver of this right for any one train shall not constitute a

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|                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                        | waiver for subsequent trains.
  If Seller provides such assurances to Buyers reasonable satisfaction,
  deliveries hereunder shall resume and any tonnage deficiencies resulting from
  suspension may be made up at Buyers sole option subject to a mutually
  agreeable schedule.  Buyer shall not
  unreasonably withhold its acceptance of Sellers assurances, or delay the
  resumption of shipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.03                                                                                    | The Parties recognize during the performance of a Transaction,
  legislative, regulatory bodies or the courts may adopt environmental laws,
  rules, and regulations that will make it impossible or commercially
  impracticable for Buyer to utilize or to remarket Coal purchased under this
  Agreement.  If, as a result of the
  adoption of such laws, rules, and regulations or changes in the
  interpretation or enforcement thereof, Buyer, in good faith, decides it will
  be impossible or commercially impracticable for Buyer to utilize or to
  remarket such Coal, Buyer shall promptly notify Seller in writing. After
  receiving such notification, Buyer and Seller shall promptly consider whether
  corrective actions can be taken in the mining and preparation of the Coal, in
  the operation of Buyers generating station, or in Sellers substituting
  different source Coal.  If in the
  Parties reasonable judgment such actions will, make it impossible and
  commercially impracticable for Buyer to utilize or to remarket tendered Coal
  without violating any applicable law, regulation, policy, or order, Buyer
  shall have the right, upon sixty (60) days notice to Seller, to terminate the
  Transaction without further obligation on the part of either party.  Termination shall be the sole remedy of
  Buyer and Seller under this section.
|                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|If Rejection Limits are specified in the Confirmation, this Section
  6.04 shall apply.
|                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.04                                                                                    | If any
  Shipment of Coal triggers any of the Rejection Limits specified in the
  Confirmation for a Transaction (a Non-Conforming Shipment), Buyer shall
  have the option, within twenty-four (24) hours of Buyers receipt of the
  quality analysis of the Coal, of either (i) rejecting such Non-Conforming
  Shipment prior to unloading the Coal, or, (ii) accepting the Non-Conforming
  Shipment and in addition to any quality adjustments outlined in the
  Confirmation, reducing the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | price of Coal for such trainload
  by $0.50 per ton. If Buyer fails to timely exercise its rejection rights
  under this Section as to a Shipment, Buyer shall be deemed to have waived
  such rights to reject with respect to that Shipment only. Buyers failure to
  timely exercise such notice does not constitute a waiver of its right to any
  penalty adjustment provided for herein or in the relevant Confirmation. If
  Buyer timely rejects the Non-Conforming Shipment, Seller shall be responsible
  for promptly transporting the rejected Coal to an alternative destination
  determined by Seller and, if applicable, promptly unloading such Coal. Seller
  shall reimburse Buyer for all reasonable costs and expenses associated with
  the transportation, storage, handling and removal of the Non-Conforming
  Shipment. Buyer shall cooperate with Seller in minimizing Sellers cost of
  redirecting the rejected Coal. Seller shall replace the rejected coal within
  a reasonable period of time.

ARTICLE 7. SAMPLING AND ANALYSIS

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.01 | Seller shall cause, at its expense, the Coal in each unit train to be
  sampled and analyzed at the individual mine in accordance with applicable
  ASTM standards. Buyer shall have the right, at its own risk and expense, to
  have a representative present at any and all times to observe sampling and
  analysis procedures. All samples shall be divided into three (3) parts and
  put in suitable airtight containers. One part shall be furnished to Buyer or
  its designee for its analysis, one part shall be retained for analysis by
  Seller or its designee (which analysis shall be the basis for payment), and
  the third part shall be retained by Seller or its designee in one of the
  aforesaid containers properly sealed and labeled for a period thirty (30)
  days after the date of sample collection. Buyers samples are to be clearly
  labeled as to mine, date of sampling, date of preparation, and other
  identification as to shipment (such as train identification number) and are
  to be sent within forty-eight (48) hours of train loading to the address
  listed below unless a different address is provided by Buyer in the
  Confirmation or otherwise in writing. Seller shall cause the following data,
  subject to future adjustment, to be provided to Buyer by a mutually agreed
  upon method of electronic data transmission within

