**Exhibit 10.13**

 

**NOTICE OF INTENT TO EXERCISEOPTION TO PURCHASE**

 
| **TO OWNERS:**         |   | **Douglas L. Tessmann and Heather C. Tessmann**                                                                                                                                                                                                         |
|------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |   | **Husband and wife as survivorship marital property**                                                                                                                                                                                                   |
|                   |   | **N7990 CTH EF**                                                                                                                                                                                                                                        |
|                   |   | **Cambria, WI  53923**                                                                                                                                                                                                                             |
|                   |   |                                                                                                                                                                                                                                                    |
| **FROM OPTIONHOLDER:** |   | **United Wisconsin Grain Producers, LLC**                                                                                                                                                                                                               |
|                   |   | **Post Office Box 247**                                                                                                                                                                                                                                 |
|                   |   | **Friesland, WI  53935-0247**                                                                                                                                                                                                                      |
|                   |   |                                                                                                                                                                                                                                                    |
| **COPY TO:**           |   | **Attorney John C. Frank**                                                                                                                                                                                                                              |
|                   |   | **Latrop & Clark**                                                                                                                                                                                                                                  |
|                   |   | **Attorneys for Tessmanns**                                                                                                                                                                                                                             |
|                   |   | **Post Office Box 1507**                                                                                                                                                                                                                                |
|                   |   | **Madison, WI  53701-1507**                                                                                                                                                                                                                        |
|                   |   |                                                                                                                                                                                                                                                    |
| **REGARDING:**         |   | **All that part of the Northwest Quarter lying West of the Chicago and  Northwestern Railroad, except lands described in Volume 187 of Deeds, Page  374, Section 27, Township 13 North, Range 12 East, Town of Randolph, Columbia  County, Wisconsin.** |
|                   |   | **Tax Parcel Nos.: 11-034-535, 11-034-536, 11-034-537, 11-034-539**                                                                                                                                                                                     |
|                        |        |                                                                                                                                                                                                                                                         |  |  |

 

**WHEREAS,**on November12, 2002, the above-named Owners and Optionholder entered into an Option toPurchase those lands described above and located in Section 27, Township 13North, Range 12 East, Town of Randolph, Columbia County, Wisconsin, consistingof 114.6 acres, more or less, a copy of which Option to Purchase is attachedhereto as Exhibit A; and

 

**WHEREAS,**saidagreement provides at Lines 9 through 18 thereof that notice of Optionholder’sintent to exercise the option to purchase shall be given to Owners anytime onor before March 1, 2004;

 

**NOW, THEREFOR, NOTICE IS HEREBY GIVEN**byOptionholder, United Wisconsin Grain Producers, LLC, to Owners, Douglas L.Tessman and 

 

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Heather C.Tessman, of Optionholder’s intent to so exercise said option to purchase at atotal purchase price of said option real estate of One Million Dollars.  Optionholder proposes to close on the optionreal estate described above in two separate transactions as set forth onExhibit B attached hereto and made a part hereof.

 

Dated this  22  day of  Sept      , 2003

 
|                                                                         |   | **OPTION HOLDER:**                        |
|------------------------------------------------------------------------------|--------|-------------------------------------------|
|                                                                         |   | **UNITED WISCONSIN GRAIN PRODUCERS, LLC** |
|                                                                         |   |                                      |   |
|                                                                         |   | By:                                       | Kevin Roche  - Kevin Roche |   |
| ***=PRINT NAME AND TITLE**                                                   |   | * president                               |   |
|                                                                         |   |                                      |   |
|                                                                         |   | **By:**                                   | Robert Lange  – Robert Lange |   |
|                                                                         |   |                                      | *** Sect.** |   |
|                                                                         |   |                                      |   |   |
| Receipt of  the foregoing Notice is acknowledged and the terms are accepted. |
|                                                                         |
|                                                                         |   |                                      |   |   |
|                                                                         |   | Douglas L.  Tessman                       |   |
|                                                                         |   | Douglas L.  Tessmann, Owner               |   |
|                                                                         |   |                                      |   |   |
|                                                                         |   | Heather C.  Tessman                       |   |
|                                                                         |   | Heather C.  Tessman, Owner                |   |

 

This documentdrafted by:

Attorney LanWaddell

Waddell of Columbus,S.C.

