exv10w11



 





Exhibit 10.11




AMENDED OPTION TO PURCHASE REAL PROPERTY




     IN CONSIDERATION of the sum of One Hundred Thousand Dollars ($100,000)
($25,000 payable on the execution of this Option Agreement; $35,000 payable on or
before November 20, 2006; and $40,000 [plus interest at the rate of 6 percent per annum
from November 15, 2006, to date of payment] on or before April 1, 2007), paid to Richard
Scott Carroll and D’wana Jean Carroll, husband and wife, hereinafter referred to as
“Sellers,” receipt of said $25,000 is hereby acknowledged, Sellers give and grant to
Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as
“Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase
the real property of Sellers situated in the County of Polk, State of Minnesota, particularly
described as:




That
part of the North Half of the Northwest Quarter (N1⁄2NW1⁄4) of
Section Ten (10), Township One Hundred Forty-eight (148) North of Range Forty-two (42) West
of the Fifth Principal Meridian, lying west of the Soo Line Railroad Right of Way;




AND




That
part of the North Half of the Northwest Quarter (N1⁄2NW1⁄4) of Section Ten
(10), Township One Hundred Forty-eight (148) North of Range Forty-two (42) West of the
Fifth Principal Meridian described as follows: Commencing at the northeast corner of the
NW1⁄4 of Section 10-148-42; thence in a westerly direction along the north line of said
NW1/4 a distance of 1200 feet to a point, which point is the point of
beginning of the tract herein conveyed; thence in a southerly direction and parallel with
the



 









 






east
line of said NW1⁄4 a distance of 60 rods (990 feet) to a point; thence in a westerly
direction and parallel with the north line of said NW1⁄4 a distance of 40 rods (660 feet) to
a point; thence in a northerly direction and parallel with the east line of said
NW1⁄4 a distance of 60 rods, more or less, to the north line of
said NW1⁄4 thence
in an easterly direction along the north line of said NW1⁄4 a distance of 40 rods, more or
less, to the point of beginning of the tract herein conveyed;


including all easements, rights of way, and appurtenances, and all of Sellers’ right, title,
and interest in all public ways adjoining the property.




     This option is given on the following terms and conditions:



SECTION ONE




PRICE AND TERMS OF PAYMENT




     The purchase price for the property shall be Four Hundred Forty-two Thousand
Dollars ($442,000), which shall be paid on exercise of this Option by Purchaser. The
Option payments (not including interest) shall be applied toward the total purchase price.



     In addition, in the event the Option is exercised when the Sellers have growing crop
on the premises, Sellers shall be entitled to remove said crop at harvest or be
compensated the fair market value of the lost crop as agreed in writing or as determined
by Minnesota Regional Extension Service if the parties are unable to agree.



SECTION TWO




PERIOD OF OPTION




     This Option may be exercised by giving notice of exercise to Sellers at P.O. Box
274, Erskine, Minnesota 56535, at any time during the period
commencing March 15, 2007, until April 1, 2007.



SECTION THREE




TITLE




     If the Option is exercised, Sellers shall, within thirty (30) days after the delivery to
Sellers of the notice of exercise, secure and submit to Purchaser for examination by



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Purchaser’s attorneys, an updated Abstract of Title. Within thirty (30) days thereafter, Purchaser
shall give notice in writing to Sellers of any defects in or objections to the title as so
evidenced, and Sellers shall clear the title of the defects and objections so specified.




     If Sellers fail to clear title to the extent required in this Option or to submit evidence of
Sellers’ ability to do so prior to closing, and such failure continues for ninety (90) days after
the date of exercise of the Option, Purchaser may clear title to the extent so required and charge
the cost of clearing to Sellers or, at Purchaser’s option, may terminate the contract by giving
thirty (30) days’ written notice to Sellers.



     Title to be conveyed as provided in this Option shall be merchantable title, free and clear
of all liens, encumbrances, restrictions, and easements.



SECTION FOUR




CLOSING




     Sellers shall be responsible for providing an updated Abstract of Title, Deed in recordable
form; and payment of deed tax. Purchaser shall be responsible for surveying costs, title
examination (or owner’s title insurance), and recording the Deed. Taxes and assessments in the year
of closing shall be prorated between the parties as of the date of the closing. Closing shall be
scheduled ten (10) days following determination that the title to the real estate is marketable.