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|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                   
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------
|                    | forty-eight (48) hours of train loading: tonnage (gross, net, and
  tare average for each railcar and the unit train in total), and the average
  calorific value, % moisture, % ash, % sulfur, and % Na2O in ash (if
  set forth in the Confirmation), (the Short Proximate Analysis). Any
  additional analysis requested by Buyer that exceeds the information provided
  in the Short Proximate Analysis shall be at Buyers expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Mailing address for sample splits:
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Minn-Dak Farmers Cooperative      
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Attn: Ron Ehlert                  
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 7525 Red River Road               
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Wahpeton, MN 58075-9698           
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.02                | In the event a dispute arises between Buyer and Seller within thirty
  (30) days of Sellers analysis due to a difference between Buyer and Sellers
  short proximate analyses of a sample that exceeds the ASTM interlab
  repeatability limits, an independent testing laboratory, mutually agreeable
  to Buyer and Seller, will be retained to analyze the third part of such
  sample. The Party whose calorific value analysis is closest to the
  independent analysis shall prevail and such Partys calorific value analysis
  shall govern for the trainload in question. In such case, the cost of the
  analysis made by such independent testing laboratory will be borne by the
  Party whose calorific value analysis is furthest from the independent
  analysis and therefore, not used. In the event both Parties calorific value
  analyses differ from the independent testing laboratorys result by the same
  amount, the independent testing laboratorys result shall govern for the
  trainload in question and the Parties shall share equally the cost of the
  independent testing.
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ARTICLE 8. WEIGHING
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.01                | Certified
  commercial scales at Sellers train loading facility at each individual mine
  will determine weights. Scales shall be calibrated and tested as customary in
  industry practice with copies of calibration and testing reports provided to
  Buyer upon request. If Sellers scales are not available to determine the
  valid net weight of all of the railcars in a unit train                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       | but valid
  weights are obtained for thirty (30) or more railcars in such train, the
  arithmetic average of all of the valid net weights of the thirty or more
  railcars in such train shall be used as the net weight for each railcar in
  such train for which a valid net weight was not determined by Sellers
  scales. If Sellers scales are inoperative or fail to determine the valid net
  weight of at least thirty (30) railcars in a unit train, the weighted
  arithmetic average of the net railcar weights of the previous ten (10) unit
  trainloads of Coal shipped to Buyer shall be used as the net weight for each
  of the unweighed railcars in such train. The calculation of the weighted
  arithmetic average net weight for the previous ten (10) unit trainloads shall
  exclude all bad-order railcars, which were not loaded, and any trainload of
  Coal for which the net weights were estimated on thirty (30) or more
  railcars. The Buyer shall be notified electronically immediately after the
  above instance occurs.    
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ARTICLE 9. PRICE AND PRICE ADJUSTMENTS
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.01                                   | For all Coal delivered under this Agreement, Buyer shall pay Seller
  the base price as set forth in the Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.02                                   | Seller shall be solely responsible for all assessments, fees, costs,
  expenses, and taxes relating to the mining, production, sale, use, loading
  and tender of Coal to Buyer or in any way accruing or levied prior to
  transfer of title to the Coal to Buyer and including, without limitation,
  severance taxes, royalties, ad valorem, black lung fees, reclamation fees and
  other costs, charges and liabilities. The base price includes reimbursement
  to Seller of all environmental, land restoration and regulatory costs,
  including without limitation any reclamation costs required under applicable
  federal, state or local law as of the date of the Transaction. Buyer shall be
  responsible for any sales and/or use tax unless Buyer provides Seller an
  appropriate exemption certificate or similar document. The base price shall
  be subject to adjustments for changes in existing laws and regulations (including
  changes in levies and rates), or new laws or regulations, or changes in
  interpretations thereof enacted

-13-

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|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                               
|---------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|                                                                       | and in force during the term of sale set forth in the Confirmation
  that change Sellers costs of producing Coal for delivery pursuant to any
  Confirmation. Notwithstanding the above, no price adjustment will occur under
  this Section until the cumulative effect of all such changes equals or
  exceeds $0.05 per ton for any calendar year under a Transaction. Seller shall
  use commercially reasonable best efforts to inform Buyer of any such change
  as soon as Seller becomes aware of such change and its effect on the base
  price of Coal hereunder.                                                    
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.03                                                                   | The base price may also include an adjustment based upon the
  calorific value, sulfur content or other qualities of the Coal as the Parties
  may mutually agree upon and as set forth in the Confirmation.                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                      
|ARTICLE 10. INVOICES, PAYMENTS, NETTING,
  SET OFF, AND CREDIT RATINGS
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.01                                                                  | Based on
  Sellers weights, Seller will invoice Buyer twice a month for all Coal
  delivered. Invoices for quality adjustment, as provided in a Transaction,
  shall be issued monthly, based on Sellers analyses. Seller shall clearly
  indicate Buyers applicable purchase order number on all invoices. Each invoice shall state for
each
  trainload of Coal: the quantity of Coal delivered, the Actual Btu and SO2,
  % Na2O in ash (if set forth in the Confirmation) and the invoice
  price and any other required quality adjustment. Invoices shall be mailed or
  electronically transmitted, as applicable, to:
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                               
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Invoices to Minn-Dak:                                                                                                                         
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Minn-Dak Farmers Cooperative
  Attn: Arland Anderson
  7525 Red River Road
  Wahpeton, ND 58075-9698
  Email: aanderson@minndak.coop          
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                               
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Invoices to RTEA:                                                                                                                             
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                               
|                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Rio Tinto Energy America Inc.
  Attn: Revenue Accounting
  Caller Box 3017 (82717-3017)
  405 West Boxelder Road, Suite D
  Gillette, WY 82718

-14-

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Checks to RTEA:                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Rio Tinto Energy America Inc.
  Account Number 060-00298-13
  Wells Fargo, N.A.
  P.O. Box 26094
  Salt Lake City, UT 84126-0094                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ACH/Wires to RTEA:                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Rio Tinto Energy America Inc.
  Account # 060-00298-13
  Wells Fargo Bank
  41 East 100 South
  ACH ABA # 124000012
  Wire ABA # 121000248                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Payment Detail:                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | To ensure proper allocation of payments to appropriate invoice,
  e-mail invoice numbers and amounts to: Doreen.Heuck@Riotinto.com or
  information may be faxed to (307) 687-6010.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.02 | For all
  invoices, payment will be made within 5 business days of receipt of that
  invoice. Amounts
  shall be paid via check or electronic means (i.e., ACH or Federal Reserve
  wire transfer of funds). The wire transfer of funds shall be sent to Sellers
  bank as indicated on the invoice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.03 | In the event Buyer in good faith disputes part or all of an invoice,
  notice of the disputed portion, with reasons for dispute, must be given prior
  to the due date of the invoice and the undisputed portion shall be paid by
  the due date. If the disputed portion is determined to have been properly due
  and payable, interest on that portion in dispute and which has not been paid shall
  accrue from the date that portion was due and payable. If a disputed portion
  is paid and is later determined not to have been properly due and payable,
  interest will similarly be refunded from the date payment had been received.
  Interest shall be paid at one (1) percentage point over the then current U.S.
  prime rate as listed in the Money Rates section of The Wall Street Journal.
  All invoices will be final and not subject to further adjustments or
  correction unless objection to the accuracy thereof is made prior to the
  lapse of one (1) year after the termination of the applicable Transaction.