Attorneys forUWGP

Post OfficeBox 407

Columbus,WI  53925

(920) 623-1111

 

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**EXHIBIT A**

 

**NOTICE OF INTENT TO EXERCISE OPTION TOPURCHASE**

 
| **OWNERS:**       |   | **Douglas L. Tessmann and Heather C. Tessman** |
|-------------------|--------|------------------------------------------------|
|              |   |                                           |
| **OPTIONHOLDER:** |   | **United Wisconsin Grain Producers, LLC**      |

 

 

### **OPTION TO PURCHASE**

 

**November 12, 2003**

 

**[previously submitted]**

 

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**EXHIBIT B**

 

**NOTICE OF INTENT TO EXERCISE OPTION TOPURCHASE**

 

 
| **OWNERS:**       |   | **Douglas L. Tessmann and Heather C. Tessman** |
|-------------------|--------|------------------------------------------------|
|              |   |                                           |
| **OPTIONHOLDER:** |   | **United Wisconsin Grain Producers, LLC**      |

 

 

**TWO (2) SEPARATE CLOSINGS PROPSED**

 

 

**ClosingNo. 1:**

 

Real Estate:                                                                                  Entire optionreal estate parcel as described above LESS ten (10 acres with the buildings tobe surveyed off at Optionholder’s expense.

 

Portion of

Total Option

Purchase

Price:                                                                                                                   SevenHundred Thousand Dollars ($700,000)

 

Closing Date:                                                                        Asagreed upon but not sooner than September 2, 2003, and not later than January1, 2004.

 

Additional

Provisions:                                                                                    1.                                       Optionholderagrees that they will pay for any crop damages at the rate of $400/acre andOwners shall provide on-going information to Optionholder regarding such cropdamages.

 

2.                                       Optionholdershall cooperate with Owners in transferring corn base and Owners shall provideto Optionholder any documentation which requires their signature to accomplishthe same.

 

3.                                       With regard tothe option real estate which is subject to this Closing No. 1, Optionholderproposes to lease said lands back to Owners following closing in those terms

 

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and conditions as set forth in the Proposed Farm Lease Agreementattached hereto as Exhibit C.

 

**Closing No. 2:**

 

Real Estate                                                                                     Ten(10) acres with the buildings which were surveyed off of the total option realestate at Optionholder’s expense and excluded from the lands subject to ClosingNo. 1.

 

Balance of

Total Option

Purchase

Price:                                                                                                                   ThreeHundred Thousand Dollars ($300,000)

 

Closing Date:                                                                        Asagreed; but not sooner than June 4, 2004 nor later than June 30, 2004.

 

Additional

Provisions:                                                                                    1.                                       Optionholderagrees that they will pay for any crop damages at the rate of $400/acre andOwners shall provide on-going information to Optionholder regarding such cropdamages.

 

2.                                       With regard tothe option real estate which is subject to this Closing No. 2; being allbuildings including the residence and the approximately 10 acres to be surveyedoff of the original option real estate parcel, Optionholder proposes to leasesaid land and buildings back to Owners following closing on those terms andconditions as set forth in the Proposed Residential Lease Agreement attachedhereto as Exhibit D.

