AGREEMENT

Exhibit 10.33

AGREEMENT

This Agreement is made by and among MinnErgy, LLC, a Minnesota limited liability company, (the “Company”), and the undersigned (each a “Guarantor” and collectively the “Guarantors”), each of whom is a member of the Company and a guarantor of obligations of the Company to Winona National Bank (the “Lender”).

Whereas, the Lender has agreed to make loans and advance funds to the Company, (the outstanding balance of which, together with interest, collection costs and other amounts owing by the Company to the Lender constitutes the “Indebtedness”); and

Whereas, the Lender has required and the Guarantors have agreed to furnish individual guaranties of the Indebtedness (the “Guaranties”), each of which is limited to a specific amount of the Indebtedness; and

Whereas, the Company has agreed to compensate the Guarantors for giving their Guaranties, as provided herein; and

Whereas, the Guarantors have agreed among themselves to share any liabilities upon the Guaranties in proportion to amounts of their respective Guaranties, as shown in Exhibit A attached hereto;

Now, Therefore, the parties agree as follows:

1. Each Guarantor agrees to execute and deliver to the Lender a Guaranty of the Indebtedness, in form and manner required by the Lender, limited to the amount of the Indebtedness listed on Exhibit A.

2. The Company agrees to pay to each Guarantor, as consideration for giving his Guaranty, a sum equal to seven percent (7%) of the amount of his Guaranty. Such payments are conditioned upon the closing of the loan and equity offering for the Company’s ethanol project, more particularly described in the Company’s Registration Statement on Form SB-2 as filed with the Securities and Exchange Commission. Payments shall be made immediately after such closing. If such closing does not occur, the Guarantors shall receive no compensation for their Guaranties, but shall have the rights and responsibilities described herein.

3. Each Guarantor agrees to pay and discharge his pro rata share of any liability asserted against one or more of the Guarantors upon the Obligations, promptly upon receipt of notice of a demand therefore from the Lender or any Guarantor.

3. If any Guarantor pays more than his pro rata share of the Obligations, he shall be entitled to recover from each of the other Guarantors their respective pro rata shares, together with his costs, including reasonable attorney’s fees, incurred in enforcing this Agreement.

4. Any Guarantor who satisfies the Obligations may take an assignment of the Lender’s rights in notes and other loan documents and in any security for the Indebtedness, and he shall be

entitled to enforce such rights according to their terms against the Company and other Guarantors.

5. This Agreement shall be binding upon and inure to the benefit of each of the parties, and their respective heirs, representatives and assigns. This Agreement shall not be altered or affected by any change in or termination of ownership by any of the parties, or by any other event or transaction, except the written agreement of all parties.

6. Any notice required or permitted hereunder shall be sufficiently given if delivered in person to a party, or if mailed or sent by fax transmission or e-mail to a party at an address or number on file with the Company.

7. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original; and Guarantors may execute this Agreement by signing separate signature pages to be attached hereto.

In witness whereof, the Company and the undersigned Guarantors have executed this Agreement, effective as of April 11, 2008.

MinnErgy, LLLC

By		Xxxxxx X. Xxxxxx
Its		Chairman

/s/ Xxxxxx X. Xxxxxx		/s/ Xxxxxx X. Xxxxxxxx
/s/ Xxxx Xxxxxxxx		/s/ Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxxxx		/s/ Xxxx Xxxxx
/s/ Xxxxxxx X. Xxxxxx		/s/ Xxxxxx X. Xxxx
/s/ Xxxxx X. Xxxxxx		/s/ Xxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx		General Manager, all American Co-op.

Exhibit A

Cost Analysis of Recorded Mortgage vs. Negative Pledge*

		Recorded				Negative
		Mortgage				Pledge
Appraisal		$	5,000			$	0
Title Insurance		$	3,500			$	0
Mortgage Registry Tax		$	4,700			$	0
Recording Fees		$	100			$	0
Attorney Fees		$	3,000			$	300
TOTAL		$	16,300			$	300

* Costs are estimated given credit requests of similar dollar amount and purpose.

MinnErgy Ownership/Guarantor Analysis

		Ownership Interest				Guarantor Interest of
Governor/Officer		in MinnErgy				Loan Amount in $
Xxx Xxxxxx			7.27	%		$	100,000
Xxxxx Xxxxxx			7.27	%		$	100,000
Xxxx Xxxxxx			6.66	%		$	1,000,000
Xxxx Xxxxxxxx			6.01	%		$	50,000
Xxxx Xxxxx			5.26	%		$	100,000
Xxx Xxxxxxxx			5.26	%		$	100,000
Xxx Xxxx			5.26	%		$	100,000
All American Co-op			5.26	%		$	100,000
Xxx Xxxxxxxxxx			4.82	%		$	0
Xxx Xxxxxxxxxx			3.82	%		$	100,000
Xxxxxxx Xxxxxx			3.82	%		$	100,000
Xxxx Xxxxxx			1.40	%		$	100,000
Associate Investors			0.00	%		$	0
TOTAL			62.11	%		$	1,950,000