Exhibit 10.15


Lease
Agreement


By
and Between


Dakota
Plains Transport, Inc.

a Nevada corporation


 (“Landlord”)


and


Dakota
Petroleum Transport Solutions, LLC,

a Minnesota limited liability company


 (“Tenant”)







LEASE
AGREEMENT


          This Lease
Agreement (“Lease”), is made as of the 4th day of November,
2009 (“Effective
Date”), by and between Dakota Plains Transport, Inc., a Nevada
corporation (“Landlord”), and Dakota Petroleum Transport Solutions, LLC,
a Minnesota limited liability company (“Tenant”).


WITNESSETH:


          In
consideration of the rents and covenants and subject to the terms herein set
forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord
the parcel of land described below and all appurtenant easements and surface
rights and that certain railhead petroleum transfer terminal, mobile or
semi-mobile transloading equipment, and related administrative facilities,
constituting either real or personal property or mixed, the appurtenant parking
area, rail tracks, and related improvements as depicted on Exhibit A attached
hereto and incorporated herein by reference (collectively referred to as the “Premises”),
which was constructed by Landlord at Landlord’s sole cost and is located upon
approximately twenty-seven (27) acres of land (the “Property”) legally described
on Exhibit
B attached hereto and incorporated herein by reference.


1.        TERM:


          a)          Commencement.
The term of this Lease shall commence on the date first indicated above (the “Commencement
Date”) and continue for the duration of the Term defined in Section
9.2 of the Member Control Agreement (“Member Control Agreement”) of Dakota
Petroleum Transport Solutions, LLC dated November 4, 2009 (the “Term”).


          b)          Lease
Year. The term “Lease Year” as used herein shall mean a
period of twelve (12) consecutive full calendar months, except as set forth
herein. The first (1st) Lease Year, however, shall be for that period beginning on the Commencement Date and
ending on December 31, 2009. Each
succeeding Lease Year shall commence the next day after the expiration of the
prior Lease Year.


          c)          Expiration.
The Term shall end and this Lease automatically expire upon any event that
terminates Tenant’s existence pursuant to the Member Control Agreement.


2.        RENT:


          Tenant
covenants and agrees to pay Rent to the Landlord, its successors and assigns at
the following rates and times:


          a)          Monthly
Base Rent. No later than the first day of each calendar month during
the Term, Tenant shall pay monthly rent (“Monthly Base Rent”) in an amount equal to
Nineteen Thousand One Hundred Sixty-One Dollars and Sixteen Cents ($19,161.16).



          b)          Additional
Rent. In addition to the Monthly Base Rent described
in Section 2(a), not later than the first day of each calendar month
during the Term, Tenant shall pay to Landlord “Additional Rent” as defined
below:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Terms used in determining Additional Rent shall have the following
 meaning: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Landlord Initial
 Cost” shall mean that amount identified as “Landlord
 Initial Cost” on Exhibit C attached hereto and
 incorporated herein by reference.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Landlord Capital
 Item Cost” shall mean any capital items for which
 the Landlord agrees to become responsible following the Commencement Date or
 for which the Landlord is required to become responsible following the
 Commencement Date under the terms of any written agreement 

 









Exhibit 10.15


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 to which the Landlord and Tenant are parties, except any items
 included in the Landlord Initial Cost.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 For any calendar month during the Term, the Additional Rent shall be
 a monthly amount, calculated to be the equal monthly amortization payment of
 principal and interest necessary to fully amortize the Landlord Capital Item
 Cost at an annual interest rate of fifteen percent (15.0%), over a period of
 ten (10) years from the date the Landlord becomes responsible therefore.

 


          c)          Delivery
of Rent. Monthly Base Rent and Additional Rent payable under this
Lease (together, the “Rent”) shall be paid and delivered to the
Landlord at the place designated by the Landlord for notices under this Lease,
or such other place as it may subsequently designate in writing.


3.        POSSESSION:



          Delivery of
the Premises to Tenant shall occur on the Effective Date.


4.        PERMITS
AND APPROVALS: 


          Tenant shall obtain, at Tenant’s sole cost and expense, any and all
permits or other governmental and third-party approvals necessary for the initial
use and continued operation of the Property for the purposes described herein.
Landlord shall fully cooperate with Tenant in obtaining all such permits and
approvals. All such permits and approvals shall be issued in the Landlord’s
name and for the Landlord’s benefit.


5.        TENANT’S USE: 


          Tenant may
engage in any lawful use of the Premises not in conflict with any applicable
zoning ordinance, permit, license or conditional use restriction. Tenant may
not alter the railroad tracks or other structures presently on the Premises and
may not make any expansions, improvements or additions to the Premises without
the Landlord’s prior written consent, which Landlord may withhold its sole
discretion. Tenant acknowledges and agrees that Landlord may utilize some or
all of Outlot 1 of NW 1⁄4 NW 1⁄4 of Section 21, Township 152 North, Range 92 West
(“Outlot
1”) to drill and operate a water disposal well, construct structures
used in the drilling, operation and maintenance of a water disposal well and
make other improvements and alterations to the Premises consistent with the
drilling, operation and maintenance of a water disposal well on Outlot 1.
Nothwithstanding anything herein to the contrary, Tenant agrees that its
improvements, conduct and operations on the Premises shall not in any way
interfere with or prevent Landlord’s drilling and operation of a water disposal
well on Outlot 1. 


