General Service Agreement

Exhibit 10.6 GENERAL SERVICE AGREEMENT This General Service Agreement (" Agreement" ) made this 28th day of March 2006, by and between the Utility Engineering Corporation (" Consultant" ), and Agassiz Energy LLC (" Company" ), (sometimes referred to individually as " Party" or collectively as " Parties).WITNESSETH:In consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Notices . All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given to the other Party (a) on the day it is personally delivered or transmitted by facsimile; (b) on the day after being sent by Federal Express (or comparable overnight delivery service), all fees prepaid; or (c) on the second day after being mailed by United States certified or registered mail, postage prepaid. If notice is sent via overnight delivery service or U.S. mail, it shall be sent to the other Party at the address set forth below, or at such other address as shall be given in writing by either Party to the other. To Company: Agassiz Energy LLC Address: 510 County Road 71, Valley Technology Park Address: Crookston, MN 56716 Consultant Representative: Mr. Donald Sargeant Phone:(281)281-8442 Fax:(218)281-8052 Email: Sargeant@mail.crk.umn.edu To Consultant: Utility Engineering Corporation Address: 9420 Underwood Avenue, Suite 200
Address: Omaha, NE 68114 Company Representative: Mr. Thomas Rerucha Phone: (402)548-4800 Fax: (402) 390-2005 Email: Thomas.L.Rerucha@ue-corp.com 2. Work . Consultant shall furnish all necessary personnel, supervision, equipment, tools, and materials as requested from time to time to provide the " Work" defined in a signed Task Order which shall reference this Agreement and include the scope of work, schedule, terms, and compensation agreed to by the Parties. The Task Order is attached hereto and incorporated herein for all purposes as Exhibit A. 3. Term . This Agreement begins on the Effective Date and may be terminated by either Party for its convenience by thirty (30) days written notice to the other Party. In addition, either Party may terminate any Task Order entered into under this Agreement immediately upon written notice to the other Party, without cause. If Company terminates such Task Order in the absence of a material breach by Consultant, Company shall pay Consultant for all Work performed to the date of termination, Work in progress, and third party cancellation fees, if any, plus any costs associated with demobilization. 4. Independent Contractor . Consultant is an independent contractor and not an agent or employee of Company, and has the right and responsibility to manage and control Consultant' s employees,

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representatives, and agents in the performance of Work hereunder, and the means, manner and methods in which such Work is performed. Consultant is not an employee of Company, nor entitled to credit for hours worked or benefits under any Company welfare benefit plan. 5. Warranty . Consultant warrants that the Work performed under this Agreement will conform in all material respects to the requirements set forth in the Task Order under which such Work is performed. Consultant further agree that if Company notifies Consultant in writing at any time up to the expiration of twelve (12) months after the date of Consultant' s completion of the Work that such Work does not conform in material respects to the requirements in such Task Order, and specifies the nature of the nonconformance, and if the Work does not, in fact, so conform, Consultant will diligently re-perform, at its sole expense, the Work to the extent necessary to make it conform. Notwithstanding the foregoing, Consultant does not warrant or guarantee that any design, engineering, specifications, equipment and/or materials supplied or specified by others will produce any intended result or achieve any intended purpose. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND/OR USAGE OF TRADE. THE REWORK OBLIGATIONS STATED IN THIS ARTICLE 5 SHALL BE COMPANY' S SOLE AND EXCLUSIVE REMEDY FOR ALL LIABILITY OF CONSULTANT ARISING FROM OR RELATED TO NON-CONFORMING OR DEFECTIVE WORK. 6. Liens . Consultant agrees not to allow liens to be placed on the Work or Company property for claims of nonpayment by Consultant or its subcontractors to the extent Consultant has received timely payment from Company as required by Section 7 below. 7. Payment for Work . For Consultant' s performance of Work under this Agreement, Company agrees to pay Consultant in accordance with pricing terms set forth in Exhibit A - Task Order. Consultant' s price does not include any state and local sales, use, excise, and other taxes of like nature. Failure of the Company to make payments to the Consultant in accordance with this Agreement shall be considered a material breach of this Agreement. 8. Payment Terms . Invoices for Work under this Agreement will be submitted by Consultant in accordance herewith. Payments required by such invoices shall be due and payable upon receipt. If Company fails to pay undisputed invoiced amounts within thirty (30) days after delivery of invoice, Consultant may, in addition to any other rights available under this Agreement, by law or in equity, require the payment of interest up to the maximum rate allowed by law by Company on all such unpaid amounts. All payments shall be made in US Dollars, and shall be made by either of the following means: a. Bank Draft or Cashier' s check mailed to Consultant via Federal Express or Certified mail to Consultant' s address stated in Paragraph 1 hereof; or 9. Changed Requirements . Work not expressly set forth in this Agreement and/or the applicable Task Order is excluded from the scope. If any new or different requirement, condition, change or anything beyond Consultant' s control alters the scope of Work or otherwise affects the Consultant' s costs or schedule to perform the Work, whether as a result of any act or omission of Company or any operation or change of law, code, regulation or standard (including but not limited to changes to laws imposing sales, use, excise, transportation, privilege, payroll or occupational taxes or contributions) that becomes applicable to the Work after the execution of the Task Order, then Consultant shall be entitled to additional time and compensation in order to complete the Work. 10. Insurance . Consultant shall maintain workers' compensation insurance with statutory limits of liability. Consultant shall maintain employer' s liability, professional liability, commercial general liability (bodily injury and property damage), and comprehensive automobile liability (bodily injury and property damage) insurance, with each policy having maximum limits of $1,000,000 combined single limit. Consultant shall maintain excess liability coverage with limits of liability of $1,000,000

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for each occurrence and in the aggregate. Upon request, Consultant will ...