CONTRACT

Exhibit 10.13

0000 XXXXX XXXXXXXXXX XXXXXX PHONE: 000-000-0000
XXXXX XXXXXX, XX 00000 FAX: 000-000-0000

[R & R CONTRACTING, INC. LOGO]

railroad construction, design, & repair

CONTRACT

THIS AGREEMENT, Made this 7th day of November, 2005, by and between R & R
Contracting, Inc., a North Dakota corporation, hereinafter called "Contractor",
and Red Trail Energy, LLC., hereinafter called the "Owner". WITNESSETH, that the
Contractor and the Owner for the considerations hereinafter named agree as
follows:

ARTICLE 1. SCOPE OF THE WORK.

The Contractor shall furnish all the materials and perform all of the work
described in the Plans & Specifications dated October 14, 2005 in the amount of
$2,848,500.00, and shall do everything required by this agreement and the
specifications.

ARTICLE 2. TIME OF COMPLETION.

The engineering and purchasing required under this Contract shall be
commenced no later than November 21, 2005 (based on contract award date of Nov.
9, 2005) and the project completed by September 1, 2006.

ARTICLE 3. PROGRESS PAYMENTS.

The Owner shall make payments in the following amounts:

20% Contract award

35% 50% of track materials delivered to site (within 45 days of
contract award)

45% Progress payments *

* Lien waivers will be required prior to final 25% payment.

Upon receipt of written notice that the work is ready for final inspection
and acceptance, the Owner shall promptly make such inspection. When the Owner
finds the work acceptable and the Contract fully performed he shall promptly
issue a final certificate, over his own signature, stating that the work
provided for in this Contract has been completed and is accepted by him under
the terms and conditions thereof, and that the entire balance found to be due
the Contractor, and noted in said final certificate, is due and payable.

If after the work has been substantially completed, full completion thereof
is materially delayed through no fault of the Contractor, the Owner shall,
without terminating the Contract, make payment of the balance due for the
portions of the work fully completed and accepted. Such payment shall be made
under the terms and conditions governing final payment, except that it shall not
constitute a waiver of claims.

Any additional work outside the scope of work not included in the original
specifications shall be performed by the contractor pursuant to the terms of a
written change order which shall describe the additional work and the amount to
be paid for the same be signed by the contractor and owner.

All requests for payment shall be paid upon receipt. All payment requests
which remain unpaid after 30 days shall bear interest at the rate of 1 1/2 % per
month.

ARTICLE 4. THE CONTRACT DOCUMENTS.

The Specifications together with this Agreement, form the Contract, and
they are as fully a part of the Contract as if hereto attached or herein
repeated.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

R & R CONTRACTING,INC. RED TRAIL ENERGY, LLC

/s/ Xxx Xxxxxxxx /s/ Xxxxxxx X. Xxxx
------------------------------------- ----------------------------------------
Xxx Xxxxxxxx Xxxxxxx X. Xxxx
DATE 11/7/05 DATE 11-8-05

BID FORM

PROJECT:
EARTHWORK & RAILROAD FOR
RED TRAIL ENERGY, LLC
RICHARDTON, NORTH DAKOTA

BIDDER: NAME: R & R Contracting, Inc.

ADDRESS: 0000 X. Xxxxxxxxxx Xx.
Xxxxx Xxxxx, XX 00000

CONTACT: Xxx Xxxxxxxx

PHONE NUMBER: 000-000-0000

CONTRACT BASE BID:

Contractor agrees to provide all material, equipment and labor to perform all
work required to complete the Earthwork and Railroad for Red Trail Energy, LLC.

Two million eight hundred forty-eight Dollars ($ 2,848,500.00) thousand five
hundred dollars & no/100's

MATERIAL DETAILS:

1. Rail Class and Weight Class I & II #112

2. Ballast type Ballast type crushed rock

CONTRACT TIME:

Based on a contract award date of November 9, 2005, Contractor agrees to begin
construction not later than November 21, 2005. Project will be completed by
September 1, 2006.

/s/ Xxx Xxxxxxxx CM-Construction 11/7/05
------------------------------------- Title Date
Signature
Xxx Xxxxxxxx

NOTE: RED TRAIL ENERGY RESERVES THE RIGHT TO REFUSE ANY OR ALL BIDS.

PROPOSAL AND

SPECIFICATIONS FOR

CONSTRUCTION

(LOGO)

PROPOSAL AND SPECIFICATIONS

FOR

CONSTRUCTION

EARTHWORK & RAILROAD

FOR

RED TRAIL ENERGY, LLC
RICHARDTON, NORTH DAKOTA

October 14, 2005

SUBJECT: INVITATION TO BID
EARTHWORK & RAILROAD FOR
RED TRAIL ENERGY, LLC
RICHARDTON, NORTH DAKOTA

CONTRACTORS:

Enclosed is the proposal and specifications for the construction of this project
as prepared by R&R Contracting, Inc. on behalf of Red Trail Energy, LLC.

This earthwork and railroad project shall be under one contract. Therefore, a
bidder shall include pricing for both scopes of work (earthwork and railroad).
It shall be the responsibility of the contractor to ensure that all scopes of
work are covered within the bid.

THE COMPLETION DATE FOR THIS PROJECT IS SEPTEMBER 1, 2006.

BIDS WILL BE ACCEPTED UNTIL 1:00PM (MST), NOVEMBER 4, 2005. Fax the completed
bid to Red Trail Energy, (000)000-0000.

Based on a November 9, 2005 contract award date, earthwork will be required to
start no later than November 21, 2005.

All questions relating to this proposal need to be submitted to Xxxx Xxxxxx at
Red Trail Energy in writing by November 1, 2005. Please email questions to the
following address: xxxx@xxxxxxxxxxxxxx.xxx.

PROJECT DESCRIPTION (GENERAL SUMMARY)

This project consists of the construction of 6 spur tracks (approximately 21,100
track feet), with the main spur track being connected to the BNSF Mainline east
and west of the ethanol plant. Included within this track construction is the
installation of 12-No.l1 turnouts, 3-double switch point derails, and 3-24 foot
full depth timber crossings.