-15-

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.04 | If each Party or Partys affiliate is required to pay an amount to
  the other Party in the same invoice period, then such amounts with respect to
  each Party may be aggregated and the Parties may discharge their obligations
  to pay through netting; in which case, the Party owing the greater aggregate
  amount shall pay to the other Party the difference between the amounts owed.                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.05 | Each Party reserves to itself all rights, setoffs, counterclaims, and
  other remedies and defenses to the extent not expressly denied or waived
  herein which such Party has or may be entitled to arising from or out of this
  Agreement. All outstanding Transactions and the obligations to make payment
  in connection under this Agreement may be offset against each other, set off,
  or recouped therefrom.                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.06 | If a Party fails to pay amounts under this Agreement within 5
  business days after receipt of invoice, unless such amount is the subject of
  a dispute as provided above, or is excused by Article 11, in addition to the
  rights and remedies otherwise provided in this Agreement, the aggrieved Party
  shall have the right to suspend performance under any or all Transactions
  under this Agreement. If such failure to pay continues for an additional 5
  business days, the aggrieved Party shall have the right to terminate this
  Agreement and all Transactions and shall be entitled to all other rights
  under this Agreement.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.07 | Should the creditworthiness or either Partys ability to perform
  become unsatisfactory to the other Party, or if situations develop where
  either Party could reasonably conclude that a credit downgrade or protection
  under bankruptcy code is imminent, then the failing Party will provide
  satisfactory security or assurances.                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.08 | Should Buyers creditworthiness, financial responsibility, or
  performance viability become unsatisfactory to the Seller at any time in
  Sellers reasonably exercised discretion with regard to any Transaction
  pursuant to this Agreement, the Seller may request in writing that                                                                                                                                                                                                                                                                                                                                                            

-16-

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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          | the Buyer provide, reasonable assurance acceptable to Seller in the
  form of either (a) the posting of a Letter of Credit, (b) Cash, (c) a cash
  prepayment, (d) the posting of other acceptable collateral or security by the
  Buyer, (e) a guarantee agreement executed by a creditworthy entity; (f)
  compressed payment terms or (g) some other mutually agreeable method of
  satisfying the Seller (collectively, Performance Assurance). If the
  Sellers request for Performance Assurance is made on a Business Day, Buyer
  shall have two (2) Business Days to provide such Performance Assurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                         
|ARTICLE 11. FORCE MAJEURE
|                         
|11.01                     | The term Force Majeure as used herein shall mean an act or event
  that is not reasonably within the control and is without the fault of the
  party claiming Force Majeure including without limitation, acts of God; acts
  of the public enemy; insurrections; terrorism; riots; labor disputes;
  boycotts; fires; explosions; floods; breakdowns of or damage to major
  components or equipment of Buyers generating station, Sellers mine, or
  transmission systems, or railcar transportation system; embargoes; acts of
  judicial or military authorities; acts of governmental authorities; inability
  to obtain necessary permits, licenses, and governmental approvals after
  applying for same with reasonable diligence; or other causes which prevent
  the producing, processing, and/or loading of Coal by Seller, or the
  receiving, accepting, unloading and/or utilizing of Coal by Buyer. Force
  Majeure includes the failure of a Partys contractor(s) to furnish labor,
  services, Coal, materials or equipment in accordance with its contractual
  obligations (but solely to the extent such failure is itself due to Force
  Majeure).
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.02                     | If, because of Force Majeure, either Party fails to perform any of
  its obligations under this Agreement (other than the obligation of a Party to
  pay money), and if such Party shall promptly give to the other Party written
  notice of such Force Majeure, then the obligation of the Party giving such
  notice shall be suspended to the extent made necessary by such Force Majeure
  and during its continuance; provided, the Party giving such notice shall use
  good                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

-17-

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|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    | faith efforts to eliminate such Force Majeure, insofar as reasonably
  possible, with a minimum of delay. Should the situation of Force Majeure
  exceed sixty (60) consecutive days, the Party not affected by the Force
  Majeure event may, at its option, terminate the Transaction in whole or in
  part and neither Party shall have any further obligation to the other Party;
  however, each Party shall be obligated to make any payments which had become
  due and payable prior to such termination. Any deficiencies in deliveries of
  Coal caused by an event of Force Majeure shall not be made up, except by
  mutual consent. The affected Party shall provide suitable proof to the other
  Party to substantiate any claim made under this Article 11.
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.03                               | Both Parties agree significant capital expenditures and settlement of
  strikes and lockouts shall be entirely within the discretion of the Party
  having the difficulty. The above requirement that any Force Majeure shall be
  remedied with all reasonable dispatch shall not require significant capital
  expenditure or settlement of strikes and lockouts by acceding to the demands
  of the opposing Party when such course is inadvisable in the discretion of
  the Party having difficulty.                                                                                                                                                                                                                                                                  
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.04                               | The loss of Buyers markets or Buyers inability to economically use
  or resell Coal purchased hereunder, the loss of Sellers supply or Sellers
  ability to sell Coal to a market at a more advantageous price, the change in
  the market price of Coal or price of power, or regulatory or contractual
  disallowance of the pass-through of the costs of Coal or other related costs
  shall not constitute events of Force Majeure.                                                                                                                                                                                                                                                                                                                                
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ARTICLE 12. RECORDS, AUDITS, ACCESS
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.01                               | Seller shall maintain books and records relating to the supply of
  Coal under this Agreement and the applicable Transaction for a period of not
  less than two (2) years after the end of each calendar year for all Coal
  tendered during such calendar year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

