THIS AGREEMENT is made this _______ day of _____________, 20____

between RIVER RAIN, LLC, a corporation organized under the laws of the State of

North Dakota having its principal place of business located at 133 South Bell Street,

Bismarck, North Dakota and ____________________ whose address is__________

______________________________________ (hereinafter referred to as purchaser).

RECITALS

A. River Rain, LLC, has appropriated and acquired the right to a substantial amount of water to be taken from the Missouri River and will divert that water for use by the purchaser pursuant to the terms and conditions of this contract for irrigation use only.

B. The purchaser is the owner of certain property located in _______________________ Subdivision near the City of Bismarck, North Dakota, and it is the intention of the parties hereto that this system of irrigation shall be used by the owners of properties located in _______________________ Subdivision for the purpose of irrigation.

C. River Rain, LLC, agrees to construct, own and maintain a water diversion and irrigation system pursuant to this and other contracts to be formed between landowners within the _____________________________ Subdivision.

D. The purchaser is the owner of the tract of land designated as (address) _________ _________________________________________________________ situated in Burleigh County, North Dakota, _______________________ Subdivision.

E. The purchaser desires to obtain a supply of water for the sole purpose of irrigating or drip system on __________acres upon the above described land.

F. For the above reasons and in consideration of the initial covenants and promises contained in this agreement, the parties contract and agree as follows:

CONSTRUCTION OF IRRIGATION SYSTEM

1. River Rain, LLC, shall obtain all necessary permits, easements and rights-of-way
that may be required to construct a system of water diversion from the Missouri
River to the edge of the purchaser’s property line. River Rain, LLC will then
construct and maintain the entire irrigation system called for by this contract and will install one curb stop and one service compartment on the edge of purchaser’s property. The purchaser may mark the location of the curb stop adjacent the boundary line where the mainline will run, provided the location is a feasible one. The purchaser shall then be responsible for the installation and maintenance of all irrigation systems upon purchaser’s own property.

OWNERSHIP OF SYSTEM

2. River Rain, LLC shall own the entire system that it constructs and installs, as well as, the water rights that it obtains. Purchaser agrees that the irrigation system provided for in this contract may be expanded at the sole discretion of River Rain, LLC, so that River Rain, LLC, may serve other lands whereinsoever situated by this system provided, however, that River Rain, LLC is able to maintain the minimum standards called for by this contract.

CONSTRUCTION REQUIREMENTS

3. River Rain, LLC agrees and contracts to construct the water diversion and irrigation system in a workmanlike manner and to cause a minimum amount of disturbance to the purchaser and his property. River Rain, LLC agrees to bore water lines under any paved roads located in ___________________________ Subdivision and to cause only reasonable damage to the public rights-of-way in _______________________ Subdivision as might be unavoidable.

ASSURANCES OF RIVER RAIN, LLC

4. River Rain, LLC contracts to provide the purchaser a minimum of twelve gallons per minute and a minimum of thirty pounds of pressure while the system is in use. The purchaser will not be obligated to pay the monthly service charge during the time the minimum pressure or flow is not delivered. River Rain, LLC does not guarantee in any way the quality of the water to be provided, as it will be pumped directly from the Missouri River by River Rain, LLC. The water to be provided is for irrigation and livestock use only and is not intended for human consumption.

NONLIABILITY OF RIVER RAIN, LLC

5. River Rain, LLC will use its best efforts to provide water to the purchaser as called for herein. River Rain, LLC shall not be liable for a lack of water that may result because of the failure of the system in any event, except as provided in Item 11. It is specifically agreed and understood by the purchaser that this system is not constructed for fire prevention or for fighting fires.

EASEMENT FOR IRRIGATION SYSTEM

6. Purchaser hereby agrees to grant and convey to River Rain, LLC an easement upon and along the property boundary of purchaser of a width of 25 feet to be used solely for the installation, maintenance and upgrades to the system called for herein. River Rain, LLC agrees to use said easement only for the irrigation system. River Rain, LLC also agrees that upon a completion of installation maintenance or upgrade of the water system, that it will level and reasonably restore the surface upon said easement. The purchaser agrees to use the water supplied efficiently and not be wasteful with the water supplied. Easement is a permanent easement and shall run with the land. Purchaser agrees to execute any further documents as required by River Rain, LLC to evidence said easement.

MAINTENANCE OF SYSTEM

7. The maintenance of the entire water conveyance and irrigation system is the sole responsibility of River Rain, LLC, and River Rain, LLC shall pay for all electricity required to run the system and to deliver water to the property line of purchaser. All maintenance upon purchaser’s own property from the curb stop in shall be the sole responsibility of purchaser.

ASSIGNMENT OF CONTRACT BY PURCHASER

8. Upon the sale of his property as described herein by the purchaser, purchaser may assign this irrigation contract to a new owner provided, however, that said assignee shall be fully bound by all the terms and conditions called for herein.

