exv10w20



 





EXHIBIT 10.20




     



December 22, 2004



Agassiz Energy, LLC

117 Kiehle Building

2900 University Ave.

Crookston, MN 56716-5001




Proposal: For the Erskine Ethanol Plant




Item 1. Track design, BNSF plan approval





	 	1)	 	Take this track design from conceptual phase to final
design. This plan, when completed, will meet all applicable
BNSF and FRA industry track standards. These services will
include plans for the construction of the track bed.
	 
	 	2)	 	R & R Contracting, Inc. will also obtain the required approval
from BNSF Engineering & CP Railroad, which will allow for
the actual construction of this plan.
	 
	 	3)	 	This will NOT include any city, state, and/or federal permitting if so required.
	 
	 	4)	 	This will NOT include any agreements between BNSF or CP
Railroad and the property owner, such as but not limited to,
the Construction Lease Agreement.
	 
	 	5)	 	Agassiz Energy LLC will provide R & R Contracting, Inc. with an existing site
survey, including topography, in a 3-D AutoCAD format
electronic data file. This data will include all the
necessary information to complete the work as described
above.

	 
	 	6)	 	 When completed, this plan will be available to
Agassiz Energy LLC for the use of bid letting to other
contractors.
	 
	 	Item 1 to be performed for the sum of $3,200.00 (three thousand two hundred dollars).
	 
	 	 	 	 Note: These fees will be waived or refunded with the signing of a contract for
the construction of above project’






The acceptance of this proposal will also require that Agassiz Energy LLC agree to a Right to
First Refusal of Contract with R & R Contracting, Inc.




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	Authorized Signature:

	 	/s/ WK Reimer
 

	 	 	 	 
	 

	 	 	 	 	 	R & R Contracting, Inc.
	Date:

	 	12/23/04
 

	 	 	 	 
	 
	Acceptance of Proposal:
	 	 	 	 
	 
	 	 	 	 	 	 
	Date of Acceptance:
	 	1/18/05
 

	 	 	 	 
	 

	 	 	 	 	 	Agassiz Energy LLC
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Donald Sargeant
 

	 	 	 	 






	 	 	 
	5201 North Washington Street 

Grand Forks, ND 58230

	 	Phone: 701-772-7667

Fax: 701-775-0158






Page 2 of 2









 








RIGHT OF FIRST REFUSAL




This agreement made as of December 22, 2004 between Agassiz Energy LLC, Erskine, MN,
(hereinafter the “Owner”) and R & R Contracting, Inc., 5201 — N. Washington St, Grand Forks, ND,
(hereinafter the “Grantee”).




	 	1.	 	In the event that the owner receives a bid (the “Offer”) from any person to
construct the described project, which the Owner is prepared to accept, the Owner shall
send to the Grantee notice in writing of its desire or intention to proceed with the bid
accompanied by a copy of the offer.
	 
	 	2.	 	Upon receipt of notice, the Grantee shall have fifteen (15) days from the date of
receipt to give the Owner notice (the “Intent to Match”) that it desires
and agrees to match the bid on the offered goods on the same terms and conditions
as are contained in the bid, provided that:






	 	a.	 	If the Grantee shall have given an Intent to Match, the Grantee shall
construct the
described project referred to in the Offer;
	 
	 	b.	 	If the Grantee shall not have given an Intent to Match within the
time provided,
the Grantee shall be deemed to have refused to match the offer; and
	 
	 	c.	 	In the event that the Grantee elects not to construct or match the
offer, then the
Owner may accept the offer and proceed, but only at the price and on the terms
and conditions contained in the offer.






	 	3.	 	In the event that the Grantee elects not to match to offer, and the project proceeds
forward with the design submitted by the Grantee, the Grantee will be compensated for
the use of the plans in the described project in the amount of ten thousand dollars
($10,000) to be payable by the Owner.
	 
	 	4.	 	The rights granted to the Grantee under this Agreement are personal to the Grantee.
Accordingly, the Grantee may not sell, assign or otherwise transfer any of its rights
under this Agreement without prior written consent of the Owner.
	 
	 	5.	 	This Agreement expresses the entire agreement between the parties concerning the
subject matter and supersedes all previous agreements, whether written or oral, between
the parties respecting the subject matter.
	 
	 	6.	 	This Agreement shall be binding upon the parties and their respective heirs,
executors, administrators and successors for a period beginning on the date of this
Agreement and ending on the third (3rd) anniversary thereof.
	 
	 	7.	 	This Agreement shall be governed by and construed in accordance with the laws of the
State of North Dakota.




IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	/s/ Larry Altringer

	 	 	 	/s/ Donald Sargeant
	 

	 	 	 	 
	Witness

	 	 	 	Person Granting Right of First Refusal
	 

	 	 	 	Agassiz Energy LLC
	 
	 	 	 	 
	/s/ Ron D. Lindborg

	 	 	 	/s/ WK Reimer
	 

	 	 	 	 
	Witness

	 	 	 	Person Receiving Right of First Refusal
	 

	 	 	 	R & R Contracting, Inc.