EXHIBIT 10.7 AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER ON THE BASIS OF A STIPULATED PRICE

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Title: EXHIBIT 10.7 AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER ON THE BASIS OF A STIPULATED PRICE
Governing Law: Kansas Date: 1/13/2005

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EXHIBIT 10

EXHIBIT 10.7

AGREEMENT

BETWEEN OWNER AND DESIGN/BUILDER ON THE BASIS OF A

STIPULATED PRICE

THIS AGREEMENT is made and entered into this 26th day of August, 20O4 by and

between Western Plains Energy, LLC, a Kansas limited liability company

(hereinafter called OWNER) and ICM, Inc., a Kansas corporation (hereinafter

called DESIGN/BUILDER).

OWNER and DESIGN/BUILDER, in consideration of the mutual covenants hereinafter

set forth, agree as follows:

Article 1. THE PROJECT AND WORK.

1.01. DESIGN/BUILDER shall complete all Work for the Project as specified or

indicated in the Contract Documents. The Project is generally described as the

expansion of the dry mill fuel-grade ethanol plant of OWNER located near Campus,

Kansas that increases the capacity of said plant from 30 million gallons per

year of denatured fuel-grade ethanol to 40 million gallons per year. The

DESIGN/BUILDER'S Work includes engineering services, labor, materials, and

equipment in connection with such expansion. A more specific statement of the

scope of work to be provided by DESIGN/BUILDER is described in Exhibits A and B.

Article 2. CONTRACT TIMES.

2.01. Days to Achieve Substantial Completion and Final Payment. The Work will be

Substantially Completed within 240 days after the date when the Contract Times

commence to run as provided in paragraph 2.01.A of the General Conditions, and

completed and ready for final payment of the Contract Price in accordance with

paragraph 13.08 of the General Conditions within 60 days after Substantial

Completion, unless otherwise provided in the Contract Documents.

Article 3. CONTRACT PRICE.

3.1. OWNER shall pay DESIGN/BUILDER the Contract Price for completion of the

Work in accordance with the Contract Documents. The Contract Price may be

adjusted as provided by the General Conditions. For all items included in the

Base Scope of Work, OWNER shall pay to DESIGN/BUILDER a price equal to Four

Million Dollars ($4,000,000). For those items listing in the Additional Scope of

work the owner shall pay Design/Builder a price equal to cost +10%.

DESIGN/BUILDER to provide budget to prior to starting work.

3.2. Unless otherwise expressly agreed by the parties, the Work to be performed

by DESIGN/BUILDER shall include only those items listed in Exhibits A and B.

Owner shall be responsible for any and all other items relating to such

expansion.

3.03 DESIGN/BUILDER agrees to maintain the insurance coverage's, limits, and

deductibles set forth in Exhibit D.

Article 4. PAYMENT PROCEDURES

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<PAGE>

4.01 Payment of Contract Price. DESIGN/BUILDER shall submit and OWNER will

process Applications for Payment of the Contract Price in accordance with

Article 13 of the General Conditions and Sections 4.01.A. through C. below.

A. Down Payment. On or before delivery of the Notice to Proceed, OWNER

shall make a down payment of One Million Dollars ($1,000,000) to DESIGN/BUILDER.

B. Progress Payments. OWNER shall make progress payments on account of Two

Million Five Hundred Thousand Dollars ($2,750,000) of the Contract Price on the

basis of DESIGN/BUILDER'S Applications for Payment. Progress payments shall be

due and payable in accordance with 13.04 of the General Conditions. All such

payments will be measured by the acceptable Schedule of Values established under

paragraph 2.06.A of the General Conditions. No retainage will be withheld from

such payments.

C. Final Payment. OWNER shall pay the remaining Five Hundred Thousand

Dollars ($250,000.00) of the Contract Price to DESIGN/BUILDER in accordance with

paragraph 13.08 of the General Conditions.

Article 5. INTEREST.

5.01. All moneys not paid by OWNER to DESIGN/BUILDER when due hereunder shall

bear interest at the rate of Eighteen Percent (18%) per annum, compounded

monthly, from the due date thereof.

Article 6. DESIGN/BUILDER'S REPRESENTATIONS.

6.01. DESIGN/BUILDER makes the following representations:

A. DESIGN/BUILDER has examined and carefully studied the Contract Documents

listed in Sections 7.01.A through C, and, to the extent prepared (but not yet

approved by OWNER) prior to the Effective Date, the documents described in

Section 7.01.D.3 and .4.

B. DESIGN/BUILDER is familiar with and is satisfied as to all federal,

state and local Laws and Regulations in existence on the Effective Date that may

affect cost, progress, performance, furnishing, and completion of the Work in

accordance with the Contract Documents.

C. DESIGN/BUILDER is familiar with the work to be performed by OWNER and

others at the Site that relates to the Work as indicated in the Contract

Documents.

D. DESIGN/BUILDER has correlated the information known to DESIGN/BUILDER,

reports and drawings identified in the Contract Documents, and all additional

examinations, investigations, tests, studies and data with the Contract

Documents.

E. DESIGN/BUILDER has given OWNER written notice of all conflicts, errors,

ambiguities or discrepancies that DESIGN/BUILDER has discovered in the Contract

Documents and the written resolution thereof by OWNER is acceptable to

DESIGN/BUILDER, and the Contract Documents are sufficient to indicate and convey

understanding of all terms and conditions for performance and furnishing of the

Work.