TRACK NO.1 begins at the 14' clearance point off of the mainline connection west
of the plant and extends east approximately 8565 feet to the 14' clearance point
of the east mainline connection.

TRACK NO.2 begins at the point of switch (T.O. #12) and extends east
approximately 2255 feet to the point of switch (T.O. #9).

TRACK NO.3 begins at the point of switch (T.O. #11) and extends east
approximately 2210 feet to the point of switch (T.O. #8).

WEST CROSSOVER TRACK begins at the point of switch (T.O. #8) and extends
approximately 395 feet to the point of switch (T.O. #10).

TRACK SEGMENT begins at the point of switch (T.O. #8) and extends east
approximately 165 feet to the point of switch (T.O. #7).

EAST CROSSOVER TRACK begins at the point of switch (T.O. #7) and extends
approximately 395 feet to the point of switch (T.O. #4).

TRACK NO.4 begins at the point of switch (T.O. #6) and extends to the east
approximately 2785 feet to the point of switch (T.O. #1).

TRACK NO.5 begins at the point of switch (T.O. #7) and extends to the east
approximately 2740 feet to the point of switch (T.O. #2).

TRACK NO.6 begins at the point of switch (T.O. #5) and extends to the east
approximately 1590 feet to the point of switch (T.O. #3).

The earthwork shall consist of excavation, embankment, and the placing of
subballast as per plan cross sections. Borrow material needed will be taken from
the south backslope east of the plant at the discretion of the Owner.

The work includes all work required to strip the vegetation and topsoil,
grading, installation of subballast, railroad, ballast, drainage culverts, and
replacing topsoil. The work will also include railroad flagging and all other
work required to complete the work as shown on the plans.

All quantities stated in the plans or work description is estimated. It is the
Contractors responsibility to verify all quantities and complete the work as
required. All work shall be done in accordance with the BNSF Industrial Track
specifications, and/or Red Trail Energy requirements.

EARTHWORK SCOPE OF WORK (GENERAL SUMMARY)

The earthwork shall include all the work required to bring the subgrade up to
the required elevations, place the subballast, and provide positive drainage for
the trackbed. The following shall be included within the scope of work:

Stripping of vegetation and topsoil within the areas of excavation and
embankment, stockpile and respread topsoil (6" minimum) on all disturbed areas
upon completion of grading. Finish grading will be required after railroad
construction is completed.

All grading required to reach the design elevations as per plan. Grading shall
be completed as per BNSF requirements. The following procedures may be needed to
successfully complete this earthwork: sub-cutting, de-watering, scarifying,
reinforcement fabric, etc.

Grading for the BNSF mainline switch installations.

Installing any and all drainage culverts needed to provide positive drainage.

Installation of subballast. The subballast shall be ND DOT Class 13 gravel.

Construction of gravel approaches for the new railroad crossings.

Coordination with other on-site contractors.

Any flagging as required by BNSF for the railroad construction.

All required personnel safety as required by BNSF.

Final grading of all disturbed areas.

Construction staking and blue topping. Centerline coordinate data will be
provided to Contractor.

Compaction testing.

NOTE: The right side of the earthwork has been partially completed from station
33+00 through station 57+00. This area will require the installation of
subballast and final grading by Contractor.

REPORT OF SOIL INVESTIGATION

A report of soil investigation was prepared by Midwest Testing Laboratory, Inc.
for the plant construction. Contact Red Trail Energy.

Any additional investigation will be the responsibility of the grading
contractor.

THE OWNER WILL BE RESPONSIBLE FOR THE FOLLOWING:

Erosion control and seeding.

Utility adjustments or installations.

RAILROAD SCOPE OF WORK (GENERAL SUMMARY)

The scope of work of the railroad shall include all the work required to install
the new tracks as per the plan. The following shall be included within the scope
of work:

TRACK NO. 1

Minimum of 112#, Class I rail. New grade 4 (7"x 8") or grade 5 (7"x 9") hardwood
ties.

TRACKS NO. 2-6

Minimum of 112#, Class I rail is required within curves. Class II rail may be
used in tangents. New or relay grade 4 or grade 5 hardwood ties.

Construction of all tracks using a minimum of 112 lb rail and all required ties,
plates, spikes, anchors and OTM. Tracks will be constructed to meet or exceed
BNSF Industrial Track specifications.

Construction of all turnouts and derails where shown on the plan. All turnouts
will be a minimum of 112 lb Class I, with new grade 5 (7"x 9") switch ties.

Connection to the BNSF mainline at the 14' clearance points on the two new
mainline turnouts.

Installation of ballast. Ballast will be crushed rock, or granite, meeting AREMA
Size No. 4 gradation.

Installation of walkway where required.

Installation of all required railroad crossings.

Any flagging as required by BNSF for the earthwork.

All required personnel safety as required by BNSF.

CONSTRUCTION STAKING. Centerline coordinate data will be provided to Contractor.

NOTE: The ethanol rail loadout containment will be addressed at a later time.
Final corn unload pit design is not complete at this time.

MINIMUM INSURANCE REQUIREMENTS

COMMERCIAL GENERAL LIABILITY (OCCURRENCE FORM):

Coverage must be endorsed to cover incidents that occur within 50 feet of
railroad property. Coverage must specifically reflect that the definition for
insured contract has been amended to eliminate the restriction

$4,000,000 - General Aggregate
$2,000,000 - Each Occurrence

COMMERCIAL AUTOMOBILE LIABILITY COVERAGE:

Must indicate coverage for Any Auto or Owned, Hired or Borrowed, and
Non-owned Vehicles

$1,000,000 - Combined Single Limit
Or
$750,000 - Bodily Injury per Person
$1,500,000 - Bodily Injury per Accident
$250,000 - Property Damage

WORKER'S COMPENSATION AND EMPLOYERS LIABILITY COVERAGE:

Statutory Worker's Compensation Insurance

RAILROAD PROTECTIVE LIABILITY:

Furnished by Owner

PAYMENT TERMS

20% Contract award
35% 50% of track materials delivered to site (within 45 days of contract
award)
45% Progress payments *

* Lien waivers will be required prior to final 25% payment.

