**Exhibit 10.15**

 

**KEYRAILROAD**

**DEVELOPMENT, LLC.**

**DIVISIONOF KEY ENGINEERING GROUP, LTD.**

**ENGINEERING****• CIVIL ARCHITECH****• COMPLIANCE**

 

W66 N215 Commerce CourtCedarburg, Wisconsin  53012(262) 375-4750(800) 645-7365Fax (262) 375-9680
| July 21,  2003                    |                                  |                      |
|-----------------------------------|---------------------------------------|---------------------------|
|                              |                                  |                      |
| Ms. Suzanne  Wendt                |                                  |                      |
| United  Wisconsin Grain Producers |                                  |                      |
| Post Office  Box 247              |                                  | *Via Fax: (920) 348-5009* |
| Friesland,  Wisconsin 53935-0247  |                                  | *and First Class Mail*    |
|                              |                                  |                      |
| Reference:                        | *Change Order Request No. 1 Addendum* |
|                              | United  Wisconsin Grain Producers     |
|                              | County Trunk  EF and State Highway 33 |
|                              | Friesland,  Wisconsin                 |
|                              | KEY ENGINEERING GROUP, LTD.           |
|                              | File No. R1203003                     |
|                                   |                                       |                           |  |

 

Dear Ms. Wendt:

 

Key Railroad Development, LLC (KEY Rail) issubmitting this change order request addendum of our contract, dated January27, 2003, to include engineering services for funding through a WisconsinDepartment of Transportation (WDOT), Transportation Economic Assistance (TEA)Grant.  United Wisconsin Grain Producers(UWGP) is interested in applying for a TEA Grant which may fund up to 50% ofthe project costs relating to transportation improvements.  This letter should be considered an addendumto KEY Rail’s April 2, 2003 *Change OrderRequest No. 1.*

 

The following paragraphs describe KEY Rail’swork scope, cost estimate, and project schedule to complete the project.

 

**PROJECT SCOPE OF SERVICES**

 

KEY Rail proposes to perform the followingtasks under this change order request:

 

•           Task5a – Bid Documents – Public Building

**AdditionalTasks**

•           Task7 – TEA Grand Application Completion

•           Task8 – Easement Description

•           Task9 – Bidding Assistance

 

**EXISTING TASK MODIFICATIONS**

 

**Task 5a –Bid Documents – Public Bidding**

 

KEY Rail will prepare bid documents for the construction of the track,discussed in Task 5 of the original contract dated January 27, 2003, to conformto the WDOT requirements covering a TEA Grant. The bid documents will include the bid information (forms anddirections), necessary construction plans and technical specifications forUWGP.  Since this will be a public bid,state wages and bidding and

 

**CEDARBURG       ****•****       RACINE       •       GREENBAY**

**www.keyengineering.com**

 

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performancebonds will be required.  Upon biddocument completion, KEY Rail will submit a copy to you, WDOT and the UnionPacific Railroad for final review and approval.  Upon receipt of comments, KEY Rail will finalize the biddocuments.  It is our understanding theFagen will provide the bid documents for grading, storm water structures, utilitymodifications and unloading/loading structures.

 

**ADDITIONALTASKS**

 

**Task 7 – TEA Grant Application Completion**

 

KEY Rail willmanage, prepare and complete the final TEA Grant Application.  This completion requires an engineeringstatement of the project description; a conceptual design and an opinion ofprobable construction costs.  Thisconceptual design has already been prepared. KEY Rail will also compile information obtained from the Municipalityand UWGP as part of this application. KEY Rail will provide further assistance to include the ProgrammaticEnvironmental Report (PER) initial correspondence; and notice to NativeAmerican tribes.  Note, we have assumedthat a simple PER is required with no complicating environmental or historicalfactors.  If a more rigorousenvironmental or historical assessment is required, KEY Rail will provide thoseadditional services on a separate time and material basis.

 

KEY Rail willalso attend the TEA Grant meeting to assist the Municipality and UWGP in theproject discussions.  KEY Rail willassemble the completed TEA Grant application and forward a draft copy to WDOT,municipality and UWGP for review and comments. Upon receipt of comments, KEY Rail will submit a final version ofapplication for review and approval. KEY Rail will also track the approval process and maintain correspondencewith client.

 

**Task 8 – Easement Description**

 

KEY Rail willprovide a legal description of the required easement onto the UWGP property forthe proposed yard track.  The easementdescription will comply with the TEA Grant requirements and will be included bythe WDOT Bureau of Railroad and Harbor as part of the contract agreements.  The cost to provide this easement assumesthat UWGP will provide KEY Rail with a legal description and current boundarysurvey of the property on which the yard track will be located.

 

**Task 9 – Bidding Assistance**

 

KEY Rail willassist the municipality with the bidding process including incorporating themunicipality’s specific contract requirements for the bid package.  The requirements include projectadvertising; insurance and bonding; monitoring of contractor bid questions;handling any necessary contract addenda, as necessary, and distributingaccordingly; conducting the pre-construction meeting; working with themunicipal attorney to review and finalize construction contracts; reviewing ofbids and conducting bid recommendations; meeting with the Municipal Board toaward the project; and issing final award, notice to proceed and contractdistribution.

 

**ESTIMATEDPROJECT FEES**

 
| **Existing Task Modifications**                    |   |   |   |
|----------------------------------------------------|--------|--------|--------|
| Task 5a – Bid Documents – Public Bidding |   | $      | 2,000  |   |
| **Additional Tasks**                               |   |   |   |
| Task 7 – TEA Grant Application Completion     |   | $      | 13,500 |   |
| Task 8 – Easement Description                 |   |   |   |
| Task 9 – Bidding Assistance                   |   |   |   |

 

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|   | **Client**   |                       |   |
|--------|--------------|----------------------------|--------|
|   |         |                       |   |
|   | Accepted by: | *Kevin Roche*              |   |
|   |         |                       |   |
|   | Title:       | *President*                |   |
|   |         |                       |   |
|   | Date:        | ***7 – 7 – 03*** |   |
|   |         |                       |   |
|        |              |                            |        |  |  |

 

 

Please call us at (262)375-4750 should you have any questions regarding this proposal.

 

Sincerely,

 

KEY ENGINEERING GROUP, LTD.

 

D’Arcy J. Gravelle

Senior Project Manager

 

DIG/sef

 

Attachments:                        Standard Fee ScheduleGeneral Conditions of Service

 

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