Exhibit
10.14


PURCHASE
AGREEMENT


This agreement,
made and entered into this 14th day of August, 2006, by and between Lamberton EDA,
hereinafter “Seller”, and Highwater Ethanol, LLC, hereinafter “Buyer”.


1.                                       Buyer
offers to purchase and Seller agrees to sell real property in Redwood County,
Minnesota, legally described as:


That portion of the South One Half of Section
Twenty-two (22), Lamberton Township, Redwood County, State of Minnesota,
located North of the DM and E rail line. 
Including up to 200 feet along the northern portion of the DM and E rail
line, running the length of the Lamberton EDA property, also including all or a
portion of Lot 9 and Lot 10 of the Preliminary Plat Layout of the Cottonwood
River Eco-Energy Park.  {Attached}  If necessary, legal descriptions to be
determined by survey.  Purchaser to pay
for the survey.


2.                                       Any
of the following items of personal property and fixture owned by Seller and
currently located on property are included in the sale: NONE.


3.                                       The
consideration for this agreement includes and initial payment of One Thousand
and no/100 Dollars ($1,000.00) and other good and valuable consideration,
including, but not limited to the reliance by Highwater Ethanol, LLC on this
Purchase Agreement.  The initial payment
of $1,000.00 will be paid upon execution of this Agreement, and will apply
towards to purchase price if Buyer elects to complete the purchase.


The sale price for the property will be $8000.00 per
acre, with acreage determined by agreement of the parties or, if necessary,
survey.  The price for any partial acre
to be pro rated.  Acreage shall be
determined as is customary for farmland sales, without reduction for roads or
ditches.  The balance of the purchase
price, after application of the initial payment, will be due in full at
closing.


This Purchase Agreement shall be construed as an
option, with the terms of this Purchase Agreement binding on the parties
through and including March 31, 2007.  If
Highwater Ethanol, LLC does not exercise the option by March 31, 2007, as of
March 31, 2007 this Agreement shall be null and void and without further force
and effect.  In the event that the
Agreement becomes void, then Seller shall retain the initial deposit of
$1000.00.


If and when Highwater Ethanol, LLC desires to proceed
to close, they will give written notice to Seller and the transaction will
close sixty {60} days after the date of said written notice as given by
Highwater Ethanol, LLC to Seller; or earlier at Buyer’s option.



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Seller shall cooperate with Buyer to execute the
appropriate documents to meet Federal, State and Local permits and regulations
as required – so Buyer can proceed to construct an ethanol facility.


4.                                       Upon
performance by Buyer, Seller shall execute and deliver a Warranty
Deed conveying marketable title, subject to:


1.             Building
and zoning laws, ordinances, State and Federal regulations;


2.             Restrictions
relating to use or improvement of the property without effective forfeiture
provisions;


3.             Reservation
of any mineral rights by the State of Minnesota;


4.             Utility
and drainage easements which do not interfere with existing improvements;


5.             Protective
covenants of record;


6.             Existing
road easements.


5.                                       Real
estate taxes shall be paid as follows:  All prior year real estate taxes shall be paid by Seller.  The real estate taxes due and payable in 2006
shall be prorated to closing date.  Buyer
shall pay real estate taxes due and payable in 2007 and thereafter.


6.                                       Special
assessments shall be paid as follows:  Seller shall pay in full all special assessments levied as of the date
of closing.


7.                                       Damages
to real property.  If the real property
is substantially damaged prior to closing, this Agreement shall terminate and
the earnest money shall be refunded to Buyer. 
If the real property is damaged materially but less than substantially
prior to closing, Buyer may rescind this Agreement by notice to seller within
Twenty-one {21} days Buyer may inspect the real property, and in the event of
such rescission, the earnest money shall be refunded to Buyer.


8.                                       Seller’s
boundary line, access restrictions and lien warranties.  Seller warrants that buildings, if any, are
entirely with in the boundary lines of the property.  Seller warrants that there is a right of
access to the real property from a public right of way.  Seller warrants that there has been no labor
or material furnished to the property for which payment has no been made.  Seller warrants that there are no present
violations of any restrictions relating to the use or improvement of the
property.  These warrants shall survive
the delivery of the deed or contract for deed.


9.                                       Buyer
acknowledges and warrants that Buyer has personally inspected the premises and
accepts them in an “As Is” condition as of the date hereof.  Seller has made no representations or
warranties in connection with the condition of the premises, or in regard to
any other matter except title as



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explicitly set out herein.  The property is specifically being sold “As
Is” with no express or implied representation or warranties as to physical
conditions, quality of construction, workmanship, or fitness for any particular
purpose and Buyer acknowledges that they accept said property in said “As Is”
condition.


10.                                 Seller
shall deliver possession of the property not later than the date of
closing.  All utilities shall be prorated
between the parties as of the date of closing.


11.                                 Examination
of title; Within a reasonable time after Buyer gives written notice to close,
Seller shall furnish Buyer with and abstract of title or a registered property
abstract certified to date including proper searches covering bankruptcies and
state and federal judgments, liens, and levied and pending special
assessments.  Buyer shall have fifteen
{15} business days after receipt of the abstract of title or registered
property abstract either to have Buyer’s attorney examine the title and provide
Seller with written objections or, at Buyers own expense, to make an
application for a title insurance policy and notify Seller of the
application.  Buyer shall have ten {10} business
days after receipt of the commitment and written objections.  Buyer shall be deemed to have waived any
title objections not made within the applicable ten {10} days period for above,
except that this shall no operate as a waiver of Seller’s covenant to deliver a
statutory warranty deed, unless a warranty deed is no specified above.