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Article 7. CONTRACT DOCUMENTS.

7.01. The Contract Documents which comprise the entire agreement between OWNER,

and DESIGN/BUILDER concerning the Work consist of the following:

A. This Agreement (pages 1 to 4, inclusive).

B. Exhibits to this Agreement (A to D, inclusive).

C. General Conditions of the Contract Between Owner and Design/Builder

(pages 1 to 34, inclusive).

D. The following which may be delivered, prepared, or issued after the

Effective Date of this Agreement and are not attached hereto.

1. Notice to Proceed.

2. All Written Amendments and other documents amending, modifying or

supplementing the Contract Documents pursuant to paragraph 3.03.A of the General

Conditions.

3. Specifications as defined in paragraph 1.01.A.32 of the General

Conditions.

4. Drawings as defined in paragraph 1.01.A.16 of the General Conditions.

7.02. There are no Contract Documents other than those listed above in this

Article 7. The Contract Documents may only be amended, modified or supplemented

as provided in paragraph 3.03.A of the General Conditions.

Article 8. MISCELLANEOUS.

8.1. The attached General Conditions of the Contract between Owner and

Design/Builder are referred to herein as the General Conditions.

8.2. Terms used in this Agreement which are defined in Article 1 of the General

Conditions will have the meanings indicated therein.

8.3. No assignment by a party hereto of any rights under or interests in the

Contract Documents will be binding on another party hereto without the written

consent of the party sought to be bound, which consent shall not be unreasonably

withheld; and, specifically but without limitation, moneys that may become due

and moneys that are due may not be assigned without such consent (except to the

extent that the effect of this restriction may be limited by law), and unless

specifically stated to the contrary in any written consent to an assignment no

assignment will release or discharge the assignor from any duty or

responsibility under the Contract Documents.

8.4. OWNER and DESIGN/BUILDER each binds itself, its successors, assigns and

legal representatives to the other party hereto, its successors, assigns and

legal representatives in respect to all covenants, agreements and obligations

contained in the Contract Documents.

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8.5. Any provision or part of the Contract Documents held to be void or

unenforceable under any Law or Regulation shall be deemed stricken, and all

remaining provisions shall continue to be valid and binding upon OWNER and

DESIGN/BUILDER, who agree that the Contract Documents shall be reformed to

replace such stricken provision or part thereof with a valid and enforceable

provision that comes as close as possible to expressing the intention of the

stricken provision.

8.6. This Agreement may be executed in any number of counterparts, each of which

shall be deemed to be an original and all of which shall constitute one

agreement that is binding upon all of the parties hereto, notwithstanding that

all parties are not signatories to the same counterpart. Facsimile signatures of

the parties hereto shall be binding.

8.7. This Agreement will be effective on the date first written above. Within

sixty (60) days of such effective date, OWNER shall provide to DESIGN/BUILDER

the Notice to Proceed and evidence, acceptable to DESIGN/BUILDER, of funding for

the Project.

IN WITNESS WHEREOF, OWNER and DESIGN/BUILDER have signed this Agreement on the

date first written above.

OWNER: Western Plains Energy, LLC DESIGN/BUILDER: ICM, Inc.

By: /s/ Michael J. Erhart By: /s/ Dave Vander Griend

----------------------- ----------------------

Title: CEO/General Manager Title: CEO

Addresses for giving notices and representatives:

Name: Michael J. Erhart Name: Dave Vander Griend

Title: CEO/General Manager Title: CEO

Address: 3022 County Rd 18, Oakley, KS Address: 310 N. First Street

Colwich, KS

Phone: 785-672-8810 Phone: 316-796-0900

Facsimile: 785-672-4494 Facsimile: 316-796-0570 JDJ

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Exhibit A

Agreement Between Owner and Design/Builder On the Basis

of a Stipulated Price

Performance Criteria

DESIGN/BUILDER represents and warrants to OWNER that the completed Project

will satisfy the following performance criteria. Prior to final payment under

paragraph *13.08 of the General Conditions, DESIGN/BUILDER shall commission the

Project and conduct a seven-day performance test to establish compliance with

the following performance criteria. Compliance shall be computed on the average

over the seven-day performance test. If the Project fails to reach such

performance criterion, then DESIGN/BUILDER shall (at no additional cost to

OWNER) make such changes in design, construction, or equipment as required to

meet the criterion, and conduct another seven day performance test.

DESIGN/BUILDER makes no other representation, warranty or guarantee concerning

the Project including, without limitation, production of DDGS or CO2, or

compliance with any applicable atmospheric emissions standards.

<TABLE>

Table 1 ethanol plant criteria --40 MGY capacity

----------------------------------------------------------------------------------------------

Criteria | Specification | Testing Statement | Documentation |

----------------------------------------------------------------------------------------------

Plant Capacity - | Capable of operating | Ten day | Concurrence of |

fuel-grade ethanol | at a rate of 40 | performance test. | production records |

| million gallons per | Protocol to be | and a written report|

| year of denatured | agreed upon by | from |

| fuel grade ethanol | DESIGN BUILDER | DESIGN/BUILDER. |

| meeting the | and OWNER. | |

| specifications of | | |

| ASTM 4806 | | |

----------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

Exhibit B

Agreement Between Owner and Design/Builder On the Basis

of a Stipulated Price

Items Included in Base Scope of Work:

1. Beerwell addition:

a. Provide and install all necessary foundations, piping, and tank

to add one 750,000 gallon tank to be used as a beerwell.

b. Provide and install new pump and associated piping necessary for

new beerwell.