-18-

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|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.02                                            | Upon reasonable notice and during normal business hours, Buyer and/or
  Buyers independent auditors shall have the right to inspect Sellers books
  and records relating to all provisions of this Agreement which include Coal
  quality, quantity shipped, and price adjustments or as may be necessary to
  satisfy inquiries from governmental or regulatory agencies, but only to the
  extent necessary to verify the accuracy of any statement, charges or
  computations made pursuant to this Agreement and/or a Transaction. Seller
  shall make a reasonable effort to facilitate Buyers inspection of such
  records in Sellers possession. Buyer and its auditors, to the extent
  permitted by law or regulation, shall treat all such information as
  confidential.
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|ARTICLE 13. DEFAULT, REMEDIES, AND
  TERMINATION
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.01                                            | The remedies set forth in this Section 13.01 shall cover the
  non-defaulting Partys remedies for the defaulting Partys failure to perform
  prior to any termination for default that may occur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | As an alternative to the damages provision below, if the Parties
  mutually agree in writing, the non-performing Party may schedule deliveries
  or receipts, as the case may be, pursuant to such terms as the Parties agree
  in order to discharge some or all of the obligation to pay damages. In the
  absence of such agreement, the damages provision of this Article shall apply.                                                                                                                                                                                                                           
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Unless excused by Force Majeure, if Seller fails to deliver the
  quantity of Coal in accordance with the applicable Confirmation and this
  Agreement, Seller shall pay to Buyer an amount for each ton of Coal of such
  deficiency equal to (i) the lowest reasonable market price on an equivalent
  per mmBtu SO2 adjusted basis at which Buyer is able, or (ii) at
  the time of Sellers breach, would be able to purchase or otherwise receive
  comparable supplies of Coal of comparable quality minus the base price agreed
  to for the specific Transaction; except that if such difference is negative,

-19-

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|      |                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | -------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                  | then neither Party shall have any obligation to make any deficiency
  payment to the other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | c)                                                                               | Unless excused by Force Majeure, if Buyer fails to accept delivery of
  the quantity of Coal in accordance with the applicable Confirmation and this
  Agreement, Buyer shall pay to Seller an amount for each ton of Coal of such
  deficiency equal to (i) the base price agreed to for the specific Transaction
  minus the highest reasonable market price on an equivalent per mmBtu SO2
  adjusted basis at which Seller is able, or (ii) would be able, to sell or
  otherwise dispose of the Coal at the time of Buyers breach; except that if
  such difference is negative, then neither Party shall have any obligation to
  make any deficiency payment to the other.
|      |                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | d)                                                                               | Buyer and Seller shall be subject to commercially reasonable good
  faith obligation to mitigate any damages hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.02 | The occurrence of any of the following shall constitute an Event of
  Default:
|      |                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | a)                                                                               | Failure by either Party to pay any amounts due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | b)                                                                               | Either Party materially breaches any contractual obligation under
  this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | c)                                                                               | Either Party (i) makes any general assignment or any general
  arrangement for the benefit of creditors, (ii) files a petition or otherwise
  commences, authorizes or acquiesces in the commencement of a proceeding or
  cause of action under any bankruptcy or similar law for the protection of
  creditors or has such a petition involuntarily filed against it and such
  petition is not withdrawn or dismissed within thirty (30) days after
  such filing, (iii) otherwise becomes bankrupt or insolvent (however
  evidenced), or (iv) is unable to pay its debts as they fall due.                                                                                   

-20-

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|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13.03               | In addition to the non-defaulting Partys remedies under this
  Article, in the Event of Default with respect to a specific Transaction, the
  non-defaulting Party shall have the same rights with respect to such specific
  Transaction as it has under this Agreement in addition to the right to
  exercise all other rights and remedies available under applicable law.                                                                                                                                                                                                                                
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|ARTICLE 14. NOTICES
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|14.01               | Except as expressly provided otherwise, any notice, election or other
  correspondence required or permitted hereunder shall become effective upon
  receipt and, except invoices and payments, shall be deemed to have been
  properly given or delivered when made in writing and delivered personally to
  the Party to whom directed, or when sent by United States certified mail with
  all necessary postage prepaid and a return receipt requested, or by a
  nationally recognized overnight delivery service with charges fully prepaid
  and addressed to the Party at the below-specified address:
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Notices to RTEA:                                                                                                                                                                      
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Rio Tinto Energy America Inc. 
  Attn: Contract Administration 
  8000 E. Maplewood Ave., Suite 250
  Greenwood Village, CO 80111
  Phone: (720) 377-2065
  Fax:     (303) 773-0235   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | With a copy to:                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Rio Tinto Energy America Inc.
  Attn: Legal Department
  505 So. Gillette Avenue
  Gillette, CO 82716                                                                                 
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Scheduling to RTEA:                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Rio Tinto Energy America Inc. 
  Attn: Customer Service Department
  8000 E. Maplewood Ave., Suite 250
  Greenwood Village, CO 80111
  Phone: (720) 377-2044
  Fax:     (303) 773-0235

-21-

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|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                    
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Notices to Minn-Dak:                                                                                                                               
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                    
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Minn-Dak Farmers cooperative
  Attn: John Nyquist
  7525 Red River Road
  Wahpeton, MN 58075-9698
  Phone: (701) 671-1310
  Fax:     (701) 671-1369
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                    
|                                                                                    | The addresses may be changed upon written notice in the manner
  provided above, and no amendment hereof shall be required for a change of
  address under this Article 14.                                                                                                                                                                                                                                                                                                                     
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                    
|ARTICLE 15. COOPERATION                                                            
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                    
|15.01                                                                               | Each Party agrees to take all further action that may be reasonably
  necessary to perform and to effectuate the purposes and intent of the
  Agreement, the Confirmation, and any particular Transaction.                                                                                                                                                                                                                                                                                      
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|ARTICLE 16. WARRANTY, LIMITATION ON
  LIABILITY, DUTY TO MITIGATE & INDEMNIFICATION
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.01                                                                               | In no event shall either Party be liable to the other Party
  for incidental, consequential or punitive damages however and wherever
  arising out of, or in connection with, this Agreement or any Transaction.                                                                                                                                                                                                                                                                                
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.02                                                                               | EXCEPT AS
  EXPRESSLY WARRANTED HEREIN, IT IS EXPRESSLY AGREED THAT SELLER MAKES NO
  WARRANTY EXPRESSED OR IMPLIED AS TO THE QUALITY, MERCHANTABILITY OR FITNESS
  FOR A PARTICULAR PURPOSE OF THE COAL TO BE DELIVERED UNDER THIS AGREEMENT OR
  AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF SUCH COAL. SELLER SHALL NOT
  BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING
  WITHOUT LIMITATION LOSS OF PROFITS OR OVERHEAD, BY VIRTUE OF ITS BREACH OF
  ANY