 

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**EXHIBITC**

 

**NOTICEOF INTENT TO EXERCISE OPTION TO PURCHASE**

 
| **OWNERS:**       |   | **Douglas L. Tessmann and Heather C. Tessman** |
|-------------------|--------|------------------------------------------------|
|              |   |                                           |
| **OPTIONHOLDER:** |   | **United Wisconsin Grain Producers, LLC**      |

 

**PROPOSED FARM LEASE AGREEMENTREGARDING CLOSING NO. 1 AS SET FORTH ON EXHIBIT A**

 

**THIS AGREEMENT**ismade this            dayof                     ,2003, by and between **United Wisconsin GrainProducers, LLC,**(hereinafter “Lessor”) and **Douglas L. Tessmann and Heather C. Tessmann**(hereinafter “Lessee”) for the use of the Lessor’s farmland described below asthe “Leased Premises” and located in Section 27, Township13 North, Range 12East, Town of Randolph, Columbia County, Wisconsin.

 

1.             **Leased Premises.** The Leased Premises shall consist of the following (description to beconfirmed by survey/titlework):

 

All that partof the Northwest Quarter lying West of the Chicago and Northwestern Railroad,

EXCEPT landsdescribed in Volume 187 of Deeds, Page 374, Section 27, Township 13 North,Range 12 East, Town of Randolph, Columbia County, Wisconsin,

ALSO EXCEPTapproximately ten (10) acres with buildings to be surveyed off of theabove-referenced parcel

ALSO EXCEPTlands designated by Lessor for construction purposes.

**Tax Parcels Nos: 11-034-535, 11-034-536,11-034-537, 11-034-539**

 

(hereinafter the “LeasedPremises”).

 

2.             **Term.**  The initialterm of this lease shall be from the date of the execution of this leaseagreement through December 31, 2004.

 

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3.             **Lease Payments.** Annual payments in the amount of $80.00 per acre shall be made and shallbe based on the planted acres which were included in the Option to Purchasebetween the parties dated November 12, 2003, and being part of “Closing No. 1”as set forth on Exhibit B, hereof. Payments are due in one single payment on July 1st of eachyear.

 

The actualnumber of acres subject to this lease agreement and the legal description ofthe Lease Premises shall be mutually agreed upon between the parties prior toLessee making the initial annual payment hereunder to Lessor.

 

4.             **Crop Damage Payments.** Lessor shall compensate Lessee for any acres which are disturbed byLessor for construction after such acres have been planted by Lessee.  Said compensation shall be paid at the rateof $400/acre, payable within 30 days of the damage occurring.  The rate of such payment shall be adjustedeach year by mutual agreement of the parties. The rate of such payment shall be $400.00 or more each year, asdetermined by mutual agreement of the parties.

 

5.             **Automatic Renewal.** This lease shall automatically renew for additional one-year periods onthe same terms unless written notice is delivered by one party to the other onor before September 1st of the then-current lease term of their intention todiscontinue this lease.  Said writtennotice shall be delivered to the other party at the address set forth below:

 
| United Wisconsin Grain                                         |   | Douglas  and Heather Tessman |
|----------------------------------------------------------------|--------|------------------------------|
|         Producers, LLC |   | N7990 CTH EF                 |
| Post Office Box 247                                            |   | Cambria,  WI  53923     |
| Friesland, WI  53935-0247                                 |   |                         |

 

Unless this lease earlier terminates, Lessor shall not rent the LeasedPremises, or any portion thereof, to any farmer renter, other than Lessee,during the 2004 through 2009 growing seasons.

 

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6.             **Renegotiation of Terms:**  All terms of any continuations under thislease may be renegotiated at the end of each lease term as set forth nextabove, except the per-acre rental price shall remain $80.00 per acre throughthe 2010 crop year season.

 

7.             **Termination.**  Upon notification by either party to the other of their electionto terminate this lease agreement pursuant to Paragraph 5 above, then Lesseeshall remove the current growing crop and their equipment no later than the endof the then-current lease year.  If, andonly if, extenuating circumstances prevent the removal of said crops by thelast day of the then-current lease year then, and only under thosecircumstances, Lessee shall remove said crops and equipment at the firstopportunity so as to free the land for the owner.  Under no circumstances shall Lessee have a date beyond March 31stfollowing the end of the year in which this lease is terminated to remove theircrops and equipment.  Any crops andequipment remaining in the field on April 1st following the end ofthe year in which this lease is terminated shall belong to Lessor to harvestand possess at Lessor’s discretion. Lessor may terminate all or any portion of this lease agreement at anytime there is a growing crop by paying Lessee the $400/acre damages as setforth at Paragraph 4 above.  If noticeis given regarding a need for additional acres prior to spring work orfollowing harvest, this lease will be terminated for those acres withoutadditional payment.