2. Cooling tower expansion:

a. Provide and install all necessary foundations, piping, and

cooling tower to expand to three cells.

b. Provide and install new cooling tower pump.

3. Centrifuge:

a. Provide and install one "Z6" model Flottweg centrifuge with all

associated piping. Currently WPE has "Z53" model centrifuges

installed. The up sizing to a Z6 would be to allow more

flexibility in process.

4. Fourth eductor in slurry tank:

a. Provide and install 4th steam eductor in slurry tank.

b. Provide and install CIP lines for fermenter #4.

5. Fermenter #4 modifications:

a. Provide and install new pump and heat exchanger for fermenter #4.

6. Scalper:

a. Provide and install necessary equipment to change scalper to

rotary scalper in current location. Any additional modifications

at owners cost.

7. RO water to lab:

a. Provide RO water to lab. Water is to be available when pump is

running. Installation of a dedicated pump is at owners cost.

8. Sulfuric Acid Line to RO System:

a. Provide and install Alloy 20 acid line to RO.

9. Cook water pre-heater:

a. Provide necessary changes or improvements to cook water

pre-heater. (45 mmgpy rate)

b. Provide and install sulfamic acid line to cook water pre-heater.

If alloy 20, WPE purchases material.

10. Pumps and Heat exchangers:

a. Provide and install necessary improvements to heat exchangers and

pumps as approve by engineering for expansion and approved by

owner.

Items Included in Additional Scope of work

1. Sulfuric Acid Tank

a. Provide and install a second sulfuric acid tank with associated

piping & equipment.

2. Slurry Tank

a. Provide and install modifications to convert slurry tank to 2

stages, this includes the new agitator.

3. Tank Farms

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a. Provide and install a second ethanoi loadout pump with necessary

piping, valves, and instruments to allow simultaneous truck &

rail loadout.

b. Provide and install piping needed to bypass the denaturant pump

during railcar off-loading.

DESIGN/BUILDER proposes to provide engineering, equipment, and installation for

the above described items for OWNER. Anything not listed above is OWNER'S

responsibility, including but not limited to:

1. Any pump or heat exchanger modifications that are not required or

approved by engineering.

2. Additional piping that is approved but not described above.

3. Ethanol loading changes.

4. Any wet cake pad modifications.

5. Any other additional tanks or vessels not described above.

6. Any grain system modifications not described above.

7. Start up assistance

<PAGE>

Exhibit C

Agreement Between Owner and Design/Builder On the

Basis of a Stipulated Price

LICENSE OF PROPRIETARY PROPERTY OF DESIGN/BUILDER

OWNER expressly understands, acknowledges and agrees that:

1. DESIGN/BUILDER is using certain technology and information in the design

and construction of the Project which is more fully described in paragraphs

3 and 4 below (the "PROPRIETARY PROPERTY").

2. Upon OWNER'S payment to DESIGN/BUILDER of the entire Contract Price, OWNER

shall be granted a perpetual limited license to use the PROPRIETARY

PROPERTY in connection with OWNER'S operations of the Project, subject to

the limitations provided herein. In the event the Agreement is terminated

for any reason under Article 14 of the General Conditions prior to payment

of the entire Contract Price, OWNER shall be granted a perpetual limited

license to use the PROPRIETARY PROPERTY in connection with OWNER'S

operations of the Project, subject to the limitations provided herein, upon

payment in full by OWNER to DESIGN/BUILDER of (i) all amounts due and

payable to DESIGN/BUILDER under the Contract Documents.

3. The PROPRIETARY PROPERTY includes, without limitation, OPERATING PROCEDURES

(hereinafter defined), operating methods, techniques, protocols,

procedures, plans and processes, and other information relating to design,

construction and operation of the Project including the design,

arrangement, configuration and specifications of (i) the combinations of

distillation, evaporation and alcohol dehydration equipment (including, but

not limited to, pumps, vessels, tanks, heat exchangers, piping, values and

associated electronic control equipment) and all documents supporting those

combinations; (ii) the combination of the distillers grain drying (DGD),

thermal oxidization (TO) and heat recovery steam generation (HRSG)

equipment (including, but not limited to, pumps, vessels, tanks, heat

exchangers, piping and associated electronic control equipment) and all

documents supporting those combinations; and (iii) the Project computer

system, known as the distributed control system (DCS) (including, but not

limited to, the software configuration, programming, parameters, set

points, alarm points, ranges, graphical interface and system hardware

connections) and all documents supporting that system. The "OPERATING

PROCEDURES" include, without limitation, the process equipment and

specifications manuals, standards of quality, service, protocols, data

collection methods, construction specifications, training methods,

engineering standards, advertising or promotional materials, and any other

information prescribed by DESIGN/BUILDER from time to time concerning the

PROPRIETARY PROPERTY.

4. DESIGN/BUILDER has the exclusive right and interest in and to the

PROPRIETARY PROPERTY and the goodwill associated therewith. Notwithstanding

the foregoing, goodwill created by the operation of the Project and all

financial benefits derived

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therefrom shall be the property of OWNER.