12.                                 Title
corrections and remedies.  Seller shall
have 120 days from receipt of Buyers written title objection to make title
marketable.  Upon receipt of buyer’s
title objections, Seller shall, within ten {10} business days, notify Buyers of
Seller’s intention to make title marketable within the 120 day period.  Liens or encumbrances for liquidated amounts
which can be released by payment or escrow from proceeds of closing shall not
delay the closing.  Cure of the defects
by Seller shall be reasonable, diligent, and prompt.  Pending correction of title, all payments
required herein and the closing shall be postponed.


1.                                       If
notice is given and Seller makes title marketable, then upon presentation to
Buyer and proposed lender of documentation establishing that title has been
made marketable, and if no objected to in the same time and manner as the
original title objections, the closing shall take place within ten {10}
business days or on the scheduled closing date, whichever is later.


2.                                       If
notice is given and Seller proceeds in good faith to make title marketable but
the 120 day period expires without title being made marketable, Buyer may
declare this Agreement null and void by 



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notice to Seller, neither party shall be liable for
damages hereunder to the other, and the earnest money shall be refunded to
Buyer.


3.                                       If
Seller does not give notice of intention to make title marketable, or if notice
is given but 120 day period expires without title being made marketable due to
Seller’s failure to proceed in good faith, Buyer may seek, as permitted by law,
any one or more of the following:


1.                                       Proceed
to closing without waiver or merger in the deed of the objections to title and
without waiver of any remedies, and may:


a.                                       Seek
damages, cost and reasonable attorney’s fees from Sellers as permitted by law
{damages under this subparagraph {a} shall be limited to the cost of curing
objections to title, and consequential damages are excluded} or;


b.                                      Undertake
proceedings to correct the objections to title;


2.                                       Rescission
of this purchase agreement by notice as provided herein, in which case the
purchase agreement shall be null and void and all earnest money paid hereunder
shall be refunded to Buyer;


3.                                       Damages
from Seller including costs and reasonable attorney’s fees, as permitted by
law;


4.                                       Specific
performance within six {6} months after such right of action arises.


5.             If title is marketable, or is made
marketable as provided herein, and Buy3r defaults in any of the agreements
herein, Seller may elect either of the following options, as permitted by law:


1.                                       Seek
damages from Seller including costs and reasonable attorney’s fees;


2.                                       See
specific performance within six months after such right of action arises.


13.                                 TIME
IS OF THE ESSENCEFOR ALL PROVISIONS OF THIS CONTRACT.  This Purchase Agreement, and any attached
exhibits and any addendum or amendments signed by the parties, shall constitute
the entire agreement between Seller and Buyer, and supersedes any other written
or oral agreements between Seller and Buyer. 
This Purchase Agreement can be modified only in writing signed by Seller
and Buyer.  



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Buyer understands and agrees that this Purchase
Agreement is subject to acceptance by Seller in writing.


14.                                 buyer
acknowledges that no oral representations have been made regarding possible
problems with water in basement, or damage caused by water or ice build-up on
the roof of the property and Buyer relies solely on tat regard in the following
statement by Seller:


Seller has not had a wet basement, and has not had
roof, wall or ceiling damage caused by water or ice build-up.  Buyer o
has x has not received a real estate transfer
disclosure statement.  Seller represents
that there o is x
is not a well on the property.  If there
is a well, Buyer has received the well disclosure statement required by
Minnesota Statutes 103I235.  Seller
represents that there o is x
is not and individual sewage treatment system on the property.  If there is such a system, Buyer has received
the disclosure statement required by Minnesota Statutes 115.5, subd. 6


15.                                 Environmental
Concerns: To the best of the Seller’s knowledge there are no hazardous
substances or underground storage tanks on the property, except herein noted;

NONE


16.                                 This
Purchase Agreement o is x
is not subject contingency addendum.


17.                                 This
Purchase Agreement o is x
is not subject to cancellation of a previously written Purchase Agreement.


18.                                 Subdivision
of Land: If this sale constitutes or requires a subdivision of land owned by
Seller, Buyers shall pay all subdivision expenses, including any required
survey, and obtained all necessary governmental approvals.  Sellers warrants that the legal description
of the real property to be conveyed has been or will be approved for recording
as of the date of closing.


19.                                 Any
crop damage {if crop is growing and is harmed by Buyer} shall be paid to seller
of it Seller has leased the property, to the Tenant.  Crop damage shall be determined by
multiplying the acreage damaged by the actual yield per acre obtained on the
balance of the property and multiplied by the cash price at such time at
Meadowland Farmers Coop, which shall be payable within ten {10} days of
determination of the amount.  This
provision shall survive the closing.


20.                                 If
any tile lines are affected by any construction or activity of Buyer on the
real estate being purchased hereby, Buyer, at its sole and exclusive cost,



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shall repair or reroute the tile lines so that any
drainage of Seller remains in effect and the condition as such existed prior to
the purchase of said real estate by Buyer. 
The terms of this paragraph shall survive the closing of this
transaction.


21.                                 Buyer
agrees to pay all expenses of the transaction, including document preparation,
Deed Tax, abstracting and recording fees.


We the owner of the property, accept this agreement.


	
  

  	
  Dated

  	
  8-14-2006

  	
   

  	
  /s/ Steve Krinke

  	
   

  
	
   

  	
  Steve Krinke,
  President, Lamberton EDA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gwen E.
  Batalden

  	
   

  
	
   

  	
  Gwen Batalden, Secretary, Lamberton EDA

  



 


We agree to purchase the property for the price and on
the terms and conditions set forth above.


	
  

  	
  Date:

  	
  8-14-2006

  	
   

  	
  Highwater
  Ethanol, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian
  Kletscher

  	
   

  
	
   

  	
   

  	
  Brian Kletscher

  
	
   

  	
   

  	
  Its: President

  
	
   

  	
  ID Number: 20-4798531

  
								



 



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