Negative Pledge Agreement

Exhibit 10.31 NEGATIVE PLEDGE AGREEMENT This indenture is made and entered into this 11th day of April 2008 by MinnErgy, LLC, Daniel H. Arnold, Chairman of the Board (" Pledger" ) and in favor of Winona National Bank (" Pledgee" ). RECITALS A. Pledgee has made a loan to MinnErgy, LLC, which loan is evidenced by a promissory note dated April 11, 2008 in the original principal amount of $2,040,000.00 (the " Note" ). B. Pledger has guaranteed payment and performance of the Note. C. Pledgee, as a condition of making the loan evidenced by the Note has Required that Pledger execute this Negative Pledge Agreement.AGREEMENT 1. Pledgor hereby covenants and agrees not to create or permit to be created or remain and to discharge promptly any lien, encumbrance, mortgage, security interest, pledge, hypothecation, charge or claim of any party other than the parties to this agreement upon the following described real estate situated in Olmstead County Minnesota:SEE ATTACHED EXHIBIT " A" 2. Pledgor further covenants and agrees not to sell, assign or otherwise transfer the real property described herein or any part thereof or any of Pledgor' s interest therein without the prior written consent of the Pledgee. 3. This agreement shall remain in effect until the Note and any renewals, extensions, amendments, modifications, replacements or substitutions thereof have been paid in full. 4. This agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, a ...