6.        TAXES,
INSURANCE, MAINTENANCE AND REPAIR EXPENSES:


          a)          Personal
Property. Tenant shall pay before delinquency all
taxes, assessments, license fees, and other charges that are levied and
assessed on personal property, alterations and trade fixtures included in the
Premises.


          b)          Real
Property Taxes. Tenant shall pay all Real Property
Taxes upon the Property payable during the Term of this Lease, prorated for any
partial calendar years during the Term hereof, provided that Landlord provides
or causes the tax bills therefor to be provided Tenant at least the later of
(i) thirty (30) days prior to the date the same are due without penalty or (ii)
ten (10) business days following Landlord’s receipt of such tax bills. Upon
written request of Landlord, Tenant shall provide a receipt of such payment to
Landlord. Alternatively, at Landlord’s election, Landlord may bill Tenant for
installments of Real Property Taxes no more than sixty (60) days prior to such
due date, and Tenant shall pay Landlord the amount of such billing within ten
(10) days of such due date. The term “Real
Property Taxes” shall mean and include all taxes, general and
special assessments (amortized over the longest period available to Landlord)
and other governmental charges, general and special, including, without
limitation, assessments for public improvements or benefits, which shall,
during the Term, be assessed, levied, and imposed by any governmental authority
upon the Property. Real Property Taxes shall not include any late fees or
penalties (unless arising from Tenant’s failure to timely pay the same as set
forth above), any municipal, county, state or federal income or franchise taxes
of Landlord, or documentary transfer taxes in connection with any 


2





Exhibit 10.15


transfer, sale or change in ownership of all or part of the Property.
Tenant shall have the right to diligently contest the amount or validity of any
Real Property Taxes upon the Premises or any part thereof, with the appropriate
governmental agency by appropriate legal proceedings, and shall be entitled to
the economic benefit of the final resolution thereof to the extent such benefit
relates to the Term hereof..


          c)          Maintenance,
Repair, and Premises Expansion Expenses. Tenant shall
pay all costs and expenses to perform all maintenance and repair of the
Premises, and to acquire expansion, improvements or additions to the Premises.
Any such additions or expansions shall become the property of the Landlord and
subject to this Lease as part of the Premises. 


	
  

 	
  

 
	
 7.

 	
 TENANT’S COVENANTS; ASSIGNMENT AND
 SUBLETTING COMPLIANCE WITH LAWS; LANDLORD’S INSPECTION AND UTILITIES:

 


          Tenant
covenants and agrees as follows:


          a)          Prompt
Payment. Tenant will pay when due all Rent and other
charges herein described and all taxes, assessments, license fees and utility
bills attributable to the Premises as the same shall become due. Any amount
owed by Tenant to Landlord hereunder shall bear interest at the Default Rate
(as hereafter defined) for each month such amount is past due under the terms
of this Lease.


          b)          Compliance
with Terms of Lease. Tenant will not use or permit the
Premises, or any part thereof, to be used for any purpose or in any manner not
permitted by law or by the terms of this Lease.


          c)          Assignments
or Subletting. Tenant will not transfer or assign this
Lease nor let or sublet the whole or any part of the Premises without the prior
written consent of Landlord, which consent may be withheld for any reason or
for no reason whatsoever. Consent by Landlord to any assignment or subletting shall
not constitute a waiver of the necessity for such consent to any subsequent
assignment or subletting. Tenant shall at all times remain liable for the
payment of Rent herein and for compliance with all of its other obligations
under this Lease notwithstanding any assignment or subletting under this Lease.


          d)          Compliance
with Laws. Tenant will, at its own expense, promptly
comply with all applicable laws, now or hereafter in effect, pertaining to the
conduct of its business on the Premises.


          e)          Inspections
by Landlord. Landlord and its agents, invitees and
designees shall have the right to enter the Premises for any reason at any time
during the Term of this Lease without notice to Tenant.


          f)          Vacation
of Premises. If Tenant at any time elects to cease
business operations at the Premises after opening the same for business, and
such cessation of business continues for a period of one hundred fifty (150)
consecutive days, such cessation of business shall be deemed a breach or
default of this Lease and Landlord shall have the right to terminate this Lease
at any time thereafter effective immediately upon written notice to the Tenant.
Unless Landlord delivers such notice, this Lease shall remain in full force and
effect notwithstanding any cessation of business by Tenant.


          g)          Utilities.
Tenant shall pay before delinquency, at its sole cost
and expense, all charges for water, gas, heat, electricity, power, telephone
service, sewer service charges, and sewer rentals charged or attributable to
the Premises, and all other services or utilities used in, upon, or about the
Premises by Tenant from the Commencement Date and throughout the Lease Term
hereof.


          h)          Amounts
Payable to Soo Line Railroad Company. Tenant shall pay
before delinquency, at its sole cost and expense, any and all amounts due and
payable to Soo Line Railroad Company d/b/a Canadian Pacific Railway (“Canadian
Pacific”) from the Commencement Date and throughout the Lease Term
hereof by virtue of that certain Agreement for Private Siding by and between
Landlord and Canadian Pacific effective
as of the first day of September, 2009 (the “Private Siding Agreement”) and
by virtue of Tenant’s operation of the Premises following the Commencement
Date.


