Exhibit 10.10


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

          This Settlement Agreement and Mutual Release ("Agreement") is made and
entered this 28th day of December 2000 between and among Ronald D. Offutt, RDO
Equipment Co. (RDO), its affiliates and subsidiaries (hereinafter collectively
"RDO Parties"), John Deere Construction Equipment Company ("Deere"), its
affiliates and subsidiaries (Hereinafter collectively "Deere Parties") and
Nortrax, Inc., its affiliates and subsidiaries (hereinafter collectively
"Nortrax Parties").

          WHEREAS, certain claims, disputes and controversies have arisen
between and among the parties which have resulted in the filing of the
arbitration action entitled John Deere Construction Equipment Company and
affiliates, RDO Equipment Co. and affiliates, and Nortrax, L.L.C., AAA Case No.
51 180 0036000 in Chicago, Illinois (the "arbitration") and court actions
entitled RDO Equipment Co., et al. V. Nortrax, L.L.C. et al., Case No.
CT00-009838, filed in the District Court, Fourth Judicial District, County of
Hennepin, State of Minnesota and RDO Construction Equipment Co., et al. V.
Credit Suisse First Boston Corporation, et al. Case No. A3-00-146, filed in the
United States District Court for the District of North Dakota (the arbitration
and the court actions hereinafter collectively, the "Actions");

          WHEREAS, Offutt, the RDO Parties, the Deere Parties and the Nortrax
Parties desire to resolve such claims, disputes and controversies, and avoid
further costs of litigation;

          NOW, THEREFORE, in consideration of the parties' ongoing business
relationship and the dismissal of the Actions described above, the parties
hereby settle, release and agree as follows:

          1.   Nothing contained in the Agreement shall be construed as any
               admission of liability by a party or any concession with respect
               to the merits or lack of merit of any claim or defense of any
               party.

          2.   The RDO Parties for themselves and their officers, directors,
               agents, employees, attorneys, successors, heirs and assigns
               (collectively, the "RDO Releasors"), for good and valuable
               consideration, the receipt of which is hereby acknowledged,
               forever remise, release and discharge and covenant not to sue
               John Deere Construction Equipment Company, and its past, present
               and future parents, subsidiaries, divisions, affiliates,
               predecessors, shareholders, officers, directors, agents,
               employees, representatives, attorneys, heirs, successors and
               assigns (all of whom are collectively referred to as the "Deere
               Releases"), Nortrax, Inc. and its past, present and future
               parents, subsidiaries, division, affiliates, predecessors,
               shareholders, officers, directors, agents, employees,
               representatives, attorneys, heirs, successors and assigns and
               Nortrax II, Inc., and its past, present and future parents,
               subsidiaries, divisions, affiliates, predecessors, shareholders,
               officers, directors, agents, employees, representatives,
               attorneys, heirs, successors and assigns (all of whom are
               collectively referred to as the "Nortrax Releasees") of and from
               any and all claims, demands, causes and rights of action, suits,
               defenses, debts, rights, sums of money, accounts, bills,
               contracts, agreements, liabilities, damages, costs, expenses,
               attorneys' fees and any other liabilities or obligations, known
               or unknown, alleged or unalleged, now existing or hereafter
               arising out of or relating to or resulting from any actions,
               conduct, contracts, omissions or other matter of any kind or
               nature whatsoever, to and including the date of this Agreement in
               any forum, including state and federal court or arbitration or
               administrative agency, including but not limited to any claim
               that has been made, could have been made or may be made in the
               Actions, provided, however, that this Agreement shall not release
               or discharge the Deere Releasees from any obligations under other
               written agreements between any RDO Party and Deere Party with
               respect to sales or marketing programs and product support,
               finance, and/or dealer recognition programs provided to John
               Deere Construction Equipment dealers, and further provided that
               this Agreement shall not release or discharge the Nortrax
               Releasees from their obligations in any direct business dealings
               with the RDO Releasors that are unrelated to the allegations and
               matters that are the subject of the Actions.