BID FORM

PROJECT:

EARTHWORK & RAILROAD FOR
RED TRAIL ENERGY, LLC
RICHARDTON, NORTH DAKOTA

BIDDER: NAME: ________________________________________________________________

ADDRESS: _____________________________________________________________

_____________________________________________________________

CONTACT: _____________________________________________________________

PHONE NUMBER: ________________________________________________________

Contract BASE BID:

Contractor agrees to provide all material, equipment and labor to perform all
work required to complete the Earthwork and Railroad for Red Trail Energy, LLC.

__________________________________________________________ Dollars ($__________)

MATERIAL DETAILS:

1. Rail Class and Weight ____________________

2. Ballast type ____________________

CONTRACT TIME:

Based on a contract award date of November 9, 2005, Contractor agrees to begin
construction not later than November 21, 2005. Project will be completed by
September 1, 2006.

------------------------------------- -------------------- -----------------
Signature Title Date

NOTE: RED TRAIL ENERGY RESERVES THE RIGHT TO REFUSE ANY OR ALL BIDS.

CONTACTS:

RED TRAIL ENERGY XXXX XXXXXX, GENERAL MANAGER PH. (000)000-0000

BNSF RAILROAD XXX XXXXXX, ROADMASTER PH. (000)000-0000

R&R CONTRACTING, INC. XXX XXXXXXXX, GM-CONSTRUCTION PH. (000)000-0000

ATTACHMENTS:

ETHANOL RAIL LOADOUT AREA

AREMA RAIL GRADING CLASSIFICATION

BNSF GUIDELINES FOR INDUSTRIAL TRACK PROJECTS

[DIAGRAM]

Rail

TABLE 4-2-9. RECOMMENDED RAIL GRADING CLASSIFICATION

MAXIMUM RAIL WEAR - INCHES
RAIL --------------------------
WEIGHT TOP GAGE GENERAL RAIL USE AND RAIL CONDITION
------- ----- ---- -----------------------------------

CLASS I

140 1/4 1/2 Main Line use - Very minor engine xxxxx
132-131 3/16 1/2 and corrugation.
122 5/32 7/16
115 1/8 3/8
112 1/8 1/4
100 1/8 1/8
90 1/8 1/8

CLASS II

140 3/8 3/4 Branch Lines - Small engine xxxxx and
132-131 5/16 3/4 corrugation.
122 5/16 3/4
115 5/16 3/4
112 5/16 1/2
100 3/16 1/4
90 1/4 3/16

CLASS III

140 5/8 7/8 Light Branch Lines - Medium engine xxxxx
132-131 7/16 7/8 and corrugation, may be pitted and show
122 1/2 7/8 some oxidation.
115 3/8 3/4
112 3/8 3/4
100 1/4 1/4
90 5/16 5/16

CLASS IV

140 3/4 1 Yards - Any xxxxx not mashed or
132-131 9/16 1 fractured.
122 11/16 1
115 1/2 7/8
112 1/2 7/8
100 7/16 7/8
90 3/8 3/8

[MAP]

AREMA Manual for Railway Engineering

BURLINGTON NORTHERN SANTA FE

DESIGN GUIDELINES
FOR
INDUSTRIAL TRACK PROJECTS

BNSF

(BURLINGTON NORTHERN SANTA FE RAILWAY LOGO)

ENGINEERING SERVICES

0000 XXXXXX XXXXXX
XXXXXX XXXX, XX 00000

MARCH 0000

XXXXXXXXXX XXXXXXXX XXX XXXXX XX XXXXXXX XX.

STANDARDS FOR UNIT TRAIN/LOOP FACILITIES

1. ROADBED:

Roadbed and ballast section for industrial trackage shall conform to the
special roadbed section (see appendix, page A-2). Embankment side slopes to
be minimum of 1.5:1. All embankments shall be compacted to a density of not
less than 95% of the maximum standard laboratory density, and not more than
+4 percentage points above the optimum moisture content, unless otherwise
specified on the drawings. The standard laboratory density and optimum
moisture content shall be the maximum density and optimum moisture as
determined in accordance with ASTM Designation: D 698 (Standard Xxxxxxx
Test). Compaction shall be accomplished by sheep's foot rollers,
pneumatic-tired rollers, steel-wheeled rollers, vibratory compactors, or
other approved equipment. Use construction procedures and drainage design
that will provide a stable roadbed.

Subballast shall be crushed gravel or crushed stone with a minimum 75% of
the material having two fractured faces. Subballast must meet the quality
requirements of ASTM Designation: D 1241 and be approved by the Engineer.

2. CURVATURE:

Maximum degree of curve shall not exceed 7(degree)30' (764.49' radius). All
curves are defined using the chord definition method. A minimum tangent
length of 200 feet must be placed between reversing curves. No turnouts
(switches) can be placed in a curve.

3. PROFILE GRADE:

Track profile grades shall be limited to a maximum of 1.5%. Grades steeper
than 1.5% will require approval by BNSF Engineering and Division General
Manager. For loop tracks, the maximum grade will be 0.5%. Other
restrictions may be defined for individual projects.

4. VERTICAL CURVES:

Vertical curves must be provided at break points in profile grade. The rate
of change shall not exceed 1.0 in summits or 0.5 in sags. Vertical curves
shall not extend into limits of turnout switch ties. See appendix, pages
A-27 and A-28 for BNSF's standard for vertical curves.

5. TRACK:

For New Unit Train Facilities minimum rail section is 112-lb and continuous
welded rail (CWR) is recommended. Hardwood ties shall be new 7" X 8" (No.
4) or 7" X 9" (No. 5), 8'-6" long, placed on 21.5" centers. Each rail will
be spiked with two spikes per tie plate on tangent track staggered with
inside spikes to the east or north and outside spikes to the west or south.
On curves a third spike is required on the gauge side of the rail. Rail
anchorage shall be provided at a minimum rate of 16 anchors per 39' panel.
Continuous welded rail (CWR) shall be box-anchored every other tie.
Concrete ties can be spaced at 28" center to center with an 8" ballast
section.