3





Exhibit 10.15


	
  

 	
  

 
	
 8.

 	
 SURRENDER OF PREMISES, REMOVAL OF TENANT’S
 PROPERTY: 

 


          At
expiration or termination of this Lease, Tenant agrees to: (a) surrender
possession of the Premises to Landlord; (b) remove at Tenant’s expense, any
assets of Tenant not constituting part of the Premises, and not constituting
Landlord’s Property (as defined below); and (c) otherwise return the Premises
to Landlord in good condition and broom clean, ordinary wear and tear, damage
by casualty, condemnation, act of god and/or Landlord’s failure to make repairs
excepted. The Premises, including but not limited to all tanks, tracks,
buildings, structures, all transloading equipment, and any other equipment
constructed by and/or placed upon the Premises by Landlord or by Tenant during
the Term of the Lease (collectively, “Landlord’s Property”) shall be and remain
the property of Landlord, and upon expiration or termination of this Lease
Tenant shall have no obligation to remove Landlord’s Property from the
Premises.


	
  

 	
  

 
	
 9.

 	
 QUIET POSSESSION:

 



          Landlord
represents to and covenants with Tenant that:


          a)          Landlord
does not require any consents or approvals from mortgagees of the Property to
permit Landlord to enter into this Lease;


          b)          Other
than customary mineral leases and utility and similar easements relating to the
Property and the restrictions set forth in the Private Siding Agreement and the
Member Control Agreement, there are no other covenants, easements or
restrictions relating to the Premises and Landlord shall not enter into any
covenants, easements or other agreements after the date of this Lease which
prohibit or restrict Tenant’s proposed use of the Premises its appurtenant
easement rights, or otherwise change the terms of this Lease or Tenant’s use
and occupancy of the Premises without Tenant’s prior written consent;


          c)          Landlord
shall warrant and defend Tenant in the quiet enjoyment and possession of the
Premises, together with all appurtenant and beneficial easements, during the
Term, subject to all applicable laws (as now exist or may be hereinafter
enacted);


          d)          Landlord
has full right and authority to enter into the Lease for the full term; and


          e)          As
of the date hereof, Landlord has not discovered any soil or other conditions
that would prevent the construction of the Premises or materially increase its
cost.


	
  

 	
  

 
	
 10.

 	
 HAZARDOUS MATERIALS:

 


          Landlord
represents and warrants that, to the best of Landlord’s knowledge, no release
(as hereafter defined) of Hazardous Materials has occurred in the Premises or
that Hazardous Materials are otherwise present in the Premises and/or the
Property. Landlord represents and warrants that the Premises are in compliance
with all federal, state and/or local statutes, regulations, rules and/or
ordinances, and with all orders, decrees or judgments of governmental
authorities or courts having jurisdiction, relating to the use, generation,
manufacture, collection, treatment, disposal, storage, control, removal or
clean up of Hazardous Materials (“Environmental Laws”). To the extent any
Hazardous Materials are present in, at, on or about the Premises and/or the
Property at the Commencement Date, through no fault of Tenant, and Tenant
notifies Landlord in writing of such Hazardous Materials not later than twenty
(20) days following the Commencement Date, Landlord shall be responsible for
removing or otherwise monitoring or remediating such Hazardous Materials as
required by, and in full compliance with, all Environmental Laws at no cost to
Tenant.


          Tenant
shall indemnify, protect, defend and hold Landlord and its officers, directors,
shareholders, agents and assigns (the “Landlord Indemnities”) harmless from and
against any and all costs, fees, damages, losses, expenses and/or liabilities
of any kind or nature in any way related to the existence, removal,
transportation or disposal of any Hazardous Materials in, at, on or about the
Property caused by Tenant or any of Tenant’s invitees, agents, employees,
contractors, subtenants or licensees. If any action or proceeding is brought
against any of the Landlord Indemnities by reason of such claim, Tenant, upon
notice from any of the Landlord Indemnities, shall defend the same at Tenant’s
expense by counsel selected by the Landlord. In the event any of the Landlord


4





Exhibit 10.15


Indemnities incurs any costs, fees, damages, losses, expenses, and/or
liabilities in connection with a release of Hazardous Materials by Tenant or
any of Tenant’s agents, employees, contractors, subtenants or licensees, Tenant
shall pay such costs, fees and/or expenses within thirty (30) days of written
request from the affected Landlord Indemnities. Other than in the case of an emergency,
Landlord shall not incur any fees or costs before notifying Tenant that it is
likely to incur such fees and costs unless Tenant takes corrective action.


          The term “Hazardous
Material” shall mean any waste, substance, or material that is: (i)
identified in Section 101(14) of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as the same may be amended from time to
time (herein called “CERCLA”); or (ii) determined to be
hazardous, toxic, a pollutant or contaminant, under federal, state, or local
law. The term “release” shall have the meaning given to such term in Section
101(22) of CERCLA.


	
  

 	
  

 
	
 11.

 	
 PERFORMANCE BY TENANT AND LANDLORD:

 


          Tenant and
Landlord covenant and agree that they will perform all of their respective
agreements herein expressed and will promptly, upon receipt of written notice
from a party specifying failure to perform, comply reasonably or commence to
comply with such notice. 