 

7.             **Assignment of Lease/Sublease:**  This lease shall not be assigned by Lesseenor shall any part of the Leased Premises be sublet by Lessee without the priorwritten permission of Lessor which permission is not anticipated to be given.

 

8.             **Surrender of Leased Premises Upon Termination.**  At the termination of this lease agreement,Lessee shall yield up all of the Leased

 

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Premises in such state of repair, cultivation, and management asexisted at the beginning of this lease agreement and in compliance with thecovenants contained herein.

 

9.             **Lessor’s Entry on Premises.**  Lessor may enter to view the Leased Premisesor to exhibit the same to a subsequent tenant or purchaser at all reasonabletimes without further permission from Lessee.

 

10.           **Lessee’s Right re: Crops.**  Lessee has the right to remove all corpsproduced on the Leased Premises during the term of the lease.

 

11.           **Agricultural Purposes Only.**  Lessee shall use the Leased Premises foragricultural purposes only suing normally-accepted and approved farmingmethods.

 

12.           **No Hunting.**  This lease agreement does not provide hunting privileges to theLessee on any portion of the Leased Premises.

 

13.           **Taxes.** Lessor shall pay all federal, state, county and municipal taxes whichare or shall become a lien against the Leased Premises by federal, state,county or city governments or any legally-constituted division thereof.

 

14.           **Insurance.**  The Leased Premises consist of farmland only and no buildings;therefore.  Lessee shall be responsiblefor insuring Lessee’s property on the Leased Premises.  In addition, Lessee shall maintain liabilityinsurance coverage in a minimum amount of $500,000.00 which shall name Lessoras an additional insured thereon and Lessee shall provide Lessor with evidenceof the same.

 

15.           **Condemnation of Leased Premises.**  Should the whole or any party of the LeasedPremises be condemned or otherwise appropriated to the use of any governmentalagency having jurisdiction thereof, the rent shall forthwith abate according tothe extent to which the premises have been condemned or appropriated.

 

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16.           **Binding Agreement.**  This lease agreement shall be binding uponthe parties hereto, the heirs, personal representatives, successors and assignsof the Lessee ad upon the assigns and successors in the interest of the Lessor.

 

18.           **Jurisdiction of Disputes.**  This agreement shall be interpreted underthe laws of the State of Wisconsin and any disputes regarding this agreementshall be decided in the courts of Columbia County, Wisconsin, unless otherwisespecifically agreed to by the parties, and the prevailing party in any disputeunder this agreement shall be allowed to recover both its damages andreasonable attorneys’ fees and costs.

 

***IN WITNESS WHEREOF***,we have hereunto set our hands and seals this 22  day of  Sept        , 2003.

 
| **LESSOR:**                             |                                     | **LESSEE:** |
|-----------------------------------------|------------------------------------------|-------------|
| UNITED  WISCONSIN GRAIN  PRODUCERS, LLC |                                     |        |
|                                    |                                     |        |
|                                    |                                     |        |
| By:                                     | Kevin Roche                              |        | Douglas L. Tessmann |   |
|                                    | *     President |        | Douglas L. Tessmann |   |
|                                    |                                     |        |   |   |
| By:                                     | Robert Lange                             |        | Heather C. Tessmann |   |
|                                    | *     Secretary |        | Heather C. Tessmann |   |
|                                         |                                          |             |  |  |  |

 

***=PRINT NAME AND TITLE**

 

This agreement drafted by:

Attorney Lan Waddell

Waddell of Columbus, S.C.

Attorneys for UWGP

Post Office Box 407

Columbus, WI 53925

(920) 623-1111

 

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