-22-

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|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 | OF ITS
  OBLIGATIONS UNDER THE AGREEMENT. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED
  AS LIMITING BUYERS RIGHT, SUBJECT TO THE TERMS OF THIS AGREEMENT, TO SEEK
  DIRECT DAMAGES FOR SELLERS BREACH OF ANY OF ITS OBLIGATIONS HEREUNDER.                                                                                                                                                                                                                                                                                                                                                      
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16.03                            | Each Party agrees it has a duty to mitigate damages and covenants.
  Each Party will use commercially reasonable efforts to minimize any damages
  it may incur as a result of the other Partys performance or non-performance
  of the Agreement (except that neither Party shall be required to enter into a
  replacement transaction as provided under this Agreement).                                                                                                                                                                                                                     
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16.04                            | Each Party shall indemnify, defend, and hold the other Party harmless
  from and against any and all Claims arising out of or resulting from the
  willful acts or negligence of such Party, its agents, and employees.                                                                                                                                                                                                                                                                                                                                                                          
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|ARTICLE 17. LIMITATION ON WAIVER
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|17.01                            | No waiver by either Party of any one or more defaults of the other
  Party in the performance of this Agreement or any Transaction shall operate
  or be construed as a waiver of any future default, or defaults, whether of a
  like or different character.                                                                                                                                                                                                                                                                                                                                   
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|ARTICLE 18. CONFIDENTIALITY     
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|18.01                            | This Agreement and any Confirmation are deemed confidential. The
  Parties shall protect the confidentiality of the terms of this Agreement and
  neither this Agreement or any of its terms shall be disclosed to any other
  person unless such disclosure is: (i) agreed to in writing by the Parties
  prior to release, (ii) required by law, (iii) required by
  jurisdictional regulation pursuant to the request of any regulatory
  authorities (including, without limitation, state utility commissions or
  boards, the Federal Energy Regulatory Commission, the U.S. Securities and

-23-

---

|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   | Exchange
  Commission and tax authorities); to attorneys, auditors, consultants or other
  outside experts of the parties if said individuals are advised of the
  confidential nature of the information and said individuals agree to maintain
  the confidentiality of the information; or to generating unit co-owner(s). Where the law requires
such disclosure,
  notice shall be given to the other Party, and to the extent possible, such
  notice shall be given in advance of disclosure.
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ARTICLE 19. ENTIRETY, AMENDMENTS  
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|19.01                              | This Agreement constitutes the entire agreement between the Parties.
  This Agreement may not be amended except in a written instrument making
  reference hereto signed by the Parties.                                                                                                                                                                                                                                                                                                            
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ARTICLE 20. SUCCESSORS AND ASSIGNS
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.01                              | This Agreement shall inure to the benefit of and be binding upon
  the Parties hereto and their respective successors and assigns; provided,
  however, this Agreement may not be assigned by either Party without the prior
  written consent of the other Party, which consent shall not be unreasonably
  withheld or delayed.                                                                                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ARTICLE 21. GOVERNING LAWS        
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.01                              | This Agreement shall be governed by and construed in accordance with
  the laws in the State of Wyoming.                                                                                                                                                                                                                                                                                                                                                                                            

-24-

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|                                    |                                                                                                                                                                                                                                                                             
|----------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ARTICLE 22. INTERPRETATION         
|                                    |                                                                                                                                                                                                                                                                             
|22.01                               | The Parties acknowledge that each Party and its counsel have reviewed
  this Agreement and that the rule of construction to the effect that any
  ambiguities are to be resolved against the drafting Party shall not be
  employed in the interpretation of this Agreement.
|                                    |                                                                                                                                                                                                                                                                             
|ARTICLE 23. RESALE TO LOCAL COLLEGE
|                                    |                                                                                                                                                                                                                                                                             
|23.01                               | Seller agrees to allow Buyer to re-sell the Coal in Buyers stockpile
  to North Dakota State College of Science.                                                                                                                                                           
|                                    |                                                                                                                                                                                                                                                                             
|ARTICLE 24. SURVIVAL               
|                                    |                                                                                                                                                                                                                                                                             
|24.01                               | The provisions of Articles 12 through 22 and Article 24 shall survive
  the termination of this Agreement.                                                                                                                                                                  

IN WITNESS WHEREOF, the parties have executed this Agreement by their
respective, duly
authorized representatives effective as of the date first written above.

|                                    |                                |                    |                    
|----------------------------------- | ------------------------------ | ------------------ | -------------------
|Rio Tinto
  Energy America Inc.     | Minn-Dak
  Farmers Cooperative
|                                    |                               
|By:                                 | -s- Jeffrey D. Price           | By:                | -s- John S. Nyguist
|                                    |                                |                    |                    
|Jeffrey D. Price                    |                                |                   
|Vice President, Marketing,          | Title:                         | Purchasing Manager
|Government Affairs & Communications |                                |                   
|                                    |                                |                    |                    
|Date:                               | 25 August 2006                 | Date:              | 6th August
  2006  
|                                    |                                |                    |                    

-25-

---

RAILROAD
EQUIPMENT LEASE

THIS
RAILROAD EQUIPMENT LEASE(the
Lease) is entered into as of this the 1st day of August 2006, (the Effective Date)
by and between Northern Coal Transportation Company, an Oregon corporation
(hereinafter referred to as Lessor), and Minn-Dak Farmers Cooperative (hereinafter
referred to as Lessee).

WHEREAS,
Lessee
desires to lease from Lessor and Lessor desires to lease to Lessee certain coal
hauling railcars (the Units) that make up a Unit Train so that Lessee may make
deliveries of coal to its Wahpeton Sugar Beet Factory.

NOW,
THEREFORE, in consideration of the mutual premises, covenants and agreements set
forth herein, the parties hereby agree as follows:

1.LEASE
OF UNITS. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the
Units commencing on the Effective Date written above and ending for all Units on
the last day of July 2010 or on the date Lessee has unloaded the last Unit
Train, whichever occurs first (the Expiration Date).