	
  

 	
  

 
	
 12.

 	
 DEFAULT AND REMEDIES:

 


          a)          Tenant
Default. Tenant shall be in default under this Lease
if one or more of the following events (herein called “Defaults”) shall happen and
be continuing, namely:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Tenant shall fail to make the payment of any Rent or other amount
 herein agreed to be paid and such failure shall continue for a period of ten
 (10) days after the date of Landlord’s written notice to Tenant of the
 initial failure to pay when due;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Tenant shall have filed a petition in bankruptcy or prayed for any
 relief under the Federal Bankruptcy Law or made an assignment for the benefit
 of creditors or consented to the entry of an order for relief in involuntary
 bankruptcy;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 An attachment or execution shall have been levied upon the Tenant’s
 property in or interest under this Lease, which shall not have been satisfied
 or released or the enforcement thereof stayed or superseded by an appropriate
 proceeding within sixty (60) days thereafter;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 An involuntary petition in bankruptcy or for reorganization or
 arrangement under the Federal Bankruptcy Law shall have been filed against
 Tenant and either an order for relief is entered or such involuntary petition
 is not withdrawn, dismissed, stayed or discharged within sixty (60) days from
 the filing thereof;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 Tenant shall make any assignment or sublet under this Lease without
 first obtaining Landlord’s approval as required by Section 7(c) above;

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 Tenant shall have failed to perform or observe any other covenant,
 agreement or condition to be performed or kept by the Tenant under the terms
 and provisions of this Lease, and such failure shall continue for thirty (30)
 days after written notice thereof has been given to Tenant by Landlord,
 unless Tenant shall have commenced corrective action within such thirty (30)
 days and thereafter diligently completes the same; the foregoing provision
 shall not require Tenant to occupy the Premises and Tenant shall be entitled
 to vacate the Premises so long as it otherwise complies with its obligations
 hereunder; however said time period shall be inclusive of any and all
 statutory time periods for nonpayment of rent and breach of covenants in
 Lease; or

 


If an event of a Default by Tenant occurs, Landlord, at its option,
shall have the right to terminate this Lease and Tenant’s right to possession
of the Premises, and enter into and take possession of the Premises and remove
all persons and their property therefrom, and shall further be entitled to
pursue all other remedies available to Landlord 


5





Exhibit 10.15


at law or in equity. In any such event, Landlord shall use all
reasonable efforts to mitigate any and all damages that it may sustain as a
result of Tenant’s default hereunder.


          b)          Landlord
Default. If Landlord shall violate any covenant
contained herein, and shall fail to comply with such covenant within thirty
(30) days of Tenant’s notice to Landlord of such violation (or fail to commence
compliance within such 30-day period if a longer period of time is reasonably
necessary), Landlord shall be deemed to be in default hereof. Tenant shall have
all remedies available at law and equity, together with those expressly
provided to Tenant herein. Upon Landlord’s default in its obligation to pay (or
credit) money, said amount shall bear interest beginning fifteen (15) days
after Tenant’s written demand therefor at the Default Rate (as hereafter
defined). Tenant shall use all reasonable efforts to mitigate any and all
damages that it may sustain as a result of Landlord’s default hereunder.


          c)          Remedies
Waiver. It is understood and agreed that Landlord’s
exercise of any right or remedy due to a default or breach by Tenant shall not
be deemed a waiver of or to alter, affect, or prejudice any right or remedy
which Landlord may have under this Lease or by law or in equity. Neither the
acceptance of Rent nor any other acts or omissions of Landlord at any time or
times after the happening of any event authorizing the cancellation or
forfeiture of this Lease shall operate as a waiver of any past or future
violation, breach, or failure to keep or perform any covenant, agreement,
terms, or condition hereof or to deprive Landlord of its right of cancel or
terminate this Lease upon the written notice provided for herein at any time
that cause for cancellation or termination may exist, or be construed so as at
any time to stop Landlord from promptly exercising any other option, right, or
remedy that it may have under any term or provision of this Lease, at law, or
in equity. 


          d)          Default
Rate of Interest. The defaulting party shall pay
promptly upon demand any reasonable expense incurred by the non-defaulting
party in curing the defaulting party’s default, and, if not paid within ten
(10) days of demand therefor, the non-defaulting party may charge interest
thereon at the lesser of (a) eight percent (8%) per annum, or (b) the highest
rate permitted by law (such interest rate being referred to herein as the (“Default
Rate”).


	
  

 	
  

 
	
 13.

 	
 ATTORNMENT:

 


          Tenant
shall, in the event any proceedings are brought for the foreclosure of, or in
the event of exercise of the power of sale under any mortgage made by Landlord
covering the Premises, attorn to the purchaser upon any such foreclosure or
sale and recognize such purchaser as Landlord under Lease on the condition that
such purchaser expressly assumes all of the Landlord’s obligations hereunder in
writing.


	
  

 	
  

 
	
 14.

 	
 SUBORDINATION:

 


          This Lease
shall be subject and subordinate to each mortgage hereafter covering any or all
of the Premises (and each renewal, modification, consolidation, replacement or
extension thereof) or other similar instrument of encumbrance now or hereafter
existing, subject to execution by any subsequent mortgagee of a non-disturbance
agreement providing that notwithstanding the default of Landlord under such
mortgage, or the foreclosure of the lien thereof, or the grant of a deed in
lieu of foreclosure, this Lease shall continue in full force and effect upon
the terms, conditions, covenants and agreements herein contained so long as
Tenant is not in default hereunder beyond any applicable notice or cure period.