5. OWNER considers the PROPRIETARY PROPERTY to be valid and will not directly

or indirectly, contest the validity or the ownership by DESIGN/BUILDER

thereof.

6. OWNER'S use of the PROPRIETARY PROPERTY does not give OWNER any ownership

interest or other interest in or to the PROPRIETARY PROPERTY except for the

limited license granted to OWNER.

7. Except as otherwise provided in paragraph 2 above, OWNER shall not pay any

separate license fee or royalty to DESIGN/BUILDER for OWNER'S continual use

of the PROPRIETARY PROPERTY pursuant to the limited license granted to

OWNER, the consideration for this license is included in the Contract Price

payable to DESIGN/BUILDER under the Contract Document.

8. OWNER'S failure to materially comply with the OPERATING PROCEDURES shall

void all representations and warranties set forth in Exhibit A to the

Agreement relating to the performance of the Project.

9. The limited license granted to OWNER shall not be assigned or sublicensed,

in whole or in part, without the prior written consent of DESIGN/BUILDER,

which consent will not be unreasonably withheld. Prior to any such

assignment or sublicense, OWNER shall obtain from such assignee or

sublicensee an agreement to be bound by all of the provisions contained

herein, in form and substance acceptable to DESIGN/BUILDER.

10. The PROPRIETARY PROPERTY is confidential and proprietary. OWNER shall keep

the PROPRIETARY PROPERTY confidential, and shall use all reasonable efforts

to maintain the PROPRIETARY PROPERTY as secret and confidential. OWNER

shall not at any time without DESIGN/BUILDER's prior written consent, copy,

duplicate, record or otherwise reproduce the PROPRIETARY PROPERTY, in whole

or in part, or otherwise make the same available to any unauthorized

person. OWNER agrees that DESIGN/BUILDER would be irreparably damaged by

reason of any violation of the confidentiality provisions contained herein

and that any remedy at law for a breach of such provisions would be

inadequate. Therefore, DESIGN/BUILDER shall be entitled to seek injunctive

or other equitable relief in a court of competent jurisdiction against

OWNER, its agents, employees, affiliates, partners, members, stockholders,

officers or other associates, for any breach or threatened breach of the

confidentiality covenants contained herein without the necessity of proving

actual monetary loss. It is expressly understood that the remedy described

herein shall not be the exclusive remedy of DESIGN/BUILDER for any breach

of such covenants, and DESIGN/BUILDER shall be entitled to seek such other

relief or remedy, at law or in equity, to which it may be entitled as a

consequence of any breach of such covenants.

11. Nothing herein or the AGREEMENT shall be interpreted or construed as

granting OWNER a license or right to use the PROPRIETARY PROPERTY in the

design or construction of any enlargement or expansion of the Project.

12. The laws of the State of Kansas shall govern the validity of the provisions

contained herein, the construction of such provisions, and the

interpretation of the rights and duties of the parties. Any legal action

brought to enforce or construe the provisions of this Exhibit shall be

brought in courts located in Kansas, and the parties agree to the exclusive

<PAGE>

jurisdiction of such courts and agree that they will not invoke the

doctrine of forum non conveniens or other similar defenses.

13. The provisions of this Exhibit shall survive the termination or expiration

of the Contract Documents

The foregoing provisions are part of, and incorporated into, the Agreement and

should be interpreted consistently therewith. Unless otherwise defined herein or

unless the context otherwise requires, capitalized terms used herein shall have

the meaning given to such terms in the Contract Documents. In the event any of

the foregoing provisions is contrary to any provision in the Agreement (or any

other document referenced therein), the foregoing provision shall supercede and

have precedence over such contrary provision.

<PAGE>

GENERAL CONDITIONS OF THE

CONTRACT BETWEEN

OWNER AND

DESIGN/BUILDER

ARTICLE 1-DEFINITIONS

1. 01 Defined Terms

A. Wherever used in these General Conditions or in the other Contract

Documents the following terms have the meanings indicated which are applicable

to both the singular and plural thereof:

1. Agreement--The Agreement Between Owner and Design/Builder on the Basis

of a Stipulated Price covering the Work. Other Contract Documents are

incorporated into the Agreement and made a part thereof as provided

therein.

2. Application for Payment--The form which is to be used by DESIGN/BUILDER

in requesting progress or final payments and which is to be accompanied by

such supporting documentation as is required by the Contract Documents.

3. Asbestos--Any material that contains more than one percent (1%) asbestos

and is friable or is releasing asbestos fibers into the air above current

action levels established by the United States Occupational Safety and

Health Administration.

4. Bonds--Performance and payment bonds and other instruments of security.

5. Cash Flow Projection--A schedule prepared by DESIGN/BUILDER estimating

that portion of the Contract Price to be due during each month of

performance.

6. Change Order-A written order which is signed by DESIGN/BUILDER and OWNER

which authorizes an addition, deletion or revision in the Work, or an

adjustment in the Contract Price or the Contract Times, issued on or after

the Effective Date of the Agreement.

7. Construction--The performing or furnishing of labor, the furnishing and

incorporating of materials and equipment into the Work and the furnishing

of services (other than Design Professional Services) and documents, all as

required by the Contract Documents. Construction includes the materials and

equipment incorporated into the Project.