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          3.   The Deere Parties for themselves and their officers, directors,
               agents, employees, attorneys, successors, heirs and assigns
               (collectively, the "Deere Releasors"), for good and valuable
               consideration, the receipt of which is hereby acknowledged,
               forever remise, release and discharge and covenant not to sue the
               RDO Parties, and their past, present and future parents,
               subsidiaries, divisions, affiliates, predecessors, shareholders,
               officers, directors, agents, employees, representatives,
               attorneys, heirs successors and assigns (all of whom are
               collectively referred to as the "RDO Releasees") of and from any
               and all claims, demands causes and rights of action, suits,
               defenses, debts, rights, sums of money, accounts, bills,
               contracts, agreements, liabilities, damages, costs, expenses,
               attorneys' fees, and any other liabilities or obligations, known
               or unknown, alleged or unalleged, now existing or hereafter
               arising out of or relating to or resulting from any actions,
               conduct, contracts, omissions or other matter of any kind or
               nature whatsoever, to and including the date of this Agreement in
               any forum, including state and federal court or arbitration or
               administrative agency, including but not limited to any claim
               relating in any way to any claim that has been made, could have
               been made or may be made in the Actions, provided, however, that
               this Agreement shall not release or discharge the RDO Releasees
               from any claim or obligation under any other written agreement
               between any Deere Party and RDO Party pertaining to indebtedness
               or obligations owed to the Deere Releasors by the RDO Releasees
               for products, services or financing, or pertaining to RDO
               Releasees' obligations under retail or wholesale financing or
               leasing arrangements, repurchase agreements, leases, government
               buy-back agreements, bonding agreements or insurance agreements.

          4.   The Nortrax Parties for themselves and their officers, directors,
               agents, employees, attorneys, successors, heirs and assigns
               (collectively, the "Nortrax Releasors"), for good and valuable
               consideration, the receipt of which is hereby acknowledged,
               forever remise, release and discharge and covenant not to sue the
               RDO Releasees of and from any and all claims, demands, causes and
               rights of action, suits, defenses, debts, rights, sums of money,
               accounts, bills, contracts, agreements, liabilities, damages,
               costs, expenses, attorneys' fees, and any other liabilities or
               obligations, known or unknown, alleged or unalleged, now existing
               or hereafter arising out of or relating to or resulting from any
               actions, conduct, contracts, omissions or other matter of any
               kind or nature whatsoever, to and including the date of this
               Agreement in any forum, including state and federal court or
               arbitration or administrative agency, including but not limited
               to any claim relating in any way to any claim that has been made,
               could have been made or may be made in the Actions, provided,
               however, that this Agreement shall not release or discharge the
               RDO Releasees from their obligations in any direct business
               dealings with the Nortrax Releasors that are unrelated to the
               allegations and matters that are the subject of the Actions.

          5.   The parties hereto acknowledge that some RDO parties and David
               Frambers are parties to certain written agreements. ("Frambers'
               Agreements"). The parties hereto expressly acknowledge and agree
               that the release language herein shall not release or discharge
               Mr. Frambers from any future obligations, but only actions in the
               past, under the Frambers' Agreements, and shall not release or
               discharge any RDO Party from any obligations under the Frambers'
               Agreements. Further, the RDO Releasors acknowledge and agree
               that, in addition to the release in paragraph 2 herein, the RDO
               Releasors release and discharge the Nortrax Releasees from any
               obligations, claims, or liabilities (including those set forth in
               the Frambers' Agreements) arising solely from the fact that any
               Nortrax Party continues to employ David Frambers. The RDO
               Releasors acknowledge and agree that the Nortrax Releasees (other
               than David Frambers) have no obligations to the RDO Parties under
               the Frambers' Agreements.

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          6.   The RDO Parties agree that the Deere Parties shall have the sole
               discretion to determine whether the RDO Parties or any other
               entity shall be appointed to any additional areas of
               responsibility, and

               a.   that the RDO Parties shall have no claim and that they shall
                    pursue no claim, in law or in equity, in arbitration or
                    litigation, against the Deere Parties or the Nortrax Parties
                    after the date of this Agreement arising from RDO's failure
                    to be appointed by the Deere Parties to any additional area
                    of responsibility;

               b.   that the RDO Parties shall have no claim and that they shall
                    pursue no claim, in law or in equity, in arbitration or
                    litigation, against the Deere Parties, the Nortrax Parties
                    or any other entity owning a Deere dealer in which Deere has
                    an ownership interest ("Nortrax X") for any action or
                    inaction by the Deere Parties, the Nortrax Parties, Nortrax
                    X, or any Credit Suisse First Boston entity ("CSFB") on and
                    after the date of this Agreement, concerning any acquisition
                    or investment in any other Deere dealer occurring during the
                    period that the Deere Parties have a direct or indirect
                    equity investment in the Nortrax Parties or Nortrax X;