	
  

 	
  

 
	
 15.

 	
 CONDEMNATION:

 


          If more
than thirty-three percent (33%) of the Premises or any access/ingress or egress
points shall be permanently taken or condemned by any competent authority for
any public or quasi-public use or purpose, or a lesser amount is taken but the
use of the Premises for Tenant’s business has been substantially and materially
impaired in Tenant’s reasonable business judgment, then Tenant may, at its
option, terminate this Lease upon written notice to Landlord given within sixty
(60) days of the date that an order granting the condemning authority
possession thereof is given. Any award for the property of which the Premises
are a part, shall be the property of Landlord. Tenant, however, shall be
entitled to claim, prove and receive in the condemnation proceeding such awards
(excluding so called bonus awards or awards for the value of the Premises
taken) as may be allowed for fixtures and other equipment installed by it and
any relocation award made to Tenant or other separate awards 


6





Exhibit 10.15


available to Tenant that do not reduce Landlord’s award. In the event
Tenant does not elect to terminate the Lease, Landlord shall repair and restore
the remaining Premises, and any and all amounts expended by Landlord to so
repair and restore the remaining Premises shall constitute a Capital Cost Item
for the purposes of this Lease.


	
  

 	
  

 
	
 16.

 	
 INSURANCE; FIRE OR OTHER CASUALTY:

 


          a)          Tenant
Obligation to Maintain Insurance. Tenant shall obtain
and keep in force, beginning on the Commencement Date and continuing throughout
the entire Term, the following insurance coverages at Tenant’s sole cost and
expense from an insurance company or companies authorized to do business in the
state in which the Property is located, with a minimum Best’s rating of
“A:VII,” or equivalent rating, which policies shall name the Landlord and any
additional party designated by Landlord as an additional insured:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Commercial General Liability Insurance. A
 policy of commercial general liability insurance Commercial general liability
 insurance, against any liability to the public or to any invitee of Tenant
 for injury to persons or property and loss of life or property incidental to
 the use of, or resulting from any accident occurring on our upon, the
 Premises with a limit of not less than One Million Dollars ($1,500,000) per
 occurrence and not less than Two Million Dollars ($4,500,000) in the annual
 aggregate

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Commercial Property Insurance. A policy
 providing commercial property insurance covering all structures and
 improvements on the Premises or constructed or maintained in conjunction with
 the Premises with coverage for perils as set forth on the Causes of Loss –
 Special Form in an amount not less than the full insurable value and naming
 Landlord as loss payee. Such policy shall provide coverage in an amount not
 less than the full replacement cost of the Landlord Initial Cost and all
 Landlord Capital Item Costs. Coverage must also include an “Ordinances or Law
 Regulations” insuring agreement governing the construction, use or repair of
 property. Such coverage must include the expense of tearing down any
 property, including the cost of removing its debris. Increased cost of
 construction coverage must also be included. Such insurance must remain in
 full force and effect for and during the time any buildings and improvements
 are located on the Premises during the Term of this Lease.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Insurance Required by Canadian Pacific Railway.
 All insurance required to be maintained by Canadian Pacific pursuant to the
 terms of that certain Private Siding Agreement as set forth on Exhibit
 D attached hereto and incorporated herein by reference.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 A policy of workers’ compensation insurance must be provided that
 insures the benefits required by Minnesota law and includes coverage B
 Employer’s Liability. The Employer’s liability limits must be:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Bodily
 Injury By Accident — $2,000,000 Each Accident

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Bodily
 Injury By Disease — $1,000,000 Policy Limit

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Bodily
 Injury By Disease — $1,000,000 Each Employee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Landlord does not, by requiring such insurance or by any other act or
 event, assume or undertake liability for any work-related injuries or death
 to Tenant or Tenant’s employees.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 All other insurance, if any, customarily maintained by businesses of
 like type, or required by any law or regulation to be carried or maintained
 by Tenant.

 


          b)          Repair
and Rebuild. If the loss renders the structures on the
Premises totally or partially inaccessible or unusable by Tenant in the
ordinary conduct of Tenant’s business for a period of more than ninety (90)
days, then Tenant may terminate this Lease by written notice to the Landlord,
except that if: (i) Landlord reasonably determines that the structures on the
Premises can be rebuilt within one hundred twenty (120) days after the date of
the damage, (ii) Landlord is not prevented by applicable laws from substantially
rebuilding the 


7





Exhibit 10.15


structures on the Premises to its preexisting condition, and (iii) the
damage has not occurred in the last Lease Year of the Term, then Landlord, at
Landlord’s cost, may, in its sole discretion, restore, repair or rebuild the
same and, in the event Landlord determines to do so, this Lease shall remain in
full force and effect, but with full abatement of all Rent until the Premises
are fully restored to pre-loss condition and the Term of this Lease may be
extended a number of days equal to the period of such Rent abatement at the
Landlord’s sole discretion.


          c)          Destruction
Near End of Term. Notwithstanding the foregoing, if
the structures on the Premises are wholly or partially damaged or destroyed
within the last Lease Year of the Term, either Landlord or Tenant may, at its
option, elect to terminate this Lease.