SECTION FIVE




POSSESSION




     Sellers shall continue in possession of the property until the closing of the transaction,
and shall maintain the property in its present condition, reasonable wear from ordinary use
excepted. Possession shall be transferred to Purchasers at closing.



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SECTION SIX




HAZARDOUS SUBSTANCES




     Sellers hereby state that, to the best of Sellers’ knowledge, the real property is free of
hazardous substances as hereinafter defined and is not subject to any “Super-Fund” type liens or
claims by governmental regulatory agencies or other third parties arising from the release or
threatened release of hazardous substances in, on, or about the real property. For purposes of this
Agreement, hazardous substance means hazardous waste, toxic substances, polychlorinated biphenyls,
asbestos, or related materials and also includes, but is not limited to, substances defined as
hazardous substances or toxic substances in the Comprehensive Environmental Response Compensation
and Liability Act of 1980, as amended, 42 U.S.C. § 9061, et. seq., Hazardous Materials
Transportation Act, 49 U.S.C. § 6901, et. seq., or as hazardous substances, hazardous waste, or
pollutant or contaminant in the Environmental Response and Liability Act, Minn. Stat. § 115B.01,
et. seq. The term does include petroleum, including crude oil or any fraction thereof, natural gas,
natural gas liquids, liquefied natural gas, synthetic gas usable for fuel or mixtures thereof.



SECTION SEVEN




TESTING




     In the event soil testing or other testing is undertaken by Purchaser during the Option
period, Sellers shall be compensated in an amount to be determined by the Minnesota Regional
Extension service for any crop damage occurring on the parcel or adjacent area which is caused
directly or indirectly by said testing.



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SECTION EIGHT




NOTICES




     Any notice under this Option shall be given in writing to the party for whom it is
intended in person or by certified mail at the following address, or such future address as
may be designated in writing:



	 	 	 	 	 
	 

	 	Sellers:
	 	P.O. Box 274
	 

	 	 	 	Erskine, MN 56535
	 
	 	 	 	 
	 

	 	Purchaser:
	 	Donald Sargeant
	 

	 	 	 	President and Chief Manager
	 

	 	 	 	510 County Road 71
	 

	 	 	 	Crookston, MN 56716





to any successor or assignee of either party, at the address stated in the notice of succession or
assignment.




SECTION NINE




GOVERNING LAW




     This Option Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Minnesota.



SECTION TEN




AMENDMENT




     This Option Agreement may not be amended except by a written instrument
signed by the parties hereto. This Amended Option to Purchase Real Property shall amend the Option
to Purchase Real Property executed by the parties on July 8, 2006, and recorded in the Office of
the Polk County Recorder on July 12, 2006, at 9 a.m. as Document No. A000631612.



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SECTION ELEVEN




ASSIGNMENT AND SUCCESSION




     This Option and the contract resulting from its exercise shall bind and inure to the
benefit of the heirs, administrators, executors, successors, and assigns of the respective
parties. All rights of Purchaser under this Option may be assigned without restriction, but
notice of each assignment shall be given in writing to Sellers.



DATED this 17 day of November, 2005.




	 	 	 	 	 	 	 	 	 
	SELLERS:	 	 	 	PURCHASER:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	AGASSIZ ENERGY, LLC
	/s/ Richard Scott Carroll
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	RICHARD SCOTT CARROLL
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Donald Sargeant
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its
	 	Chief Manager
	 

	 	 	 	 	 	 	 	 
	/s/ D’Wana Jean Carroll
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	D’WANA JEAN CARROLL

	 	 	 	By	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 
	STATE OF MINNESOTA

	 	) 		 
	 

	 	)  ss.		 
	COUNTY
OF POLK

	 	) 		 






     The foregoing instrument was acknowledged before me this 17th day of November, 2006, by
Richard Scott Carroll and D’wana Jean Carroll, husband and wife, Sellers.








	 	 	 
	/s/ Wanda M. Johnson

	 
	Notary Public,	 	County Polk
	State of: MINNESOTA
	My Comm. Expires: Jan 31, 2010

















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	STATE OF MINNESOTA

	 	) 	 	 
	 

	 	) ss.
	 	 
	COUNTY OF POLK

	 	) 	 	 






     
The foregoing instrument was acknowledged before me this 28th
day of November, 2006, by Donald Sargeant, the
Chief Manager 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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