2.BASE RENTAL. Lessee agrees to pay to
Lessor the amount of the trip lease price of $X.XX per/ton for all tons hauled in the
Units. Lessor shall invoice Lessee semimonthly for the base rental. Payment
shall be due on each invoice within ten (10) days after the date of the invoice by check or wire transfer to
Northerns account, as follows:

| |                |                                                  
| | -------------- | -------------------------------------------------
| | Wire Transfer: |                                                  
| |                |                                                  
| | BANK:          | First Security Bank of
  Utah                    
| | ABA No:        | 124000012                                        
| | Account No:    | 060-00069-02                                     
| | Account Name:  | Northern Coal
  Transportation                   
| |                |                                                  
| | Check:         |                                                  
| |                |                                                  
| | Account Name:  | Northern Coal
  Transportation                   
| | Account No.:   | 060-00069-02                                     
| | Address:       | P.O.
  Box 26094, Salt Lake City, Utah 84126-0094

3.
     DELIVERY OF UNITS. Lessor will cause each
Unit to be tendered to the Lessee at the Spring Creek Mine in Decker Montana. Each
Unit shall: (i) be empty, substantially free from debris, lading, residue of
lading, and suitable for loading; (ii) meet the standards of the Interchange Rules of the
Association of American Railroads, the Surface Transportation Board, the Department of Transportation, and any
other legislative, administrative, judicial,
regulatory or governmental body having jurisdiction in the matter.

---



4.MAINTENANCE AND REPAIRS.

(a)
Lessor
shall have the right, but not the obligation, to inspect the Unit(s) and conduct preventative
maintenance as Lessor deems necessary. If, as a result of such inspections,
repairs that are Lessees responsibility under Sections 4(c) are found to be necessary, then Lessee
will provide freight and switching services to and from any shop of Lessors choosing at no cost to Lessor.
Lessor will undertake such maintenance when
possible and in a manner that minimizes the interruptions of service to Lessee.

(b)
Lessee shall not make any
alteration, improvement or addition to any Unit without Lessors prior written consent.

(c)
Lessee
shall be responsible for all repairs necessary as a result of damage to a Unit, including but not
limited to, damage caused by cornering, sideswiping, derailment, improper or
abusive loading or unloading methods, unfair usage or similar occurrences while
under this Lease, whether such damage to a Unit is direct, indirect, incidental or
consequential, but excluding the maintenance and repairs made necessary by ordinary wear and
tear which shall be the Lessors responsibility.

(d)
Notwithstanding
anything herein contained, Lessor may notify Lessee that it is withdrawing from this
Lease any Unit which, in the opinion of Lessor, has been destroyed, damaged or
needs repairs in excess of its economic value, whereupon this Lease will terminate as
to such withdrawn Unit; provided, however, Lessor may, with Lessees consent, substitute a Unit of like
specifications, for such withdrawn Unit, in which
case all of the terms and conditions of this Lease shall apply to the
substituted Unit.

5.DISCLAIMER
OF WARRANTIES. LESSOR, NOT BEING
THE MANUFACTURER OF THE UNITS, NOR
THE MANUFACTURERS AGENT, HEREBY EXPRESSLY
DISCLAIMS AND MAKES TO LESSEE NO WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR OTHERWISE,
INCLUDING, BUT NOT LIMITED TO; THE
FITNESS FOR USE, DESIGN OR CONDITION OF THE UNITS; THE QUALITY OR CAPACITY OF THE UNITS; THE WORKMANSHIP IN THE UNITS; THAT THE UNITS
WILL SATISFY THE REQUIREMENT
OF ANY LAW, RULE, SPECIFICATION OR
CONTRACT PERTAINING THERETO; AND ANY GUARANTEE
OR WARRANTY AGAINST PATENT INFRINGEMENT OR LATENT DEFECTS, IT BEING AGREED THAT ALL SUCH RISKS, AS
BETWEEN LESSOR AND LESSEE, ARE TO BE
BORNE BY LESSEE. LESSOR IS NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE TO OR LOSSES
RESULTING FROM THE
INSTALLATION, OPERATION OR USE OF THE UNITS OR ANY UNIT.Lessor acknowledges that any manufacturer
and/or sellers warranties are for the benefit of both Lessor and Lessee.

2

---



6.
     USE OF THE UNITS. Lessee agrees to comply
in with all laws or rules of the jurisdictions in which operations involving any Unit
subject to this Lease may extend. Lessee shall indemnify and hold harmless Lessor from and
against any and all liability that may arise from any infringement or violation of any
such laws or rules by Lessee, its agents, employees, or any other person.

Lessee
agrees that the Units shall be used in a careful and prudent manner, solely in the use,
service and manner for which they were designed. Lessee shall not use the Units, or any
Unit, for the loading, storage or hauling of any ruminant protein products, corrosive,
hazardous, toxic or radioactive substance or material. Specifically, Lessee intends to use
the Units to transport Coal. Lessee is prohibited from using the Units to transport any
other commodity without Lessors prior written consent.

7.     FILINGS AND
MARKS. Lessee will cause each
Unit to be kept numbered with the
identifying numbers and all other markings and stenciling required by the Interchange Rules and the Codes of Car Hire and
Car Service Rules of the Association of American Railroads, as the same may be
amended from time to time.

8.     TAXES,
LIENS AND OTHER ASSESSMENTS. Lessee will keep at all times all and every part of the Units free and
clear of all Assessments which might in any way affect the title of Lessor to any Unit or
result in a lien upon any Unit.