	
  

 	
  

 
	
 17.

 	
 NOTICES:

 


          All notices
from Tenant to Landlord required or permitted by any provision of this Lease
shall be in writing and sent by facsimile with written transmission
confirmation, overnight delivery service, or registered or certified mail,
postage prepaid and directed to Landlord at:


	
  

 	
  

 
	
  

 	
 Dakota
 Plains Transport, Inc.

 
	
  

 	
 1242 Adrian
 Drive

 
	
  

 	
 Chaska, MN
 55318

 
	
  

 	
 Attention:
 James R. Sankovitz, General Counsel

 
	
  

 	
 Facsimile:
 (952) 443-1362

 


All notices from Landlord to Tenant so required or permitted shall be
in writing and sent by facsimile with written transmission confirmation,
overnight delivery service, or registered or certified mail, postage prepaid
and directed to Tenant at:


	
  

 	
  

 
	
  

 	
 Western
 Petroleum Company

 
	
  

 	
 9531 West
 78th Street

 
	
  

 	
 Eden
 Prairie, MN 55344

 
	
  

 	
 Attention:
 William Emison

 
	
  

 	
 Facsimile:
 (952) 941-7470

 


Either party may, at any time or from time to time, designate in
writing a substitute address for that above set forth, and thereafter notices
shall be directed to such substitute address for that above set forth. Notices
to either party shall be effective three (3) business days after depositing in
the United State Postal system, upon confirmed facsimile transmission or on the
next business day if sent by overnight courier in accordance with this Section
17.


	
  

 	
  

 
	
 18.

 	
 INDEMNITY:

 


          Landlord
shall protect, defend, indemnify and hold Tenant harmless from and against any
and all claims, damages, losses, liens, judgments, penalties, expenses
(including reasonable attorneys and consultants fees), and/or liabilities
caused by the intentional misconduct or grossly negligent acts or omissions of
Landlord, its partners, agents or contractors arising out of or relating to
injury to any person or loss of or damage to property which occurs at the
Premises, except for those caused by the intentional misconduct, grossly
negligent acts or omissions of Tenant or Tenant’s agents, members, officers,
employees, contractors, sublessees, licensees, invitees or guests.


          Tenant
shall protect, defend, indemnify and hold Landlord harmless from and against
any and all claims, damages, losses, liens, judgments, penalties, expenses (including
reasonable attorneys and consultants fees), and/or liabilities caused by the
intentional misconduct or grossly negligent acts or omissions of Tenant, its
officers, employees, agents, contractors or invitees arising out of or relating
to injury to any person or loss of or damage to property which occurs at the
Premises, except for those caused by the intentional misconduct, grossly
negligent acts or omissions of Landlord or Landlord’s agents, partners,
employees or contractors.


	
  

 	
  

 
	
 19.

 	
 NOT A JOINT VENTURE:

 


8





Exhibit 10.15


          Any
intention to create a joint venture or partnership relation between the parties
hereto is hereby expressly disclaimed.


	
  

 	
  

 
	
 20.

 	
 SUCCESSORS AND ASSIGNS:

 


          This Lease
and the covenants and conditions herein contained shall inure to the benefit of
and be binding upon Landlord, its successors, and assigns, and shall be binding
upon Tenant, its successors, assigns, subtenants, assignees, concessionaires,
executors, administrators, and legal representatives, and shall inure to the
benefit of Tenant, its successors and only such assignees of Tenant to whom
Tenant has assigned in compliance with the provisions of this Lease.


	
  

 	
  

 
	
 21.

 	
 WAIVER:

 


          The failure
of either party to insist, in any one or more instances, upon a strict
performance of any covenant of this Lease or to exercise any option or right
herein contained shall not be construed as a waiver or relinquishment for the
future of such covenant, right, or option, but the same shall remain in full
force and effect unless the contrary is expressed in writing.


	
  

 	
  

 
	
 22.

 	
 INTERPRETATION OF AGREEMENT:

 


          All
headings preceding the text of the several provisions and sub provisions are
inserted solely for convenience of reference and none of them shall constitute
a part of this Lease or affect its meaning, interpretation, or effect.


	
  

 	
  

 
	
 23.

 	
 ATTORNEYS’ FEES:

 


          If any
action at law or equity is commenced between the parties hereto, the prevailing
party shall be entitled to its reasonable attorneys’ fees, and costs in
connection with such action. In the event any dispute arising between the
parties is resolved without court proceedings, the prevailing party shall be
entitled to recover reasonable attorneys’ fees and costs in connection with
such dispute.


	
  

 	
  

 
	
 24.

 	
 BROKER’S COMMISSIONS:

 


          Each party
represents that it has not had dealings with any real estate broker, finder, or
other person with respect to this Lease. Each party shall hold harmless the
other party from all damages resulting from any claims that may be asserted
against the other party by any broker, finder, or other person, with whom the
other party has or purportedly has dealt in connection with this Lease.


	
  

 	
  

 
	
 25.

 	
 CONFIDENTIALITY:

 


          Landlord
and Tenant acknowledge and agree that the terms and conditions contained in
this Lease are confidential and proprietary to their business operations, and
shall not be disclosed to any person(s) or entity(ies) other than their
respective brokers, officers, directors, partners, employees, prospective and
existing lenders and purchasers (and prospective purchasers), accountants,
shareholders, prospective investors, and attorneys, who shall be requested keep
the terms and conditions herein confidential.