8. Construction Subagreement--A written agreement between DESIGN/BUILDER

and a construction contractor for provision of Construction.

9. Contract Documents--The Agreement and related exhibits, the Notice to

Proceed, these General Conditions, the Specifications and the Drawings

together with all Change Orders, and Written Amendments, issued on or after

the Effective Date of the Agreement.

10. Contract Price-The moneys payable by OWNER to DESIGN/BUILDER for

completion of the Work in accordance with the Contract Documents.

11. Contract Times--The number of days or the dates stated in the Agreement

(i) to achieve Substantial Completion, and (ii) to complete the Work so

that it is ready for final payment of the Contract Price in accordance with

paragraph 13.08.

<PAGE>

12. defective--An adjective which when modifying the term Construction

refers to Construction that is unsatisfactory, faulty or deficient, in that

it does not conform to the Contract Documents, or does not meet the

requirements of any inspection, reference standard, test or approval

referred to in the Contract Documents, or has been damaged prior to OWNER'S

final payment.

13. DESIGN/BUILDER-ICM, Inc., a Kansas corporation.

14. Design Subagreement--A written agreement between DESIGN/BUILDER and a

design professional for provision of Design Professional Services.

15. Design Professional Services--Services provided by or for licensed

design professionals during Construction, or operational phases of the

Project, including the development of drawings, Specifications, and other

design submittals specified by the Contract Documents and required to be

performed by licensed design professionals..

16. Drawings--Those portions of the Contract Documents prepared by or for

DESIGN/BUILDER and approved by OWNER consisting of drawings, diagrams,

illustrations, schedules and other data which show the scope, extent, and

character of the Work.

17. Effective Date of the Agreement--The date indicated in the Agreement on

which it becomes effective, but if no such date is indicated it means the

date on which the Agreement is signed and delivered by the last of the two

parties to sign and deliver.

18. Engineer--A duly licensed individual or entity designated by

DESIGN/BUILDER to perform or furnish specified Design Professional Services

in connection with the Work.

19. Hazardous Condition--The presence at the Site of Asbestos, Hazardous

Waste, PCB's, Petroleum Products or Radioactive Materials in such

quantities or circumstances that there is a danger to persons or property.

20. Hazardous Waste--The term Hazardous Waste shall have the meaning

provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section

6903).

21. Laws and Regulations; Laws or Regulations--Any and all applicable laws,

rules, regulations, ordinances, codes, permits, and orders of any and all

governmental bodies, agencies, authorities and courts having jurisdiction.

22. Liens--Charges, security interests or encumbrances upon real property

or personal property.

23. Notice to Proceed-A written notice given by OWNER to DESIGN/BUILDER

fixing the date on which the Contract Times will commence to run.

24. OWNER-The public body, or authority, individual or entity with whom

DESIGN/BUILDER has entered into the Agreement and for whom the Work is to

be provided.

25. PCBs--Polychlorinated biphenyls.

<PAGE>

26. Petroleum--Petroleum, including crude oil or any fraction thereof which

is liquid at standard conditions of temperature and pressure (60 degrees

Fahrenheit and 14.7 pounds per square inch absolute), such as oil,

petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil

mixed with other non-Hazardous Wastes and crude oils.

27. Project--The Construction to be provided under the Contract Documents

as provided in paragraph 1.01 of the Agreement.

28. Radioactive Material--Source, special nuclear, or byproduct material as

defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as

amended from time to time.

29. Schedule of Values-A schedule prepared by DESIGN/BUILDER and acceptable

to OWNER indicating that portion of the Contract Price to be paid for each

major component of the Work.

30. Site--Lands or other areas designated in the Contract Documents as

being furnished by OWNER for the performance of the Construction, storage,

or access.

31. Specifications--Those portions of the Contract Documents prepared by or

for DESIGN/BUILDER and approved by OWNER consisting of written technical

descriptions of materials, equipment, construction systems, standards and

workmanship as applied to the Construction and certain administrative

details applicable thereto.

32. Subcontractor--An individual or entity other than a Supplier or

Engineer having a direct contract with DESIGN/BUILDER or with any other

Subcontractor for the performance of a part of the Work.

33. [not used]

34. Substantial Completion--The time at which the Construction (or a

specified part) has progressed to the point where it is sufficiently

complete, in accordance with the Contract Documents, so that ethanol can be

produced at the capacity of 40 million gallons per year. The terms

"substantially complete" and "substantially completed" as applied to the

Construction refer to Substantial Completion of Construction.

35. Supplier--A manufacturer, fabricator, supplier, distributor,

materialman or vendor having a direct contract with DESIGN/BUILDER or with

any Subcontractor to furnish materials or equipment to be incorporated in

the Work by DESIGN/BUILDER or any Subcontractor.

36. Work--The entire completed construction or the various separately

identifiable parts thereof required to be performed or furnished under the

Contract Documents. Work includes and is the result of performing or

furnishing Design Professional Services and Construction required by the

Contract Documents.

37. Written Amendment--A written amendment of the Contract Documents,

signed by OWNER and DESIGN/BUILDER on or after the Effective Date of the

Agreement and normally dealing with the nonengineering or nontechnical

rather than strictly design or construction-related aspects of the Contract

Documents.