6. TURNOUTS:

All main line, controlled siding and passing track turnouts will be a
minimum new No. 11-136 lb. and include either a spring-rail frog or a
rigid, railbound manganese frog, as specified by BNSF Engineering. For
other turnouts maintained by BNSF, a No. 11-115 lb. is the minimum (see
appendix,

pages A-13 to A-18). Main line turnout switch ties shall be new and
hardwood. All mainline, controlled siding and passing track turnouts and
trackage are to be placed by BNSF personnel out to the 14' clearance point.

Mainline, controlled siding and passing track turnouts will require the
placement of a construction berm alongside the track to allow assembly of
the turnout, with no disruption to traffic. After the turnout is assembled,
a track window is obtained to remove the trackage and insert the turnout.
An example of a construction berm is shown in the appendix on page A-5.

For turnouts placed off of BNSF property and/or maintained by the Customer,
and operated by BNSF, a No. 11 - 112 lb. turnout will be the minimum. All
switch stands need to include a "30 Degree" handle (see appendix, page
A-20).

7. DERAILS:

A derail shall be placed on all tracks connecting with a main line, siding,
or industrial lead. Derails protecting mainline tracks and controlled
sidings shall be double switch point (see appendix, page A-19) and
installed so that the derailed car is directed away from BNSF trackage.
Derails shall be placed a minimum of 50 feet behind the 14' clearance
point, and placed on tangent track where possible. The type of derail and
actual location may be determined by Operating Department requirements. A
second derail may be required where BNSF locomotives are parked during unit
train loading operations. BNSF's Operating department will determine the
necessity and type. If required, placement will be 275 feet from first
derail. A "Derail" sign needs to be placed next to the derail.

8. STRUCTURES:

Bridges, drainage structures, track hoppers, retaining walls, etc. shall be
designed to carry Xxxxxx E-80 live load with diesel impact. Structures
shall be designed per American Railway Engineering and Maintenance of Way
Association (AREMA) Manual chapters 1, 7, 8, or 15 as applicable, and
designed by a licensed engineer. See AREMA standards for unloading pits.
All structural plans will need to be reviewed and approved by BNSF
Engineering.

9. ROAD CROSSINGS

The standard for a road crossing surface installed and maintained by the
BNSF is concrete plank (for 136-lb. rail) placed on 10-ft. switch ties.
Also, ten 10-ft. switch ties are placed on both ends of the crossing,
replacing any standard cross-ties. For crossings installed and maintained
by the Customer, a concrete plank is recommended, with a wood plank surface
as acceptable (see appendix, pages A-21 to 23).

10. CLEARANCES:

BNSF will adhere to the "Clearance Requirements By State," BNSF Dwg. No.
2509, Sheet No. 1 (see appendix, page A-24) for each state. If a state does
not have its own clearances, the "BNSF Minimum Clearances Diagram," BNSF
Dwg. No. 2509, Sheet No. 2 (see appendix, page A-25) will apply. Side
clearances for curves should have an additional 1-1/2" per degree of
curvature. Warning signs will be installed for all close clearances less
than standard (see appendix, page A-26).

All new tracks constructed will maintain a minimum distance of 25 feet for
track centers from any main track, controlled siding or passing track. New
tracks adjacent to other tracks will maintain a minimum distance of 14 feet
for track centers.

At road crossings the set-back distance for storing rail cars on multiple
adjacent tracks (track centers less than 25') is 250 feet from the edge of
roadway. For single tracks, the setback distance varies for each state and
is regulated by the states' appropriate agencies, BUT 150 FEET FROM THE
EDGE OF ROADWAY IS THE MINIMUM. However, operating conditions may require
greater distances.

11. WALKWAYS:

Walkways on bridges and adjacent to switches and trackage are governed by
the appropriate State Public Service Commission, Railway Commission or
other State and/or Federal agencies. Due to revised FRA Airbrake and Train
Handling Rules, outbound trains are required to have an airbrake inspection
on both sides of the train. New shuttle projects will be required to have a
minimum 13' inspection road on one side and a minimum 8.5' walkway on the
other. See Appendix pp. A-3 and A-4 for typical sections of roads and
walkways.

12. SIGNALS AND ELECTRICAL SERVICE

CUSTOMER SHALL PROVIDE ELECTRICAL SERVICE TO BNSF PROPERTY SHOULD THE
PROPOSED TRACKWORK REQUIRE POWER FOR THE SIGNAL FACILITIES. The requirement
and locations will be identified at the initial meeting.

13. ACCESS ROAD:

Unless otherwise directed a road will be required that will provide access
to inspect the entire train prior to movement from the facility. Due to
revised FRA Airbrake and Train Handling Rules, outbound trains are required
to have an airbrake inspection on both sides of the train. New shuttle
projects will be required to have a minimum 13' inspection road on one side
and a minimum 8.5' walkway on the other. See Appendix pp. A-3 and A-4 for
typical sections of roads and walkways. A standard section with a 13-ft
wide roadway is shown in the appendix, page A-4. The roadway can be
constructed using subballast materials as specified in the Roadbed section
of this document.

14. INSPECTION:

BNSF's Division Engineer representative should inspect all track materials
prior to placement to avoid subsequent removal of sub-standard material.
BNSF personnel will also inspect the track before placing it into service.

15. GENERAL:

a. Minimum Track Length: 7,200 feet of clear track length for unit train
facilities

b. Loading and unloading tracks should be designed so that they are
completely independent of railroad operating lines and passing tracks
such that loading and unloading operations in no way interfere with
train operations. Design of trackage is to be approved by BNSF
Engineering, and the track layout (location of switches and derails)
to be approved, in writing, by the Division General Manager.

c. Pipelines under track are to be encased per BNSF requirements.
Wirelines are to be installed per BNSF requirements. Refer to "BNSF
Utility Accommodation Guide" booklet.

d. The effect on sight distance must be considered when planning
construction of trackage in the vicinity of any grade crossings. The
required sight distance should be determined and preserved when
performing and designing for construction near any grade crossing.
Check with the Dept. of Transportation for each state's regulations.
Less than the required sight distance will be the liability of the
Industry.

