exv10w17



 





Exhibit 10.17




AMENDMENT/EXTENSION OF

OPTION TO PURCHASE REAL PROPERTY




     THIS
AMENDMENT/EXTENSION dated this 30 day of March, 2007, by and between
David M. Czech and Delores R. Czech, husband and wife, hereinafter referred to as “Sellers,” and
Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to s “Purchaser”;



     WITNESSETH THAT:



     WHEREAS, the parties have entered into an Option to Purchase Real Property dated April
30, 2005, and recorded in the Office of the Polk County Recorder on May 12, 2005, as Document No.
A000622013; and



     WHEREAS, the terms of said Option to Purchase Real Property provide for a primary option
period ending March 31, 2006, and an extension option period
ending March 31, 2007; and



     WHEREAS, the parties have negotiated an extension of said Option to Purchase Real Property
for an additional one-year period, ending March 31, 2008, on the terms set forth herein;



     NOW, THEREFORE, it is agreed as follows:



 









 





     1. That the Option to Purchase Real Property by and between the parties dated April 30,
2006, and recorded in the Office of the Polk County Recorder on
May 12, 2005, as Document No.
A000622013, shall be amended to provide:




     A. That the real estate subject to the option shall be the real property situated in the County of Polk and State of Minnesota described as:




The Southwest Quarter of the Southeast Quarter (SE1/4SE1/4); the Southeast Quarter of
the Southwest Quarter (SE1/4SE1/4); and that part of the Northeast Quarter
of the Southwest Quarter (NE1/4SW1/4) lying south of the Great Northern Railroad
Right of Way, Section Three (3), Township One Hundred Forty-eight (148) North of
Range Forty-two (42) West of the Fifth Principal Meridian according to the United
States Government Survey thereof; and




That
part of the Southeast Quarter of the Southeast Quarter (SE1/4SE1/4) of Section
Three (3), Township One Hundred Forty-eight (148) North of Range Forty-two (42) West
of the Fifth Principal Meridian, lying South of the Great Northern Railway right of
way and West of U.S. Highway No. 59,




EXCEPT that part of the SE1/4SE1/4 of Section 3, Township 148
North of Range 42 West described as follows, to-wit: Beginning at the
Southeast corner of said Section 3; thence West along the south boundary line
of said Section 3 a distance of 470 feet to a point; thence at right angles
north to a point on the south boundary line of the Burlington Northern
Right-of-Way; thence in a southeasterly direction along the south boundary
line of the said Burlington Northern Right-of-Way to a point where said right
of way intersects with the east line of said Section 3; thence South along
the east line of said Section 3 to the point of beginning;




AND EXCEPT that part of the SE1/4SE1/4 of Section 3, Township 148 North of
Range 42 West described as follows, to-wit: Commencing at the southeast
corner of said Section 3, then west along the south boundary line of said
Section 3 a distance of 938 feet, which is the point of beginning of the
tract herein described; then continuing on the south line of Section 3 a
distance of 382 feet more or less, to the quarter quarter corner; then at
right angles north on the quarter quarter line to a point on the south
boundary line of Burlington Northern Railway Right-of-Way; then in a
southeasterly direction along the south boundary line of said Burlington
Northern Right-of-Way to a point which is 938 feet west of the east line of
Section 3, then southerly in a straight line to the point of
beginning:




AND EXCEPT that part of the SE1/4SE1/4 of Section 3, Township 148
North of Range 42 West described as follows, to-wit: Commencing at



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the southeast comer of said Section
 3, then west along the south line of said
Section 3 a distance of 470 feet, which is the point of beginning of the
tract herein described; then continuing on the south line of Section 3 a
distance of 468 feet more or less; then at right angles north to a point on
the south boundary line of the Burlington Northern Railway Right-of-Way; then
in a southeasterly direction along the south boundary line of said Burlington
Northern Right-of-Way to a point which is 470 feet west of the east line of
Section 3; then southerly in a straight line to the point of beginning.




     B. That Section Two, Period of Option and Extension, of the Option to Purchase Real
Property shall be amended to provide that the option may be continued for a second extension
period ending March 31, 2008.




     C. That Purchaser shall pay Sellers the sum of Five Thousand Dollars($5,000) for said
second extension on or before March 31, 2007. Said $5,000 payment, together with the $5,000
paid for the original option period and the $5,000 for the first extension, ($15,000 total)
shall be applied to the property purchase price ($60,000) set forth in the Option to Purchase
Real Property.




     D. That the remaining terms of the Option to Purchase Real Property dated April 30,
2005, shall continue in full force and effect.



	 	 	 	 	 	 	 	 	 	 	 
	SELLERS:	 	 	 	PURCHASER:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	AGASSIZ ENERGY, LLC
	/s/ David M.Czech
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 
	DAVID M. CZECH
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/  Donald Sargeant
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its	 	Chief Manager	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/
Delores R. Czech
	 	 	 	 	 	 	 	 	 	 
	 

DELORES R. CZECH

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/  Larry Altringer
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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	STATE OF MINNESOTA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	COUNTY OF SIBLEY

	 	 	)	 	 	 






     The
foregoing instrument was acknowledged before me this
30th day of March,
2007, by David M. Czech and Delores R. Czech, husband and
wife, Sellers.



	 	 	 
	 

	 	/s/  Joan R. Dose
	 

	 	 
	 
	 

	 	Notary Public, Sibley
County, MN
	 

	 	My Comm. Expires: Jan 31st, 2009
	 

	 	[Joan R. Dose Seal]







	 	 	 	 	 	 	 
	STATE OF MINNESOTA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	COUNTY OF POLK

	 	 	)	 	 	 






     The
foregoing instrument was acknowledged before me this 9th day of April,
2007, by Donald Sargeant and
Larry Altringer, the Chief
Manager and Treasurer,
respectively of Agassiz Energy, LLC, a Minnesota limited
liability company,
Purchaser.



	 	 	 
	 

	 	/s/  Daniel L. Rust
	 

	 	 
	 
	

	 	Notary Public, Polk County,
MN
My Comm. Expires:
	 

	 	 






THIS INSTRUMENT WAS DRAFTED BY:

Johannson, Rust, Stock

& Rasmusson, P.A.

P.O. Box 605

Crookston, MN 56716





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