Exhibit 10.3
 AMENDMENT NUMBER THREE
to
AMENDED LETTER OF INTENT
by and between
FAGEN, INC.
and
MINNERGY, LLC
 Amendment Number Three Amendment Number Three Fagen Owner Parties
 LOI Amendment Number One Amendment Number Two
  Transaction Documents Closing Date
  (b)
    
    If the Construction Cost Index published by Engineering News-Record Magazine
(CCI) for the month in which a Notice to Proceed is given to Fagen is greater
than 7879.54 (February 2007), the Contract Price shall be increased by a percentage
amount equal to the percentage increase in CCI.




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(c)
    
    In addition to any adjustment provided for in Paragraph 2(b) hereof, Fagen
shall also add a surcharge to the Contract Price of one half of one percent (0.50%) for
each calendar month that has passed between June 2008 and the month in which a valid
Notice to Proceed is given to Fagen. By way of example, if a valid Notice to
Proceed is given six months after June 2008 and the CCI has increased by such date
two percent (2%) over the base CCI set forth in Paragraph 2(b), the total adjustment
to the Contract Price shall be two percent (2%) in accordance with Paragraph 2(b)
plus one half of one percent (0.50%) for each of the six months from June 2008 to
the delivery of a valid Notice to Proceed in accordance with this paragraph, for a
total adjustment of five percent (5%). In addition to the preceding example, if a
valid Notice to proceed is given one year after June 2008 and the CCI has increased
by such date two percent (2%) over the base CCI set forth in Paragraph 2(b), the
total adjustment to the Contract Price shall be two percent (2%) in accordance with
Paragraph 2(b) plus one half of one percent (0.50%) for each month from June 2008 to
the delivery of a valid Notice to Proceed in accordance with this paragraph, for a
total adjustment of eight percent (8%).
  (d)
    
    The Contract Price, as adjusted in accordance with Paragraphs 2(b) and 2(c)
hereof, but excluding any other adjustments available to the Parties pursuant to the
Design-Build Agreement, shall not exceed Eighty-Eight Million Three Hundred Thousand
Dollars ($88,300,000.00).
    11.
    
    Termination. This Letter of Intent will terminate on June 21, 2009 unless the
basic size and design of the Plant have been determined and mutually agreed upon, a
specific site or sites have been determined and mutually agreed upon, and at least 10%
of the necessary equity has been raised. This date may be extended upon mutual written
agreement of the Parties. Furthermore, unless otherwise agreed to by the Parties, this
Letter of Intent will terminate:
 (a)
    
    at the option of either Fagen or Owner if the Design-Build
Agreement is not completed and executed by the Closing Date; or
 (b)
    
    upon the execution and delivery of the Transaction Documents.
 Amendment Number Three to
MinnErgy, LLC Letter of Intent
  2




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IN WITNESS WHEREOF
 OWNER:
    
    
    
    FAGEN:MinnErgy, LLC
    
    
    
    Fagen, Inc.(Name of Owner)
    
    
    
    (Name of Design-Builder)/s/ Ronald L. Scherbring
    
    
    
    /s/ Ron Fagen(Signature)
    
    
    
    (Signature)Ronald L. Scherbring
    
    
    
    Roland Ron Fagen(Printed Name)
    
    
    
    (Printed Name)President
    
    
    
    CEO and President(Title)
    
    
    
    (Title)
 Amendment Number Three to
MinnErgy, LLC Letter of Intent
  3