Exhibit 10.3


             SECOND ADDENDUM TO AMENDED AND RESTATED LOAN AGREEMENT

This Second Addendum to Amended and Restated Loan Agreement (the "Second
Addendum") is entered into as of the 5 day of September 2001, between John Deere
Construction and Forestry Equipment Company (f/k/a John Deere Construction
Equipment Company), Deere Credit, Inc., and John Deere Company, A Division of
Deere & Company (collectively referred to as the "Lender") and RDO Agriculture
Equipment Co. ("RDO Agriculture"), and RDO Equipment Co., RDO Financial Services
Co., RDO Material Handling Co., RDO Truck Center Co., RDO Construction Equipment
Co. ("RDO Construction") (such entities are referred to herein collectively as
the "Borrower").

                                    RECITALS

         A.       On July 31, 2000, Lender and Borrower entered into an Amended
                  and Restated Loan Agreement, which was amended pursuant to the
                  terms of an Addendum to Amended and Restated Loan Agreement
                  dated October 31, 2000 (as amended, the "Loan Agreement")
                  pursuant to which Lender extended a Line of Credit in the
                  maximum amount of One Hundred Five Million and 00/100 Dollars
                  ($105,000,000.00) to Borrower;

         B.       Lender and Borrower wish to amend the Loan Agreement to extend
                  the term of the Line of Credit and make certain other changes
                  in the Loan Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained in this
Second Addendum, and other good and valuable consideration, the receipt and
sufficiency of which is expressly acknowledged, the parties hereto agree as
follows:

         1.       Capitalized terms not defined in this Second Addendum shall
                  have the meaning provided to them in the Loan Agreement.

         2.       The definitions of Borrowing Base Amount and Borrowing Base
                  Certificate are amended to read in their entirety as follows:

         "Borrowing Base Amount" means, at the time in question an amount equal
         to the sum of all Eligible Value for the Eligible Inventory and the
         Eligible Receivables, less 20% of all merchant authorized accounts as
         defined in the Power Plan by Deere Terms and Conditions."

         "Borrowing Base Certificate" means a Certificate in the form attached
         to the Second Addendum to Amended and Restated Loan Agreement as
         Exhibit A."

         3.       The definition of Net Book Value is amended adding the
                  following language: "Material changes in valuation methods for
                  determining Net Book Value are subject to approval by Lender
                  with review of such methods to occur at a minimum annually.

         4.       The definition of Eligible Value is amended to read in its
                  entirety as follows:

         "Eligible Value" means, with respect to an item of Inventory, the
         following, as determined by Lender in its sole discretion:

         (a)      The Eligible Value for each item of New Equipment Inventory
                  shall be 95% of the Net Book Value of each item of New
                  Equipment Inventory.

         (b)      The Eligible Value for each item of Used Equipment Inventory
                  shall be 95% of the Net Book Value of each item of Used
                  Equipment Inventory.

         (c)      The Eligible Value for Eligible Trade Accounts Receivable
                  shall be 80% of the total amount of Eligible Trade Accounts
                  Receivable.

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         (d)      The Eligible Value for Eligible Government Receivables shall
                  mean the lesser of (i) 70% of the total amount of Eligible
                  Government Receivables or (ii) Five Million and 00/100 Dollars
                  ($5,000,000.00).

         (e)      The Eligible Value for Eligible Contracts in Transit shall be
                  90% of the total amount of Eligible Contracts in Transit.

         (f)      The Eligible Value for Affiliate Receivables shall mean the
                  lesser of (i) 70% of the total amount of Eligible Affiliate
                  Receivables or (ii)Two Million and 00/100 Dollars
                  ($2,000,000.00).

         (g)      the Eligible Value of Material Handling Inventory shall mean
                  the lesser of (i) 95% of Eligible Material Handling Inventory
                  or (ii) $2,000,000.

         5.       The definitions of Guarantor and Guaranty are hereby deleted.

         6.       The definition of Line of Credit Rate is amended to read in
                  its entirety as follows:

         "Line of Credit Rate" means a rate equal to the lesser of (i) "Citibank
         base rate" (the interest announced publicly from time to time by
         Citibank, N.A. in New York, New York as the base (or "prime") rate it
         uses in determining the rate of interest it charges on loans) which was
         in effect at the close of business on the 15th day of the preceding
         month minus 0.50%. or (ii) the maximum rate of interest allowed by
         applicable law. The Line of Credit Rate may be adjusted based upon
         Borrower's compliance with the terms of the memorandum from Lender to
         Borrower dated July 23, 2001, a copy of which is attached hereto as
         Exhibit B."

         7.       The following definitions are added to Section 1 of the Loan
                  Agreement in appropriate alphabetical order:

         "Eligible Affiliate Receivables" shall mean receivables arising from
         bona fide sale or lease of Eligible Inventory to companies affiliated
         by common ownership with Ronald D. Offutt.