9.     INDEMNIFICATION.

(a)
Lessee
assumes all liability for and shall indemnify and hold harmless Lessor, its affiliates and
subsidiaries together with its and their directors, officers, employees, agents,
representatives, successors and assigns from and against any and all
liabilities, obligations,
losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable
attorneys fees, of whatsoever kind and nature, arising out of the possession,
use, condition (including but not limited to, latent and other defects and whether or
not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, leasing
or return of the Units or any Unit, regardless of where, how and by whom operated,
and regardless of any failure on the part of Lessor to perform or comply with any
conditions of this Lease. This Section 9 shall continue in full force and effect notwithstanding
the expiration or other termination of this Lease. Lessee is an independent
contractor and nothing contained in this Lease shall authorize Lessee or any other person to
operate any of the Units so as to incur or impose any liability or obligation for or on
behalf of Lessor.

(b)
Lessor
shall not be liable for any loss of or damage to any commodities loaded or shipped in the
Units. Lessee agrees to assume responsibility for and to indemnify and hold
harmless Lessor, its affiliates and subsidiaries together with its and their directors,
officers, employees, agents, representatives, successors and assigns from any claim in respect
of such loss or damage caused to any Unit by such commodities.

3

---



10.      LESSORS
PERFORMANCE OF LESSEES OBLIGATIONS. If Lessee shall fail to duly and promptly perform any
of its obligations under this Lease with respect
to the Units, and Lessor has given Lessee reasonable prior written notice of
such nonperformance, then Lessor shall have the option, but not the obligation,
to perform any act or make any
payment which Lessor deems necessary for the maintenance and preservation of the Units and/or Lessors title
thereto, and all sums so paid or
incurred by Lessor shall be reimbursed by Lessee on demand. The performance
of any act or payment by Lessor as aforesaid shall not be deemed a waiver or release of any obligation or default on
the part of the Lessee, and Lessee shall
continue to be liable for any such performance or payment by Lessor notwithstanding the expiration or earlier
termination of this Lease.

11.
     INSURANCE.

(a)
Lessee
shall procure and maintain prior to Lessors release of the Units, at its sole cost and expense,
for all Units subject to this Lease: (1) comprehensive general liability insurance,including products
liability and contractual coverage for the liabilities assumed herein, without
exclusions related to railroad operations, punitive damages, hazardous materials
transportation or otherwise, against liability and claims for injuries to persons (including
injuries resulting in death), and property damage. Such coverage shall name Lessor as
additional insured as the Lessors interest may appear and shall be in a combined single
limit of not less than $2,000,000; and (2) all risk property insurancerelating to loss of or
damage to the Units in such amounts not less than $2,000,000. Such
coverage shall name Lessor as loss payee. The Lessor is entitled, as loss
payee, to act with Lessee in making, adjusting or settling any claims under any
insurance
policies insuring the Units leased by Lessee. Lessee shall furnish certificates, policies,
or endorsements to Lessor as proof of such insurance. Notwithstanding anything
herein to the contrary, Lessee may in its sole discretion self-insure for part or all of the
insurance coverage required by this paragraph, in lieu of purchasing insurance.

(b)
The
proceeds of any all risk property damage with respect to such Units shall be payable solely to
Lessor and shall be applied by Lessor in accordance with Section 12 hereof. The proceeds of any comprehensive
general liability insurance shall be payable
first to Lessor to the extent of its liability, if any, and the balance to
Lessee.

12.RISK OF
LOSS. Lessee assumes all risk of loss, damage, theft, condemnation or
destruction of the Units, whether direct, indirect, incidental or consequential, including,
but not limited to, damages caused by or arising from cornering, sideswiping,
derailment, improper or abusive loading or unloading methods, negligent or unfair
usage, or similar occurrences while under this Lease.

13.LESSEES
DEFAULT. Lessee shall be in default under this Lease upon the happening of any of the following events
or conditions (hereinafter referred to as Events
of Default): (i) if Lessee fails to pay any sum required to be paid hereunder
on or before the due date and such
failure continues for a period of three (3) consecutive days; (ii) if Lessee fails at any time to procure
or maintain any insurance coverage

4

---



required
by this Lease; (iii) if Lessee fails to observe or perform any of the
covenants, conditions or obligations contained in this Lease (other than those
specified in (i) and (ii) above) and such failure continues for ten (10) days after
receipt by Lessee of written notice from Lessor of such failure; (iv) the appointment
of a receiver, trustee or liquidator of Lessee or of a substantial part of its
property, or the filing by Lessee of a voluntary petition in bankruptcy or other similar
insolvency laws or for reorganization; (v) if a petition against Lessee in a proceeding
under bankruptcy laws or other similar insolvency laws shall be filed and shall not be
withdrawn or dismissed within thirty (30) days thereafter; (vi) if an event of default
shall occur under any other obligation Lessee owes to Lessor; or (vii) if an
event of default shall occur under any indebtedness Lessee may now or hereafter
owe to any affiliate or subsidiary of Lessor.

14.LESSORS REMEDIES. Upon the occurrence of
any one or more of the Events of Default specified in Section 13 above, Lessor,
may at its option and without any further notice: (i) terminate this Lease as to any
or all Units without relieving Lessee of any of its obligations hereunder; (ii) take
possession of the Units and for this purpose enter upon any premises of Lessee and remove the
Units, without any liability or suit, action or other proceeding by Lessee and without
relieving Lessee of any of its obligations
hereunder; (iii) cause Lessee, at its sole expense, to promptly return the Units to Lessor in accordance with the terms and
provisions of Section 15 hereof; (iv) proceed
by appropriate action either at law or in equity to enforce performance by Lessee of the applicable covenants of this Lease
or to recover damages for the breach thereof;
or (v) exercise any other right available to Lessor at law or in equity.