Maintenance of Way Operating Rule No. 6.32.4:

"Leave cars, engines, or equipment clear of road crossings and
crossing signal circuits. If possible, avoid leaving cars, engines, or
equipment standing closer than 250 feet from the road crossing when
there is an adjacent track (<25' track centers)."

e. An earthen berm (see appendix, page A-5) or suitable bumping post or
wheel stop shall be installed at the end of track.

f. CUSTOMER IS RESPONSIBLE FOR ALL GRADING INCLUDING PLACING ALL
SUBBALLAST UP TO BNSF BALLAST AND THE PLACEMENT OF A CONSTRUCTION
BERM, IF REQUIRED.

g. Customer to acquire any additional property required to construct
grade and drainage. If the proposed trackage or facility will increase
runoff onto BNSF property, a detailed drainage plan needs to be
submitted for review prior to construction. Drainage should be handled
in a manner as not to overload current drainage structures on BNSF
property.

h. CONTRACTOR MUST NOT AT ANY TIME FOUL THE MAIN LINE TRACKS. A BNSF
flagman will be required, at the Contractor's expense, when working
within 25 feet from centerline of the track.

XXXXXXXXXX XXXXXXXX XXX XXXXX XX XXXXXXX XX.

SPECIFICATIONS FOR CONSTRUCTION OF INDUSTRIAL TRACKAGE BY
PRIVATE CONTRACTOR

CONTRACTOR'S RESPONSIBILITY

By acceptance of the contract the contractor assumes complete responsibility for
construction of the work. The Contractor should understand that any work not
specifically mentioned in the written specifications, but which is necessary,
either directly or indirectly, for the proper carrying out of the intent
thereof, shall be required and applied, and will perform all such work just as
though it were particularly delineated or described. Contractor should also
understand that final approval of the track for service is the prerogative of
the Railroad and close contact with Railroad's System Engineering and Division
Engineer (if applicable) is required. No work is to be performed on Railroad's
right-of-way, or in such proximity as to interfere with the Railroad's tracks or
roadbed, without advance permission by the Railroad, including insurance and if
necessary, flagging protection.

INSURANCE REQUIREMENTS

Contained within the Contract for Industrial Track Agreement to be signed prior
to construction.

GRADING

The work covered by this section of the specifications consists of furnishing
all plant, labor, material and equipment and performing all operations in
connection with construction of track roadbed, including clearing and grubbing,
excavation, construction of embankments and incidental items, all in accordance
with the contract drawings and specifications.

The Contractor shall load, haul, spread, place and compact suitable materials in
embankments and shall finish the embankments to the grade, slope and alignment
as shown in the plans. Suitable materials shall consist of mineral soils free
from organics, debris, and frozen materials. Embankment slopes shall be
compacted and dressed to provide a uniform and dense slope. Embankments shall be
built with approved materials from excavation of cuts or from borrow unless
otherwise shown on the plans.

If materials unsuitable for embankments (organics, debris, brush and trees,
etc.) are encountered within the areas to be excavated, or material existing
below the designated subgrade in cuts or within areas on which embankments are
to be placed are of such nature that stability of the roadbed will be impaired,
such material shall be removed and wasted or stockpiled for other use. Topsoil
removed from embankment areas shall be spread uniformly over the embankment
slopes.

Wherever an embankment is to be placed on or against an existing slope steeper
than four horizontal to one vertical, such slope shall be cut into steps as the
construction of the new embankment progresses. Such steps shall each have a
horizontal dimension of not less than three feet and a vertical rise of one
foot.

At all times, the Contractor shall operate sufficient equipment to compact the
embankment at the rate at which it is being placed. Compaction shall be
accomplished by sheep's foot rollers, pneumatic-tired rollers, steel-wheeled
rollers, vibratory compactors, or other approved equipment. Use construction
procedures and drainage design that will provide a stable roadbed.

Each layer in embankments made up primarily of materials other than rock shall
not exceed 6" in loose depth and shall be compacted to the dry density as
specified hereinafter before additional layers are placed. All embankments shall
be compacted to a density of not less than 95% of the maximum standard
laboratory density, and not more than +4 percentage points above the optimum
moisture content, unless otherwise

specified on the drawings. The standard laboratory density and optimum moisture
content shall be the maximum density and optimum moisture as determined in
accordance with ASTM Designation: D 698 (Standard Xxxxxxx Test). Copies of soil
test results shall be furnished to owner.

On top of the embankment fill, the Contractor shall place a minimum of 6 inches
of granular sub-ballast which meets the above criteria and contains no material
larger than that which will pass through a (3) inch square sieve. Subballast
shall be crushed gravel or crushed stone with a minimum 75% of the material
having two fractured faces. Subballast must meet the quality requirements of
ASTM Designation: D 1241 and be approved by the Engineer. Additional sub-ballast
may be required as determined from an engineering soil analysis.

Unsuitable material removed from embankment foundations or below subgrade
elevation in excavation areas shall be replaced to grade with suitable material
compacted as specified for embankments in these specifications.

ROADBED AND BALLAST SECTION

Minimum roadbed and ballast section for track shall conform to "Typical Sections
for Industry Track," BNSF Dwg. No. 1000, Sheet No. 3 (see appendix, page A-2).
Compliance with all applicable State and Federal rules and regulations regarding
walkways is required.

CORRUGATED METAL CULVERTS

These instructions cover the selection, installation, and fabrication of
circular type zinc coated (galvanized) corrugated steel culverts for nominal
diameters of 36-inch to 96-inch, inclusive. Additional protective coatings may
be specified or allowed by the Railroad System Engineering. The minimum diameter
for all culverts installed under main tracks or tracks maintained by BNSF is 36
inches. This diameter will allow for inspection and cleaning. For culverts
maintained by the Customer, 24 inches is the minimum diameter.

Galvanized corrugated steel pipe shall be manufactured in accordance with ASSHTO
Specifications M 36 and M 218. All areas of surface rust on re-corrugated ends
or lockseams shall be painted using the hot-dip or metallizing process.