<PAGE>

ARTICLE 2--PRELIMINARY MATTERS

2.01 Commencement of Contract Times; Notice to Proceed

A. The Contract Times will commence to run on the day indicated in the

Notice to Proceed. A Notice to Proceed may be given at any time within the

period of time set forth in Section 9.07 of the Agreement.

2.02 Starting the Work

A. DESIGN/BUILDER shall start to perform the Work on the date when the

Contract Times commence to run.

2.03 Before Starting Construction

A. DESIGN/BUILDER shall submit the following for review within ten (10)

days after commencement of the Contract Times:

1. A preliminary progress schedule indicating the times (number of days or

dates) for starting and completing the various stages in the design and

construction of the Work;

2. A preliminary Schedule of Values for all of the Work, which will include

quantities and prices of items aggregating the Contract Price and will

subdivide the Work into component parts in sufficient detail acceptable to

OWNER to serve as the basis for progress payments during performance of the

Work. Such prices will include a pro rata amount of overhead and profit

applicable to each item of Work; and

3. A preliminary Cash Flow Projection.

B. Before any Work is started, DESIGN/BUILDER and OWNER shall each deliver

to the other, with copies to each additional insured, certificates of insurance

(and other evidence of insurance which either of them or any additional insured

may reasonably request) which DESIGN/BUILDER and OWNER respectively are required

to purchase and maintain in accordance with paragraphs 5.02.A, 5.04.A and

5.04.B.

2.04 Initial Conference

A. Within twenty (20) days after the Contract Times start to run, a

conference by telephone or in person with OWNER, DESIGN/BUILDER and others as

appropriate will be held to establish a working understanding among the parties

as to the Work and to discuss the design concepts, schedules referred to in

paragraph 2.03.A, processing Applications for Payment, maintaining required

records, items required pursuant to paragraph 8.01.A.6 and other matters.

2.05 Initially Acceptable Schedules

A. At least ten (10) days before submission of the first Application for

Payment a conference by telephone or in person with DESIGN/BUILDER, OWNER and

others as appropriate will be held to review for acceptability the schedules

submitted in accordance with paragraph 2.03.A. DESIGN/BUILDER shall have an

additional ten (10) days to make corrections and adjustments and to complete and

resubmit the

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schedules. No progress payment shall be made to DESIGN/BUILDER until the

schedules are submitted to and acceptable to OWNER as provided below. The

progress schedule will be acceptable to OWNER as providing an orderly

progression of the Work to completion within the Contract Times, but such

acceptance will neither impose on OWNER responsibility for the sequencing,

scheduling or progress of the Work nor interfere with or relieve DESIGN/BUILDER

from DESIGN/BUILDER's full responsibility therefor. The format and structure of

the progress schedule will be acceptable to OWNER. OWNER'S acceptance shall not

be deemed to confirm that the schedule is a reasonable plan for performing the

Work. DESIGN/BUILDER's Schedule of Values and Cash Flow Projection will be

acceptable to OWNER as to form and substance.

ARTICLE 3-CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.01 Intent

A. The Contract Documents comprise the entire agreement between OWNER and

DESIGN/BUILDER concerning the Work. The Contract Documents are complementary;

what is called for by one is as binding as if called for by all. The Contract

Documents will be construed in accordance with the laws of the State of Kansas.

Except as otherwise required by applicable Laws and Regulations, the Contract

Documents shall govern the obligations of the parties regarding the Work and

Project.

B. It is the intent of the Contract Documents to describe a functionally

complete Project to be designed and constructed in accordance with the Contract

Documents. Any Work, materials or equipment that may reasonably be inferred from

the Contract Documents or from prevailing custom or trade usage as being

required to produce the intended result will be furnished and performed whether

or not specifically called for. When words or phrases which have a well-known

technical or construction industry or trade meaning are used to describe work,

materials or equipment, such words or phrases shall be interpreted in accordance

with that meaning.

3.02 References

A. Reference to standards, specifications, manuals or codes of any

technical society, organization or association, or to the Laws or Regulations of

any governmental authority, whether such reference be specific or by

implication, shall mean the latest standard, specification, manual, code or Laws

or Regulations in effect on the Effective Date of the Agreement except as may be

otherwise specifically stated in the Contract Documents.

B. No provision of any standard, specification, manual, code or instruction

shall be effective to change the duties and responsibilities of OWNER,

DESIGN/BUILDER or any of their subcontractors, consultants, agents, or employees

from those set forth in the Contract Documents, nor shall it be effective to

assign to OWNER any duty or authority to supervise or direct the furnishing or

performance of the Work or any duty or authority to undertake responsibility

inconsistent with the provisions of Article 8 or any other provision of the

Contract Documents.

3.03 Amending and Supplementing Contract Documents

A. The Contract Documents may be amended to provide for additions,

deletions and revisions in the Work or to modify the terms and conditions

thereof in one or more of the following ways:

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1. A Change Order; or

2. A formal Written Amendment.

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3.04 Reuse of Documents

A. All documents including Drawings and Specifications prepared or

furnished by DESIGN/BUILDER pursuant to the Contract Documents are instruments

of service in respect of the Project and DESIGN/BUILDER shall retain an

ownership and property interest therein whether or not the Project is completed.