	
  

 	
  

 
	
 26.

 	
 ENTIRE AGREEMENT:

 


          This Lease
and the exhibits attached hereto set forth all the promises, agreements,
conditions, and understandings between Landlord and Tenant relative to the
Premises, and there are not promises, agreements, conditions, or
understandings, either oral or written, expressed or implied, between them
other than set forth herein. Except as herein otherwise provided, no subsequent
alterations, amendment, change, or additions to this Lease shall be binding
upon Landlord or Tenant unless reduced to writing and signed by both of them.


9





Exhibit 10.15


	
  

 	
  

 
	
 27.

 	
 TIME:

 


          Time is of
the essence in regard to this Lease and each and all of its provisions in which
performance in a factor. In the event that the final date for performance of
any covenant herein contained (other than the payment of Rent or other sums due
hereunder) falls on a legal holiday of the United States Government, the date
for such performance shall be extended to the next business day thereafter.


	
  

 	
  

 
	
 28.

 	
 NO PERSONAL LIABILITY:

 


          Landlord
and Tenant acknowledge and agree that there shall be absolutely no personal
liability on the part of either Landlord’s or Tenant’s officers, directors,
shareholders, partners, managers or members, as applicable, or any owners or an
interest in their business, their heirs, successors, assigns, legally appointed
representatives, or any mortgagee in possession (hereinafter collectively “Representatives”)
with respect to any of the terms, covenants and conditions of this Lease. In
the event of any breach by Landlord of any of the terms, covenants or
conditions of this Lease to be performed by Landlord, Tenant’s right to seek
recovery from Landlord shall be limited to the interest of Landlord in the
Property including the equity, rent, income and profits derived therefrom, and
any applicable insurance coverage that might be maintained by Landlord provided
that subrogation related to such insurance coverage has been waived (and
further provided that Landlord shall only be obligated to maintain the specific
insurance coverage that is the express obligation of Landlord hereunder).
Tenant agrees that it has no recourse against any of Landlord’s Representatives
for distributions made to such Representatives prior to Landlord’s default of
the Lease.


	
  

 	
  

 
	
 29.

 	
 CORPORATE AUTHORITY:

 


          Each
individual executing this Lease on behalf of Landlord and Tenant represents and
warrants that he/she is duly authorized to executed and deliver this Lease on
behalf of said entity in accordance with a duly adopted resolution of the board
of directors or partners thereof authorizing and consenting to this Lease;
authorizing the specific representatives signing this Lease to execute,
acknowledge, and deliver the same without the consent of any other officer,
director or partner; resolving that such action and execution is in accordance
with the governing director of the entity; and resolving that this Lease is
binding upon said corporation in accordance with its terms.


	
  

 	
  

 
	
 30.

 	
 SEVERABILITY AND INDEPENDENCE OF COVENANTS:

 


          In the
event that any provision of this Lease is found to be unenforceable, the
remainder of this Lease shall not be affected, and any provision found to be
invalid shall be enforceable to the extent permitted by law. The parties agree
that in the event two different interpretations may be given to any provision
hereunder, one of which will render the provisions unenforceable, and one of
which will render the provision enforceable, the interpretation rendering the
provision enforceable shall be adopted.


	
  

 	
  

 
	
 31.

 	
 GOVERNING LAW; VENUE; ENFORCEMENT:

 


          The laws of
the State of Minnesota shall govern the validity and the construction of this
Lease without regard to principles of conflict of laws. It is hereby agreed
that the state or federal courts located in Hennepin County, Minnesota, shall
have exclusive jurisdiction and the parties submit to the sole jurisdiction of
such courts in any such action and waive all defenses relating to improper
venue or personal jurisdiction. The parties hereby acknowledge and agree that
any breach or threatened breach of any representation, warranty, covenant or
agreement of this Lease would cause irreparable injury to the other party for
which money damages would not provide an adequate remedy. As such, the parties
hereby agree that the representations, warranties, covenants and agreements
contained in this Lease may be specifically enforced by any state or federal
court in Hennepin county, Minnesota, and that any such court may exercise all
other equitable remedies deemed appropriate. This Lease may be enforced by
specific performance.


	
  

 	
  

 
	
 32.

 	
 NON-COMPETITION:

 


          Target
agrees that, during the Term of this Lease and for a period of two (2) years
following the Term of this Lease, Tenant shall not engage in the operation of,
consult with any party concerning the operation of, have any 


10





Exhibit 10.15


interest in any, or otherwise have any involvement in the operation of
any railhead petroleum transfer terminal or any similar business or enterprise
within the State of North Dakota.


 (Signatures
contained on Following Page)


11





Exhibit 10.15


          IN
WITNESS WHEREOF, Landlord and Tenant have caused this
Lease to be executed in their names by their duly authorized officers under
their seals.


	
  

 	
  

 
	
  

 	
 LANDLORD:

 
	
  

 	
  

 
	
  

 	
 DAKOTA
 PLAINS TRANSPORT, INC.