Design, installation, and fabrication shall be in accordance with current
American Railway Engineering and Maintenance of Way Association (AREMA)
Specifications Chapter 1, Part 4, Culverts. Additionally, all culvert pipe shall
meet the requirements shown in Table 1.

TABLE 1

Nominal Nominal* Minimum** Nominal Thickness Rivet**
Diameter Corrugation Width of Lap Thickness U.S. Std. Diameter Max. Min.
(Inches) (Inches) (Inches) (Inches) Gage (Inches) Cover Cover
-------- ------------- ------------ --------- ---------- -------- ----- -----

36 2-2/3 x 1/2 2 0.109 12 3/8 40' ***
42 2-2/3 X 1/2 3 0.138 10 3/8 70' ***
42 3 x 1 & 5 x 1 3 0.109 12 7/16 70' ***
48 2-2/3 x 1/2 3 0.138 10 3/8 65' ***
48 3 x 1 & 5 x l 3 0.109 12 7/16 70' ***
54 2-2/3 x 1/2 3 0.168 8 3/8 60' ***
54 3 x 1 & 5 x l 3 0.138 10 7/16 75' ***
60 2-2/3 x 1/2 3 0.168 8 3/8 55' ***
60 3 x 1 & 5 x 1 3 0.138 10 7/16 70' ***
66 3 X 1 & 5 X 1 3 0.138 10 7/16 60' ***
72 3 X 1 & 5 X 1 3 0.168 10 7/16 65' ***
84 3 X 1 & 5 X 1 3 0.168 8 7/16 55' ***
96 3 X 1 & 5 X 1 3 0.168 8 7/16 45' ***

* Where two types of corrugation are acceptable, the use of standard 2-2/3" x
1/2" material is preferred, if available. 5 x 1 corrugations to be used
only on helical pipe.

** For riveted pipe.

Pipes 48 inches or greater in diameter shall be shop-elongated 5 percent of
their diameter in a vertical direction and have lifting lugs.

*** Minimum cover to be one-half diameter of culvert pipe from top of subgrade
to top of pipe.

Due to settlement of culvert pipes, cambering longitudinally is recommended to
improve the flow line profile after settlement. This is accomplished by laying
the upstream half of the pipe on a flatter grade than the downstream half.
Riveted pipe shall be placed with the inside circumferential laps pointing
downstream and with the longitudinal laps at the side. Pipes shall be installed
with a camber suitable to the height of the cover over the pipe and bearing
capacity of the supporting soil.

Firm support must be provided to obtain a satisfactory installation. The filling
material adjacent to pipes shall be loose granular material, free from large
stones, frozen lumps, cinders, or rubbish. The filling shall be deposited
alternately on opposite sides of the pipe in layers not exceeding 6 inches in
depth, and each layer shall be thoroughly tamped before placing the next layer.
Special care shall be taken in tamping under the lower part of the pipe. For a
trench installation, the backfill shall be tamped the entire width of the
trench, and for surface installation it shall be tamped not less than one half
the pipe diameter out from the sides of the pipe. The density of the backfill
after tamping must be at least 95% of its maximum density, as determined by ASTM
D 698.

Any other type or size drainage structure shall have approval of Railroad System
Engineering prior to installation under track locations.

UTILITY CROSSINGS

Utility crossings and relocations shall conform to BNSF standards as outlined in
the "BNSF Utility Accommodation Guide." Applications for utility crossings and
relocations are handled by Staubach Global Services, phone number
0-000-000-0000. Any questions regarding utilities can be directed to the BNSF
Engineering representative.

CURVATURE AND GRADES

Tracks will be staked and constructed as shown on the approved plans. Any
changes to the approved design need to be reviewed by BNSF Engineering or
appointed representative.

CLEARANCES

BNSF will adhere to the "Clearance Requirements By State," BNSF Dwg. No. 2509,
Sheet No. 1 (see appendix, page A-24) for each state. If a state does not have
its own clearances, the "BNSF Minimum Clearances Diagram," BNSF Dwg. No. 2509,
Sheet No. 2 (see appendix, page A-25) will apply. Side clearances for curves
should have an additional 1-1/2" per degree of curvature. Warning signs will be
installed for all close clearances less than standard (see appendix, page A-26).

MATERIAL

BNSF's Division Engineer representative should inspect all track materials prior
to placement to avoid removal of sub-standard material. BNSF personnel will also
inspect the track before placing it into service.

Rail:

For trackage maintained by the Customer the minimum acceptable rail shall
be 90# section, with 112# (5-1/2" base) recommended, and shall be
compatible with Burlington Northern Santa Fe standard rail section. For
locations where trackage will be maintained by BNSF rail and fastenings
shall conform to the BNSF standard rail section in use in that area.
Contractor shall contact BNSF Engineering for approved section. Rail shall
be standard full lengths or cropped with not more than 10% short lengths
and shall be free from defects. Minimum length shall not be less than 27
feet except in turnouts. Rail should be minimum full ball relay rail, not
exceeding 3/16 inch wear on any surface. Continuous welded rail (CWR) will
need to be de-stressed as soon as possible after laying.

Anchors:

Rail anchors shall be new or reconditioned, sized to fit the rail section,
and shall be provided per industrial track design criteria on page 3. High
traffic volumes or unusual grade or alignment problems may require
additional anchors as determined by BNSF Engineering. Turnouts shall also
be anchored.

Ties:

Hardwood ties shall be 7" X 8" (AREMA No. 4) or 7" X 9" (No. 5), 8'-6"
long, placed on 21.5" centers. Switch ties shall have a minimum cross
section of 7" x 9" and minimum lengths shall conform to applicable BNSF
Standard plans.

Concrete ties shall be pre-stressed, measure 11" wide at the bottom and 9"
high with a length of 8' 3" and weight of 630 pounds. Concrete ties can be
placed on 28" centers provided there is a minimum ballast section of 8"
below the tie.

Turnouts (Switches, Frogs & Guardrails):

All parts shall be new or good secondhand, with secondhand parts being free
of injurious defects.

Tie Plates:

Tie plates may be new or secondhand, free of injurious defects and foreign
material, conforming to AREA Specifications, and shall fit rail being used.
For rail 110# section and greater, all plates will be double-shouldered.