PAYMENT OF CONSIDERATION BY PURCHASER

9. The consideration for this contract shall be in two parts: 1) Initial installation and hook-up fees; 2) Monthly water usage fee.

The hook-up charge is $2750.00 per lot for all contracts received after January 15, 2008. The hook-up charge is $2000.00 for all contracts received before said date. Payment terms are spelled out on attached Exhibit A. Note: Please review Exhibit A carefully. Except in the event of certain conditions, the Hookup Fee is non-refundable.
The water usage fee shall be: $150.00/month per acre not to exceed one acre in size. There shall be an additional $50.00/month charge per additional acre or portion thereof. If your water usage consists of drip irrigation only the fee will be $75.00. This water usage fee is a monthly fee and shall be due and payable to River Rain LLC, at 133 South Bell Street, Bismarck, ND 58504. River Rain, LLC and purchaser will determine together the acreage area irrigated.

A lot owner that has not constructed a house on his particular lot may elect to sign up and pay the initial hook-up fee of $2750.00 (or $2000.00 before January 15, 2008); however, the lot owner will not be charged a monthly usage fee until he desires to use water.

In the event that a lot owner owns two or more adjoining lots with only one dwelling, there will be only one hook-up fee of $2750.00 (or $2000.00 before January 15, 2008) and each acre beyond the first acre will be charged at $50.00 per acre, or portion thereof. If the adjoining lot is ever sold or changes ownership and the new owner desires to purchase water, it will then become a new hook-up and a fee of $2750.00 will be charged as a new service line and hook-up will have to be installed.

TIME IS OF THE ESSENCE

10. It is specifically agreed and understood that time is of the essence of this agreement, and if payment of the monthly usage charge is late, there will automatically be assessed to purchaser an 18% annual interest rate on all overdue charges. In addition, if payment is not made by the end of the month wherein it is due, River Rain, LLC may at its sold discretion terminate all water supply to purchaser until the past due payments are paid in full.

This fee schedule applies equally to all owners subscribing to this water irrigation system.

Purchaser further agrees that the water usage fee is required to be paid even though purchaser elects to temporarily discontinue use of the system due to wet conditions, vacations, or other reasons personal to the purchaser. In other words, if the system is ready to supply and deliver water to purchaser, the monthly user fee is to be charged in full and paid as required herein. The system start-up and end dates and billing dates will be dependent upon weather conditions.

DOWN TIME

11. River Rain, LLC agrees that if the system is not usable by the purchaser as a result of the need for maintenance or other delivery problems caused by River Rain, LLC for a period of in excess of fifteen days per year, then no charge shall be made for that down time. The fifteen days called for herein need not be consecutive; however, purchaser agrees that River Rain, LLC shall have fifteen days per season to maintain the line and still assess the user fee.

TERM OF CONTRACT

12. Though the hook-up charge called for herein is a one time charge, the monthly usage fee of this contract is to be annually renewed by River Rain, LLC. Purchaser agrees and understands that if he at any time terminates this contract, then and in that event water to the property described in this contract shall only be restored upon a new payment of a full hook-up fee in the amount of $2750.00, or paying previous unpaid monthly bills.

PRICE ADJUSTMENT

13. The parties to this agreement contract and agree that River Rain, LLC may
increase the monthly water usage fee in an amount determined by the
consumer price index, the cost of electricity, and the ability of the water
system to maintain financial stability.

MEMORANDUM

14. This writing constitutes a complete memorandum of the final meeting of the minds between the parties to this agreement and includes all prior negotiations had by the parties in reference to all matters covered by this Agreement.

This agreement is to be binding upon the respective parties, their heirs, executors, administrators or assigns.

DATED at Bismarck, North Dakota, this ____day of _______________, 20____.

RIVER RAIN, LLC

By: ______________________________
Managing Member

PURCHASER:

________________________________

EXHIBIT A

Payment of the Hookup Fee referenced in Section 9 shall be as follows:

1. $500 at the time of entry of this Agreement (refundable only if Developer does not sign up 100 customers by January 15, 2008).

2. $750 at beginning of construction, project to begin Spring 2008 (Non-refundable upon beginning of construction).

3. $750 at the time water is available to site (nonrefundable).

The $500 hookup fee deposits should be made by check payable to North Dakota Guaranty & Title as escrow agent. Each $500 deposit will be deposited in an escrow account at North Dakota Guaranty & Title. Under the terms of an Escrow Agreement entered between River Rain, LLC and North Dakota Guaranty & Title, LLC, unless a total of $50,000 of hookup fee deposits have been deposited into the escrow account by January 15, 2008, the hookup fee deposits shall be refunded to each individual depositor. If, however, deposits totaling $50,000 or greater are deposited into the escrow account prior to that date, the escrow agent has authority to deliver those funds to River Rain, LLC, which can utilize those funds for construction costs.