 
	
  

 	
 a Nevada
 corporation

 
	
  

 	
  

 
	
  

 	
 By /s/ James
 R. Sankovitz

 
	
  

 	
 Name James
 R. Sankovitz

 
	
  

 	
 Its General
 Counsel

 
	
  

 	
  

 
	
  

 	
 TENANT:

 
	
  

 	
  

 
	
  

 	
 DAKOTA
 PETROLEUM TRANSPORT SOLUTIONS, LLC

 
	
  

 	
 a Minnesota
 limited liability company

 
	
  

 	
  

 
	
  

 	
 By /s/
 William A. Emison

 
	
  

 	
 Name William
 A. Emison

 
	
  

 	
 Its Chief
 Officer

 


12









Exhibit
C


LANDLORD
INITIAL COST


          “Landlord
Initial Cost” shall include all items set forth
bellow:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Payee



 	
  

 	
 Expense



 	
  

 	
 Total Cost



 	
  

 
	
  

 
	
 R&R Contracting

 	
  

 	
 Site Construction

 	
  

 	
 $

 	
 848,471.14 

 	
  

 
	
 Canadian Pacific

 	
  

 	
 Land Purchase

 	
  

 	
 $

 	
 400,000.00 

 	
  

 
	
 Western Petroleum

 	
  

 	
 JV Transloading Equipment

 	
  

 	
 $

 	
 198,767.22 

 	
  

 
	
 Canadian Pacific

 	
  

 	
 Private Siding Construction

 	
  

 	
 $

 	
 181,520.00 

 	
  

 
	
 Kadrmas, Lee & Jackson, Inc.

 	
  

 	
 Survey, Plat Creation and Phase I

 	
  

 	
 $

 	
 10,000.00 

 	
  

 
	
 City of New Town

 	
  

 	
 Building Permit

 	
  

 	
 $

 	
 4,000.00 

 	
  

 
	
 Fredrikson & Byron, P.A.

 	
  

 	
 Lawrence Bender Property Title Opinion

 	
  

 	
 $

 	
 3,495.50 

 	
  

 
	
 R&R Contracting

 	
  

 	
 Installation of Insulated Joint Bars

 	
  

 	
 $

 	
 2,984.60 

 	
  

 
	
 Canadian Pacific

 	
  

 	
 Private Siding Annual Fee

 	
  

 	
 $

 	
 530.00 

 	
  

 
	
 City of New Town

 	
  

 	
 Zoning Amendment Publication Fees

 	
  

 	
 $

 	
 300.26 

 	
  

 
	
 Mountrail County Treasurer

 	
  

 	
 2009 Real Estate Taxes

 	
  

 	
 $

 	
 103.17 

 	
  

 
	
 Mountrail County Recorder

 	
  

 	
 Quit Claim Deed Recording Fees

 	
  

 	
 $

 	
 59.00 

 	
  

 
	
 City of New Town

 	
  

 	
 Zoning Amendment Application Fee

 	
  

 	
 $



 	
 50.00 



 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 $

 	
 1,650,280.89

 	
  

 









Exhibit
D


Insurance
Required by Canadian Pacific Railway


	
  

 	
  

 	
  

 
	
 1.

 	
 Tenant shall at its own cost
 and expense, take out and keep in full force and effect a Commercial General
 Liability Insurance policy with an inclusive limit of not less than Twenty
 Five
 Million Dollars ($25,000,000) per occurrence for bodily injury and
 property damage, or any other increased amount as Canadian Pacific Railway
 (“CPR”) may reasonably require upon conducting reviews from time to time.
 Such insurance shall specifically state by its wording or by endorsement:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the policy extends to cover
 the contractual obligations assumed by Tenant under this Agreement with CPR;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the policy shall name CPR, its
 subsidiaries and affiliates as an additional insured;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the policy shall contain a
 “cross-liability” clause which shall have the effect of insuring each person
 firm or corporation insured thereunder in the same manner and to the same
 extent as if a separate policy had been insured to each; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the policy shall not be
 cancelled or materially altered unless written notice is given by Tenant to
 CPR thirty (30) days before the effective date of such cancellation or
 material alteration;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 shall not contain any
 provision which excludes railway operations.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 If Tenant is loading or
 unloading Hazardous Substances on the Private Siding, Tenant shall maintain a
 Commercial General Liability Insurance policy with an inclusive limit of not
 less than Twenty Five Million Dollars ($25,000,000) per
 occurrence for bodily injury and property damage or any other increased
 amount as CPR may reasonably require upon conducting reviews from time to time, and in addition to meeting
 the requirements in Section 1 a) through e), it shall extend to cover
 sudden and accidental discharge or release of Hazardous Substances.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Tenant covenants that it shall not load or unload any commodities or
 substances classified as PIH (poisonous by inhalation) or this Agreement
 shall automatically become null and void.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Tenant shall, prior to the
 effective date of this Agreement, and upon the insurance renewal date
 thereafter, furnish to CPR or Certificates of Insurance evidencing the above
 coverages. Upon request, Tenant shall provide CPR with certified copies of the insurance
 policies Tenant shall not make or cause to be made any material
 modification or alteration to the insurance, or to do or leave undone
 anything, which may invalidate the insurance coverage.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 The acquisition and
 maintenance of insurance policies by Tenant shall in no manner limit or
 restrict the liabilities incurred by Tenant under the provisions of this
 Agreement.