Joints:

New or secondhand joints, free of foreign material and without injurious
defects, and with 4 or 6 bolt holes, conforming to AREMA requirements, may
be furnished to fit rail section for which they are designed.

New or secondhand compromise joints of manufactured type (welded or
homemade not acceptable), free of foreign material and without injurious
defects, shall be furnished and used where rail section (weight or design)
changes. Rail section by weight shall not be compromised where difference
in weight is in excess of 25 lbs. When this becomes necessary, a rail of
some weight between the two different rail sections, in excess of 25 lbs.,
shall be used and the compromise made in two steps.

Spikes:

5/8" x 6" cut track spikes shall be installed. All spikes shall conform to
AREMA requirements.

Track Bolts & Nuts:

Track bolts and nuts shall be installed conforming to AREMA Specifications.
Bolts will be correct size and length to fit rail.

Lock Washers:

One lock washer conforming to AREMA Specifications shall be installed on
each track bolt.

Ballast:

Ballast shall be minimum of AREMA size 5 (1" - 3/8"). Ballast shall be free
from loam, dust, and other foreign particles and shall not have less than
75% crushed particles with two or more fractured faces, unless otherwise
approved by the Railroad.

Bumping Post:

An earthen berm (see appendix, page A-6) or suitable bumping post or wheel
stops, approved by the Railroad, shall be installed at the ends of tracks.

Derails:

Highway Crossings:

All crossings shall be approved by BNSF Engineering and local governments
as to type and design, in advance of placing order. Effect on sight
distance of crossings must be considered when planning construction of
trackage in vicinity of public grade crossings not protected with automatic
signals.

Under Track Hoppers or Pits:

Plans shall be approved by BNSF Engineering or authorized representative.
Specifications for unloading pits are covered in the "AREMA Manual for
Railway Engineering," Section 8.4.

TRACK CONSTRUCTION

General:

All work shall be of good quality in materials, equipment and workmanship
and shall conform in every respect with the specifications and
instructions.

Ties:

Ties will be unloaded and handled in such a manner as not to damage ties,
using approved handling equipment.

Ties to be placed at design spacing of 21.5-inch center to center (22
ties/39 feet) for wood, and 28-inch centers for concrete, on the finished
subgrade, perpendicular to center line of track with the right hand ends of
ties being parallel. Exception: On curves, align the ties to the inside of
the curve. All joints are to be suspended.

Top surface of ties shall be clean and smooth to provide full bearing for
tie plates.

Lay wood ties with heartwood face down, and if not possible to determine
position of the heartwood, lay the widest surface of the tie down.

If spikes are pulled from any tie, hole shall be filled by driving in a
treated wood tie plug the full depth of the hole.

Boring or adzing of ties shall be kept to a minimum.

Tie Plates:

Tie plates will be used on all ties and set in position with cant surface
sloping inward, making sure they are firmly seated and have full bearing.
After rails are in place, shoulder of plates shall be in full contact with
outside edge of rail base.

Rails:

Assemble joints before fastening rails to ties, using joint bars with full
number of track bolts and spring washer for each bolt, first removing loose
mill scale and rust from contact surfaces or joint bars and rails.

If necessary to force joint bar into position, strike lower edge of bar
lightly with 4-lb. maul. Do not drive bolts in place.

Tighten bolts in sequence, beginning at joint center and working out to
ends. Bolts to be tightened to a range of 20,000 to 30,000 lbs. tension. If
a bolt tightening machine is not used, a standard track wrench with a 42"
long handle may be used.

In laying secondhand rail, care must be taken to rail end mismatch at the
joints.

Under no circumstances must rail be struck in web with tool or any metal
object.

The right-hand rail facing in direction of increasing construction shall be
spiked to ties, and the opposite rail shall be brought to gage of 4'
8-1/2", measured at right angles between the rails, in a place 5/8" below
top of rail. Gage to be checked at every third tie.

Rail shall be laid with staggered joints. Joints shall be located as nearly
as possible to the middle of the opposite rails with the following
variation: (a) except through turnouts, the staggering of the joints on one
side shall not vary more than 6' in either direction from the center of the
opposite rail.

Continuous welded rail (CWR) will need to be de-stressed as soon as
possible after laying.

Joints:

At the time of installation, rail expansion shims of softwood not over 1"
width shall be placed between the ends of adjacent rails to insure proper
space allowance for expansion required by the rail temperatures in the
following table, and shall be left in place:

39-Ft.Rail 33-Ft. Rail
Rail Rail
Temperature Temperature
Deg.F Deg. F Expansion
----------- ----------- ---------

Over 85 Over 85 None
66 to 85 60 to 85 1/16
46 to 65 35 to 59 1/8
26 to 45 15 to 34 3/16
6 to 25 -10 to 14 1/4
Below 6 Below-10 5/16

Bending Stock Rails:

Use approved rail bending equipment. Make bends uniform and accurate for
all stock rails.

Spiking to Wood Ties:

Rails shall be spiked to every tie, using not less than 2 spikes for each
rail at each tie. Drive spikes through tie plate holes into ties, located
diagonally opposite each other but not less than 2" from edge of tie. Start
and drive spikes vertically and square with rail. Take care to avoid
slanting, bending, or causing sideways movement of spike. Do not strike
rail directly with a maul, either on top when driving, or on side to obtain
track gage. Spikes should not be placed in the slots on skirted joint bars
when such practice can be avoided by providing other plates with a hole
pattern that will clear the skirts. When spikes are driven by machine, work
shall be closely supervised to see that they are driven with hammer
centered exactly over each spike head and drive spike vertically. Set stop
bolt on the machine to prevent over-driving.

Withdraw spikes that are incorrectly driven and fill hole by driving a tie
plug to full depth of hole. Locate replacement spike at another hole in tie
plate and tie.

Ballast and Surfacing:

Raise track by means of jacks placed close enough together to prevent
excessive bending of rails or strain on joint. Lift both rails
simultaneously and as uniformly as possible. Power xxxx may also be used.
Each track raise shall not exceed 4" with ties tamped prior to additional
raise.