         "Eligible Contracts in Transit" shall mean completed, pre-approved
         retail installment sale or lease contracts arising from the bona fide
         sale or lease of Eligible Inventory that meet all credit underwriting
         guidelines and are in the process of being assigned or sold under
         existing discount/purchase programs to finance companies or other
         lending sources. Contracts in transit will no longer be eligible if
         they are more than thirty days old."

         "Eligible Government Receivables" shall mean receivables arising from
         the bona fide sale or lease of Eligible Inventory with acceptable
         account debtors who are either municipal, county or state government
         entities with accounts that are less than ninety days old."

         "Eligible Material Handling Inventory" means machinery and equipment
         held for sale by the RDO Material Handling under valid manufacturer's
         dealer licenses.

         "Eligible Trade Accounts Receivable" shall mean receivables arising
         from the bona fide sale or lease of Eligible Inventory with acceptable
         account debtors, provided however such Eligible Trade Accounts
         Receivable shall not include:

         (a)      accounts with an account debtor who has any account which is
                  over 90 days from the date of invoice;

         (b)      accounts with concentration in excess of 10% of the total of
                  Accounts Receivables;

         (c)      accounts with account debtors who are affiliates of Borrower;

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         (d)      accounts with account debtors who are headquartered outside of
                  the United States;

         (e)      accounts which are contra accounts;

         (f)      accounts on which Lender may not have a first priority
                  perfected security interest;

         (g)      accounts with account debtors who have a pending bankruptcy
                  case.

         8.       The second sentence of Section 2 of the Loan Agreement is
                  amended to read as follows:

         "Each Advance made under this Line of Credit shall be for an amount
         that shall not be less than One Million and 00/100 dollars
         ($1,000,000.00)."

         9.       Section 3 of the Loan Agreement is amended to read in its
                  entirety as follows:

         "This Line of Credit shall mature on October 31, 2002, at which time
         all outstanding principal balance, plus accrued but unpaid interest
         shall be due and payable."

         10.      Section 11(ii) of the Loan Agreement is amended to read in its
                  entirety as follows:

         "(ii) the ratio of the Consolidated EBIT on a rolling four-quarter
         basis to Consolidated Interest Expense at the end each of the following
         fiscal quarters end to be greater than or equal to

                  31 July 2001              -.75 to 1.00
                  31 October, 2001          -.25 to 1.00
                  31 January 2002           1.00 to 1.00
                  At all times thereafter   1.50 to 1.00

         11.      Section 11(i) of the Loan Agreement is amended to read in its
                  entirety as follows:

         "The Tangible Net Worth plus Subordinated Indebtedness at any time must
         be greater than $63 million plus 75% the positive Consolidated Net
         Income for measurement periods beginning August 1, 2001, and for each
         subsequent fiscal year, to be greater than the minimum Tangible Net
         Worth plus Subordinated Indebtedness required for the previous fiscal
         year-end plus 75% of the positive Consolidated Net Income for the most
         recent fiscal year then ended.

         12. Except as expressly amended by this Second Addendum, the terms and
         conditions of the Loan Agreement remain in full force and effect. This
         Second Addendum may only be amended or modified by the terms of a
         written instrument signed by all parties hereto. This Second Addendum
         reflects the entire understanding of the parties with respect to the
         matters discussed herein.

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         IN WITNESS WHEREOF, the parties hereto have executed this Second
Addendum effective as of the date first above written.

LENDER:                                      BORROWER:

John Deere Construction and Forestry         RDO Equipment Co.
Equipment Company

By:  /s/ Jeffrey N. Miller                   By:  /s/ Thomas K. Espel
    ----------------------------                 ------------------------------

Its:  Division Manager                       Its:  Treasurer
    ----------------------------                 ------------------------------

John Deere Company, a Division of Deere &    RDO Financial Services Co.
Company

By:  /s/ Jeffrey N. Miller                   By:  /s/ Thomas K. Espel
    ----------------------------                 ------------------------------

Its:  Division Manager                       Its:  Treasurer
    ----------------------------                 ------------------------------

Deere Credit, Inc.                           RDO Material Handling Co.

By:  /s/ Jeffrey N. Miller                   By:  /s/ Thomas K. Espel
    ----------------------------                 ------------------------------

Its:  Division Manager                       Its:  Treasurer
    ----------------------------                 ------------------------------

                                             RDO Truck Center Co.

                                             By:  /s/ Thomas K. Espel
                                                 ------------------------------

                                             Its:  Treasurer
                                                 ------------------------------

                                             RDO Agriculture Equipment Co.

                                             By: /s/ Thomas K. Espel
                                                 ------------------------------

                                             Its:  Treasurer
                                                 ------------------------------

                                             RDO Construction Equipment Co.

                                             By: /s/ Thomas K. Espel
                                                 ------------------------------

                                             Its:  Treasurer
                                                 ------------------------------