               c.   that the RDO Parties shall have no claim and that they shall
                    pursue no claim, in law or in equity, in arbitration or
                    litigation, against the Nortrax Parties for any action or
                    inaction by the Deere Parties, the Nortrax parties, Nortrax
                    X, or CSFB on and after the date of this Agreement,
                    concerning any acquisition or investment in any other Deere
                    dealer occurring during the period that the Deere Parties or
                    CSFB have a direct or indirect equity investment in the
                    Nortrax Parties;

               d.   that the RDO Parties agree that they shall have no claim and
                    that they shall pursue no claim, in law or in equity, in
                    arbitration or litigation, against CSFB for any action or
                    inaction by the Deere Parties, the Nortrax Parties, Nortrax
                    X, or CSFB on and after the date of this Agreement,
                    concerning any acquisition or investment in any other Deere
                    dealer occurring during the period that CSFB has a direct or
                    indirect equity investment in the Nortrax Parties or Nortrax
                    X.

          7.   All claims pending in the Arbitration shall be withdrawn and the
               parties to the Arbitration shall notify the arbitration panel and
               the American Arbitration Association that the matter has been
               settled.

          8.   All claims pending against the CSFB in Federal District Court,
               Fargo, North Dakota shall be dismissed with prejudice in a form
               satisfactory to CSFB.

          9.   RDO Construction Equipment Co. ("RDOCEC") shall execute
               simultaneously herewith the new Dealership Agreement and Exhibit
               7 as mutually agreed upon between RDOCEC and Deere for each of
               RDOCEC" three areas of responsibility.

          10.  The RDO Parties shall execute the Release and Covenant Not to
               Sue, attached as Exhibit 1 hereto, simultaneously herewith,
               pertaining generally to the market potential limitation as
               mutually agreed upon between the RDO Parties and Deere.

          11.  The RDO Parties shall effectuate the relief sought by John Deere
               Ag in the pending arbitration pertaining generally to an alleged
               "locations clause" violation in or around Salinas, California
               within 120 days hereof or sign a confession of judgment in that
               arbitration satisfactory to John Deere Ag.

          12.  Ronald D. Offutt shall issue a press release pertaining to
               certain personnel matters within RDO as required by Deere.

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          13.  Deleted

          14.  Each party, at its own expense, shall return, delete, or destroy
               all documents, copies of documents, and summaries and indices
               thereof (including electronic) produced in discovery in this
               matter within 10 business days of a request from the other party
               specifying whether and which documents are to be returned,
               deleted, and/or destroyed.

          15.  Any dispute between the Deere Parties and the RDO Parties arising
               under this Agreement and/or side letter agreement shall be
               resolved pursuant to the terms of Exhibit Five (5) of the three
               Dealership Agreements executed by RDOCEC simultaneously with this
               Agreement.

          16.  The parties represent that all necessary corporate action has
               been taken to authorize each of them to execute this Agreement
               and has consulted with legal counsel before executing this
               Agreement and the other agreements executed simultaneously
               herewith.

          17.  The substantive law of the State of Illinois shall govern this
               Agreement without regard to conflict of law rules.

          18.  Each party further represents and warrants that it has neither
               relied upon nor been induced by any representation, statement, or
               disclosure of the other party, but has relied upon its own
               knowledge and judgment in entering into the Agreement.

          19.  This Agreement cannot be modified, nor any party's rights
               hereunder waived, except in writing, and no waiver of any
               provision hereof shall preclude enforcement of any other
               provision hereof, or subsequent enforcement of the provision
               waived. This Agreement cannot be assigned without the prior
               written consent of the parties, which consent may be withheld
               with or without cause

          IN WITNESS THEREOF, the parties have executed this Agreement on the
first day written above.

RDO EQUIPMENT CO.                      JOHN DEERE CONSTRUCTION EQUIPMENT COMPANY

By       /s/ Ronald D. Offutt          By       /s/ Dominic Ruccolo
    -----------------------------          --------------------------------
Its      CEO                           Its      Manager, Finance Operations
    -----------------------------          --------------------------------


RDO CONSTRUCTION EQUIPMENT CO.         NORTRAX, INC.

By       /s/ Ronald D. Offutt          By       John Gelp
    -----------------------------          --------------------------------
Its      CEO                           Its      VP/CFO
    -----------------------------          --------------------------------

RONALD D. OFFUTT, AN INDIVIDUAL

         /s/ Ronald D. Offutt
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