Unloading and Tamping Ballast:

Unload and level down ballast by most practical means, taking care not to
disturb grade stakes. Perform tamping, using power tamping machines
wherever possible, or manually, using approved AREMA tamping tools
appropriate for type of ballast being placed. Tamp each layer of ballast
from a line 15" inside each rail, on both sides of and to the ends of ties.
Center area between these limits shall be filled lightly with ballast but
not tamped. At turnouts and crossovers, tamp ballast uniformly for full
length of ties. Tamping shall proceed simultaneously at both ends of same
tie, making sure ballast is forced directly under the ties and against
sides and ends of ties.

Finishing and Dressing:

Dress ballast in conformance with dimensions shown on drawings, placing
additional ballast material as necessary.

Final Inspection:

After ballasting and surfacing are completed, inspect track to see that
joints are tight and rail attachments to ties are secure.

The BNSF Roadmaster, or designate, will inspect the finished trackwork and
complete the checklist on Page 20, or similar document. After the
Roadmaster's approval the track will be placed in service by the Division's
General Manager and can then accept rail cars.

ACCEPTANCE

Final acceptance of the work will be subject to the inspection of the Burlington
Northern Santa Fe, and any portion of the work not accepted will have its faults
corrected before the track is put into service.

Customer ____________________________ Contractor ____________________________

Location ____________________________

Roadmaster's Check List: Indicate OK, NO, N/A or other comments

Before traffic is permitted on trackage constructed by private contractor,
Roadmaster shall make an inspection for compliance with the attached
specifications and submit form to Division Engineer and Manager Economic
Development:

Subgrade ____________________________ Drainage _______________________________

Ballast ____________________________ Curvature & Alignment ___________________

Surface ____________________________ Any Clearance Problems? _________________

Rail _______________________________ Anchors _________________________________

Tie ________________________________ Switches, Frogs & Guard Rails ___________

Tie Plates _________________________ Joint Bars ________________________

Spikes _____________________________ Bolts, Nuts & Washers_________________

Bumping Post or
Wheel Stops ________________________ Derails, Derail Signs_________________

Track or Highway Crossings _____________________________________________________

________________________________________________________________________________

Comments _______________________________________________________________________

________________________________________________________________________________

_____________________________________
Roadmaster

_____________________________________
Date

REQUIREMENTS FOR CONTRACTORS WORKING

ON BNSF RIGHT-OF-WAY

In order to protect BNSF's investment in its right-of-way and for the safety of
persons coming onto BNSF property, BNSF has established certain requirements.
The following constitute minimum requirements for all persons coming on or near
BNSF right-of-way. Contractors are encouraged to develop their own safety rules
that meet or exceed the following requirements. A web site has been set up to
assist in preparation of a safety xxxx--xxx.xxxxxxxxxxxxxxxxxxxxx.xxx.
Contractors will not be allowed to occupy or work on BNSF right-of-way prior to
registering on the web site and completing the course.

1. All permits and agreements must be in effect, required payments made, and
insurance certificates received and approved prior to Contractor entering
Railroad right-of-way. All of these documents are included in the packet
containing the cost proposal. Prior to performing the preliminary survey,
the consultant will obtain either a "Right of Entry Permit" or a "Release
of Claim and Indemnity," or both, depending on the duration of the project.
To obtain a permit, contact Staubach Global Services, phone number
0-000-000-0000. These permits require a preparation fee.

2. Any de-watering utilizing drains or ditches on BNSF property must be
approved by a BNSF Engineering.

3. Contractor must have BNSF approved "Construction Plans" prior to commencing
work on a project. No change will be made to "Construction Plans" without
approval by all parties involved. Approved revised plan will be furnished
to all parties prior to implementation of changes.

4. Road Authority or Contractor will incur all costs for track work, including
flagging, etc., made necessary due to their construction operation.

5. Pursuant to BNSF safety rules, flagging protection is always required when
equipment crosses or is working within 25 feet of center of any track. When
deemed necessary by the Railroad, a flagman may be required at all times
while working on BNSF right-of-way.

6. Crossing of any Railroad tracks must be done at approved locations and must
be over full depth timbers, rubber, etc. Any equipment with steel wheels,
lugs, or tracks must not cross steel rails without aid of rubber tires or
other approved protection and proper flagging will be required.

7. All temporary construction crossings must be covered by a "Private Roadway
& Crossing Agreement," and must be barricaded when not in use.

8. Contractor must furnish details on how work will be performed that may
affect existing drainage and/or possible fouling of track ballast as well
as removal of overhead bridges/structures. (Structures and bridge spans
over tracks must be removed intact.)

9. Absolutely no piling of construction materials or any other material,
including dirt, sand, etc., within 25 feet of any track or on properly of
the Railroad not covered by construction easement, permit, lease or
agreement. A 10-foot clear area on both sides of a main track must remain
unobstructed at all times to allow for stopped train inspection.

10. No construction will be allowed within 25 feet of center of any track
unless authorized by Burlington Northern Santa Fe's Division Engineer and
as shown on Plan approved by the Railroad. This includes any excavation,
slope encroachment and driving of sheet piles.

11. No vehicles or machines shall remain unattended within 25 feet of any
track. All machines will be disabled when not in use to prevent
unauthorized operation.

12. IMPORTANT: Disregard of any of these items will result in Contractor being
shut down and prohibited from working on BNSF right-of-way while infraction
is investigated. Based on findings of the investigation, it will be
determined if the Contractor will be allowed to work on BNSF right-of-way
in the future.

13. Contractor safety rules, including rules regarding Personal Safety
Equipment, must not conflict with BNSF safety policies. Contractor's
personnel will obtain BNSF's safety orientation prior to entering BNSF
property. A safety job briefing will be held prior to beginning work each
day and anytime work conditions change. All personnel will wear proper
personal protective equipment (PPE) while on BNSF property. Any person
working on BNSF property may be subjected to a safety audit by BNSF
personnel, and is required to comply with the audit. The results of the
audit will be presented to the contractor's supervisor immediately upon
completion. Any questions regarding safety should be directed to the BNSF
project representative.

14. Articles included in Agreement should compliment this document or exceed
its contents.

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