OWNER may make and retain copies for information and reference in connection

with the use and occupancy of the Project by OWNER and others; however, such

documents are not intended or represented to be suitable for reuse by OWNER or

others on extensions of the Project or on any other project. Any reuse without

written verification or adaptation by DESIGN/BUILDER for the specific purpose

intended will be at OWNER'S sole risk and without liability or legal exposure to

DESIGN/BUILDER, and OWNER shall indemnify and hold harmless DESIGN/BUILDER,

Subcontractors, and Engineer from all claims, damages, losses and expenses

including attorneys' fees arising out of or resulting therefrom. Any such

verification or adaptation will entitle DESIGN/BUILDER to further compensation

at rates to be agreed upon by OWNER and DESIGN/BUILDER.

B. In addition to paragraph 3.04.A, all documents including Drawings and

Specifications prepared or furnished by DESIGN/BUILDER pursuant to the Contract

Documents are subject to the use and disclosure restrictions set forth in

Exhibit C attached to the Agreement. Nothing contained in paragraph 3.04.A.

shall be construed or interpreted as granting OWNER any rights or interest in

the PROPRIETARY PROPERTY (as defined in Exhibit C) other than as expressly

provided in Exhibit C attached to the Agreement.

ARTICLE 4--AVAILABILITY OF LANDS; DIFFERING SITE CONDITIONS; REFERENCE POINTS;

HAZARDOUS CONDITIONS

4.01 Availability of Lands

A. OWNER shall furnish, as indicated in the Contract Documents, the lands

upon which the Construction is to be performed, rights-of-way and easements for

access thereto, and such other lands which are designated for the use of

DESIGN/BUILDER.

B. Upon reasonable written request, OWNER shall furnish DESIGN/BUILDER with

a correct statement of record legal title and legal description of the lands

upon which the Construction is to be performed and OWNER'S interest therein.

OWNER shall identify any encumbrances or restrictions not of general application

but specifically related to use of lands so furnished with which DESIGN/BUILDER

will have to comply in performing the Work. Easements for permanent structures

or permanent changes in existing facilities will be obtained and paid for by

OWNER, unless otherwise provided in the Contract Documents.

C. OWNER shall provide any of its lands and access thereto that may be

required for temporary construction facilities or storage of materials and

equipment.

4.02 Differing Site Conditions

A. DESIGN/BUILDER shall promptly, and before the conditions are disturbed,

give a written notice to OWNER of (i) subsurface or latent physical conditions

at the Site which differ materially from those indicated in the OWNER'S

geotechnical report for the Project site or the land and grading specifications

required by DESIGN/BUILDER, or (ii) unknown physical conditions at the Site, of

an unusual nature,

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which differ materially from those ordinarily encountered and generally

recognized as inhering in work of the character called for by the Contract

Documents.

B. OWNER will investigate the site conditions promptly after receiving the

notice. If the conditions do materially so differ and cause an increase or

decrease in the DESIGN/BUILDER's cost of performing any part of the Work, an

equitable adjustment shall be made under this clause and the Contract Price

modified in writing by Change Order in accordance with Article 9.

C. No request by DESIGN/BUILDER for an equitable adjustment under paragraph

4.02 shall be allowed unless DESIGN/BUILDER has given the written notice

required; provided that the time prescribed in paragraph 9.02.A for giving

written notice may be extended by OWNER.

4.03 Reference Points

A. DESIGN/BUILDER shall be responsible for laying out the construction and

shall protect and preserve the reference points established by OWNER pursuant to

paragraph 8.01.A.6.e and shall make no changes or relocations without the prior

written approval of OWNER. DESIGN/BUILDER shall report to OWNER whenever any

reference point or property monument is lost or destroyed or requires relocation

because of necessary changes in grades or locations, and shall be responsible

for the accurate replacement or relocation of such reference points or property

monuments by professionally qualified personnel.

4.04 Hazardous Conditions

A. OWNER represents and warrants that there is no Hazardous Condition or

materials that could create a Hazardous Condition existing at the Site as of the

Effective Date of the Agreement and that OWNER will be responsible for any

Hazardous Condition encountered at the Site which was not identified )in the

Contract Documents to be within the scope of the Work. OWNER shall not be

responsible for materials creating a Hazardous Condition brought to the Site by

DESIGN/BUILDER, Subcontractors, Suppliers or anyone else for whom DESIGN/BUILDER

is responsible.

B. DESIGN/BUILDER and any affected Subcontractor shall immediately (i) stop

all Construction in connection with such Hazardous Condition and in any area

affected thereby (except in an emergency as required by paragraph 6.15), and

(ii) notify OWNER (and thereafter confirm such notice in writing). OWNER shall

promptly determine the necessity of retaining a qualified expert to evaluate

such Hazardous Condition or take corrective action, if any. DESIGN/BUILDER shall

not be required to resume Construction in connection with such Hazardous

Condition or in any such affected area until after OWNER has obtained any

required permits related thereto and delivered to DESIGN/BUILDER special written

notice (i) specifying that such Hazardous Condition and any affected area is or

has been rendered safe for the resumption of Construction, or (ii) specifying

any special conditions under which such Construction may be resumed safely. If

OWNER and DESIGN/BUILDER cannot agree as to entitlement to or the amount or

extent of an adjustment, if any, in Contract Price as a result of such

Construction stoppage or such special conditions under which Construction is

agreed by DESIGN/BUILDER to be resumed, either party may make a claim therefor

as provided in Article 9.