15.RETURN OF UNITS. At the expiration of
this Lease, or at the direction of Lessor pursuant to Section 14 of this Lease, Lessee shall
at its own cost, expense and risk, deliver possession of the Units to Lessor at the
Spring Creek Mine in Decker Montana. Each Unit returned to the Lessor pursuant to
this Section 15 shall: (i) be empty, free from debris, lading, residue of lading,
suitable for loading, and in the same or better operating order, repair and condition as
when originally delivered to the Lessee, reasonable wear and tear excepted; (ii) meet the
standards then in effect under the Interchange Rules of the Association of American
Railroads, the Surface Transportation Board, the Department of Transportation,
and any other legislative, administrative, judicial, regulatory or governmental body
having jurisdiction in the matter; and (iii) be free from any damage due to the
abuse of the Unit as specified in Section 4(c). If any Unit is not delivered to Lessor on
or before the Expiration Date, or is so delivered, but not in compliance with this
Section 15, each and every Unit shall remain subject to the terms and
provisions of this Lease until the Unit or Units are returned to Lessor or
until any non-compliance with this Section 15 is resolved. Nothing in this Section 15 shall
be construed as Lessors authorization of the Lessees use of the Units, or any Unit, after the Expiration
Date. Lessees obligations in this Section 15 shall
survive the Expiration Date of this Lease.

16.
     NOTICES. Any notice required or
permitted to be given by any party hereto to the other shall be in writing and shall be
deemed given when sent by United States Certified or Registered Mail, Return Receipt
Requested, postage prepaid,

5

---



delivered
by personal or overnight courier, facsimile transmission, or e-mail addressed as follows:

| |            |                                                                                                                                                                                        
| | ---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | TO LESSOR: | Northern
  Coal Transportation Company 
  505
  South Gillette, Avenue 
  Gillette,
  WY 82716 
  P.O. Box 3009 (82717) 
  Attention:
  General Manager - NCTC 
  Fax:
  (307) 685-6259
| |            |                                                                                                                                                                                        
| | TO LESSEE: | Minn-Dak Farmers
  Cooperative 
  7525 Red River Road 
  Wahpeton, ND 58075-9698 
  Attention: Purchasing Manager 
  Fax: (701) 671-1369                                               

or at
such other place as the parties hereto may from time to time designate by
notice, each to the other.

17.SEVERABILITY. Any provision of this
Lease which is prohibited or unenforceable in any jurisdiction, shall be, as to such
jurisdiction, ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

18.MISCELLANEOUS PROVISIONS.

(a)
     This Lease constitutes the entire agreement among
the parties and exclusively and completely states the rights of the Lessor and the
Lessee with respect to the Units and supersedes all other Leases, oral or
written, with respect to the Units. No variation or modification of this Lease and no
waiver of any of its provisions or conditions shall be valid unless in writing
and signed by duly authorized officers of Lessor and Lessee.

(b)
     This Lease may be executed in several counterparts, each of which so executed shall be deemed to be an
original, and
such counterparts together shall constitute
but one and the same instrument.

(c)
     The laws of the State of Wyoming shall govern
this Lease.

(d)
     Lessee agrees to execute and deliver such other
documents and instruments as may be reasonably necessary or required to further
evidence the transaction
contemplated by, or to carry out the intent of, this Lease.

6

---

(e)
     Nothing contained herein shall give or convey to
Lessee any right, title or interest in and to the Units leased hereunder except
as a lessee thereof, and the Units are and shall at all times be and remain the sole and
exclusive property of Lessor.

(f)
     Lessee may not, by operation of law or otherwise,
assign, transfer, pledge, or otherwise dispose of this Lease or any interest
herein, or sublet any of the Units, without Lessors prior written consent.

(g)
     Any cancellation or termination of this Lease by
Lessor, pursuant to the terms and provisions hereof shall not release Lessee from
any then outstanding obligations and/or duties to Lessor hereunder.

(h)
     Notwithstanding anything contained in this Lease
to the contrary, Lessor shall not be liable
for its failure to perform any obligations of Lessor herein contained by reason of labor disturbances (including strikes and
lockouts), war, riots or civil commotion,
acts of God, acts of terrorism, fires, floods, explosions, storms, accidents,
governmental regulations or interference, or any cause whatsoever beyond
Lessors reasonable control.

(i)
     To the extent there exists any conflict between
the terms and provisions of this Lease and the terms and provisions of the
Interchange Rules or the Codes of Car Hire and Car Service Rules of the
Association of American Railroads, this Lease shall control.

(j)
     Lessee hereby authorizes Lessor, and agrees that
Lessor shall be entitled, to access UMLER and receive all information
thereon with respect to the Units, or the use and operation thereof, together
with all other information as may be available from the Association of American Railroads, and
Lessee agrees to execute such instruments or consents as may be necessary or required
in order to carry out the intent of this paragraph (j).

(k)
     Whenever approval of the originating line haul
carrier(s) is required in order for the Units to be placed in service pursuant to
AAR Circular OT-5 including any revisions, replacements, or substitutions thereto, Lessor
shall, upon written request from Lessee, use its reasonable efforts to assist Lessee in
obtaining such approval. In no event shall Lessor be responsible for obtaining such
approval, and in the event that the OT-5 authority is withdrawn, modified or
denied, Lessees obligations under this Lease shall continue in full force and
effect.

7

---

IN WITNESS WHEREOF,the parties have caused
this Lease to be executed as of the day and year first above written.

|                                    |                                                     |  | 
|----------------------------------- | --------------------------------------------------- |  | 
|LESSOR:                             |                                                    
|                                    |                                                    
|NORTHERN COAL TRANSPORATION COMPANY |                                                    
|                                    |                                                    
|BY:                                 | -s- Jeffrey D. Price                                | 
|                                    |                                                     | 
|                                    |                                                     | 
|NAME:                               | Jeffrey D. Price                                    | 
|                                    |                                                     | 
|                                    |                                                     | 
|TITLE:                              | VP, Marketing, Government
  Affairs & Communication | 
|                                    |                                                     | 

|                             |                     |  | 
|---------------------------- | ------------------- |  | 
|LESSEE:                      |                    
|                             |                     |  | 
|MINN-DAK FARMERS COOPERATIVE |                    
|                             |                     |  | 
|BY:                          | -s- John S. Nyguist | 
|                             |                     | 
|                             |                     | 
|NAME:                        | John S. Nyguist     | 
|                             |                     |  | 
|                             |                     |  | 
|TITLE:                       | Purchasing Manager  | 
|                             |                     | 

8

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