C. To the fullest extent permitted by Laws and Regulations, OWNER shall

indemnify and hold harmless DESIGN/BUILDER, Subcontractors, Suppliers, Engineers

and the officers, directors, employees, agents, other consultants and

subcontractors of each and any of them from and against all claims, costs,

losses and damages (including but not limited to all reasonable fees and charges

of engineers, architects,

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attorneys and other professionals and all court.or arbitration or other dispute

resolution costs) arising out of or resulting from such Hazardous Condition.

Nothing in this paragraph 4.04.C shall obligate OWNER to indemnify any

individual or any entity, including DESIGN/BUILDER, from and against the

consequences of that individual's or entity's own negligence or willful

misconduct. OWNER shall not be obligated to indemnify or hold harmless

DESIGN/BUILDER, Subcontractors, Suppliers or any other individual or any entity

for any such claim, cost, loss or damage arising out of or resulting from

materials creating a Hazardous Condition brought to the Site by DESIGN/BUILDER,

Subcontractors, Suppliers or any other party for whom DESIGN/BUILDER is

responsible.

ARTICLE 5--BONDS AND INSURANCE

5.01 Performance, Payment and Other Bonds

A. DESIGN/BUILDER shall not be required to furnish a performance, payment

or any other Bonds.

5.02 DESIGN/BUILDER's Liability Insurance

A. DESIGN/BUILDER shall purchase and maintain such Commercial General

Liability (subject to customary exclusions in respect of professional

liability), Automobile Liability and Worker's Compensation insurance as is

appropriate for the Work being performed and furnished and as will provide

protection from claims set forth below which may arise out of or result from

DESIGN/BUILDER's performance and furnishing of the Work and DESIGN/BUILDER's

other obligations under the Contract Documents, whether it is to be performed or

furnished by DESIGN/BUILDER, any Subcontractor or Supplier, or by anyone

directly or indirectly employed by any of them to perform or furnish any of the

Work, or by anyone for whose acts any of them may be liable:

1. Claims under workers' compensation, disability benefits and other

similar employee benefit acts;

2. Claims for damages because of bodily injury, occupational sickness

or disease, or death of DESIGN/BUILDER's employees;

3. Claims for damages because of bodily injury, sickness or disease,

or death of any person other than DESIGN/BUILDER's employees;

4. Claims for damages insured by customary personal injury liability

coverage which are sustained (i) by any person as a result of an offense

directly or indirectly related to the employment of such person by

DESIGN/BUILDER, or (ii) by any other person for any other reason;

5. Claims for damages, other than to the Work itself, because of

injury to or destruction of tangible property wherever located other than

claims under paragraph 5.02.A.7. below, including loss of use resulting

therefrom;

6. Claims for damages because of bodily injury or death of any person

or property damage arising out of the ownership, maintenance or use of any

motor vehicle; and

7. Claims for professional errors and omissions arising from the

Design Professional Services provided for the Project.

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B. The policies of insurance required by paragraph 5.02.A shall:

1. With respect to insurance required by paragraphs 5.02.A.3 through

5.02.A.6 inclusive, include as additional insureds OWNER and any other

persons or entities identified in writing by OWNER, all of whom shall be

listed as additional insureds, and include coverage for the respective

officers and employees of all such additional insureds;

2. Include at least the specific coverages and be written for not less than

the limits of liability set forth in Exhibit D or required by Laws or

Regulations, whichever is greater;

3. Include completed operations insurance;

4. Include contractual liability insurance covering DESIGN/BUILDER's

indemnity obligations under paragraphs 6.06, 6.10 and 6.19;

5. Contain a provision or endorsement that the coverage afforded will not

be cancelled, materially changed or renewal refused until at least thirty

(30) days prior written notice has been given to OWNER and each other

additional insured to whom a certificate of insurance has been issued (and

the certificates of insurance furnished by the DESIGN/BUILDER pursuant to

paragraph 5.08.B will so provide);

6. Remain in effect at least until final payment and at all times

thereafter when DESIGN/BUILDER may be correcting, removing or replacing

defective Construction in accordance with paragraphs 12.06 and 12.07;

7. With respect to completed operations insurance, remain in effect for at

least one year after final payment (and DESIGN/BUILDER shall furnish

OWNER and each other additional insured to whom a certificate of insurance

has been issued evidence satisfactory to OWNER and any such additional

insured of continuation of such insurance at final payment); and

8. DESIGN/BUILDER shall maintain in effect all insurance coverage required

under this paragraph at the DESIGN/BUILDER'S sole expense with insurance

companies (and policies) approved by OWNER and lawfully authorized to do

business in the jurisdiction in which the Project is located. If the

DESIGN/BUILDER fails to obtain or maintain any insurance coverage required

under this Agreement, the OWNER may purchase such coverage and charge the

expense to the DESIGN/BUILDER, or terminate this Agreement for cause in

accordance with paragraph 14.02 below.

5.03 OWNER 's Liability Insurance

A. In addition to the insurance required to be provided by DESIGN/BUILDER

under paragraph 5.02, OWNER, at OWNER'S option, may purchase and maintain at

OWNER'S expense OWNER'S own liability insurance as will protect OWNER against

claims which may arise from operations under the Contract Documents.

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