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LUMP SUM DESIGN-BUILD AGREEMENT

Design Contract

LUMP SUM DESIGN-BUILD AGREEMENT | Document Parties: GREEN PLAINS RENEWABLE ENERGY, INC. | FAGEN, INC. You are currently viewing:
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GREEN PLAINS RENEWABLE ENERGY, INC. | FAGEN, INC.

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Title: LUMP SUM DESIGN-BUILD AGREEMENT
Governing Law: Minnesota     Date: 2/27/2006
Industry: Chemical Manufacturing    

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                         LUMP SUM DESIGN-BUILD AGREEMENT


                                     BETWEEN


                  GREEN PLAINS RENEWABLE ENERGY, INC. ("OWNER")


                                        AND


                         FAGEN, INC. ("DESIGN-BUILDER")



                                January 13, 2005


<PAGE>

                                TABLE OF CONTENTS


                                                                             Page


Article 1 Definitions, Rules of Interpretation................................1

   1.1       Rules of Construction.............................................1
   1.2       Defined Terms.....................................................2

Article 2 The Project.........................................................6

   2.1       Services to be Performed..........................................6
   2.2       Extent of Agreement...............................................6
   2.3       Conflicting Provisions............................................7

Article 3 Design-Builder Responsibilities.....................................7

   3.1       Design-Builder's Services in General..............................7
   3.2       Design Development and Service....................................7
   3.3       Standard of Care..................................................9
   3.4       Government Approvals and Permits..................................9
   3.5       Subcontractors....................................................9
   3.6       Maintenance of Site..............................................10
   3.7       Project Safety...................................................10
   3.8       Submission of Reports............................................10
   3.9       Training.........................................................11

Article 4 Owner's Responsibilities...........................................11

   4.1       Duty to Cooperate................................................11
   4.2       Furnishing of Services and Information...........................11
   4.3       Financial Information; Cooperation with Lenders; Failure to
              Obtain Financial Closing.......................................12
   4.4        Owner's Representative...........................................13
   4.5       Government Approvals and Permits.................................13
   4.6       Owner's Separate Contractors.....................................13
   4.7       Security.........................................................13

Article 5 Ownership of Work Product; Risk of Loss............................14

   5.1       Work Product.....................................................14
   5.2       Owner's Limited License Upon Payment in Full.....................14
   5.3       Owner's Limited License Upon Owner's Termination for
              Convenience or Design-Builder's Election to Terminate..........15
   5.4       Owner's Limited License Upon Design-Builder's Default............15
   5.5       Owner's Indemnification for Use of Work Product..................15
   5.6       Risk of Loss.....................................................16

Article 6 Commencement and Completion of the Project.........................16

    6.1       Work Schedule....................................................16
   6.2       Phase I and Phase II Engineering.................................16


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                                Table of Contents
                                   (continued)

                                                                            Page

   6.3       Notice to Proceed; Commencement..................................17
   6.4       Project Start-Up and Testing.....................................17
   6.5       Substantial Completion...........................................17
   6.6       Final Completion.................................................19
   6.7       Post-Completion Support..........................................20

Article 7 Performance Testing and Liquidated Damages.........................20

   7.1       Performance Guarantee............................................20
   7.2       Performance Testing..............................................21
   7.3       Liquidated Damages...............................................22
   7.4       Bonds and Other Performance Security.............................22

Article 8 Warranties.........................................................23

   8.1       Design-Builder Warranty..........................................23
   8.2       Correction of Defective Work.....................................24
   8.3       Warranty Period Not Limitation to Owner's Rights.................24

Article 9 Contract Price.....................................................25

   9.1       Contract Price...................................................25

Article 10 Payment Procedures................................................25

   10.1      Payment at Financial Closing.....................................25
   10.2      Progress Payments................................................25
   10.3      Final Payment....................................................26
   10.4      Failure to Pay Amounts Due.......................................27
   10.5      Design-Builder's Payment Obligations.............................27
   10.6      Record Keeping and Finance Controls..............................27

Article 11 Hazardous Conditions and Differing Site Conditions................27

   11.1      Hazardous Conditions.............................................27
   11.2      Differing Site Conditions; Inspection............................28

Article 12 Force Majeure; Change in Legal Requirements.......................29

   12.1      Force Majeure Event..............................................29
   12.2      Effect of Force Majeure Event....................................29
   12.3      Change in Legal Requirements.....................................30
   12.4      Effect of Industry-Wide Disruption on Contract Price.............30
   12.5      Time Impact and Availability.....................................31

Article 13 Changes to the Contract Price and Scheduled Completion Dates......31

   13.1      Change Orders....................................................31
   13.2      Contract Price Adjustments.......................................31
   13.3      Emergencies......................................................32
   13.4      Requests for Contract Adjustments and Relief.....................32

Article 14 Indemnity.........................................................33


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                                Table of Contents
                                   (continued)

                                                                            Page

   14.1      Tax Claim Indemnification........................................33
   14.2      Payment Claim Indemnification....................................33
   14.3      Design Builder's General Indemnification.........................33
   14.4      Owner's General Indemnification..................................34

Article 15 Stop Work; Termination for Cause..................................34

   15.1      Owner's Right to Stop Work.......................................34
   15.2      Owner's Right to Perform and Terminate for Cause.................34
   15.3      Owner's Right to Terminate for Convenience.......................36
   15.4      Design-Builder's Right to Stop Work..............................36
   15.5      Design-Builder's Right to Terminate for Cause....................37
   15.6      Bankruptcy of Owner or Design-Builder............................37
   15.7      Lenders' Right to Cure...........................................38

Article 16 Representatives of the Parties....................................38

   16.1      Designation of Owner's Representatives...........................38
   16.2      Designation of Design-Builder's Representatives..................39

Article 17 Insurance.........................................................39

   17.1      Insurance........................................................39
   17.2      Design-Builder's Insurance Requirements..........................40
   17.3      Owner's Liability Insurance......................................41
   17.4      Owner's Property Insurance.......................................41
   17.5      Coordination with Loan Documents.................................43

Article 18 Representations and Warranties....................................43

   18.1      Design-Builder and Owner Representations and Warranties..........43
    18.2      Design-Builder Representations and Warranties....................44

Article 19 Dispute Resolution................................................44

   19.1      Dispute Avoidance and Mediation..................................44
   19.2      Arbitration......................................................44
   19.3      Duty to Continue Performance.....................................45
   19.4      Consequential Damages............................................45

Article 20 Confidentiality of Shared Information.............................45

   20.1      Non-Disclosure Obligation........................................45
   20.2      Publicity and Advertising........................................46
   20.3      Term of Obligation...............................................46

Article 21 Miscellaneous.....................................................46

   21.1      Assignment.......................................................46
   21.2      Successors.......................................................46
   21.3      Governing Law....................................................47
   21.4      Severability.....................................................47

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                                Table of Contents
                                   (continued)

                                                                            Page

   21.5      No Waiver........................................................47
   21.6      Headings.........................................................47
   21.7      Notice    ........................................................47
   21.8      No Privity with Design Consultant/Subcontractors.................48
   21.9      Amendments.......................................................48
   21.10     Entire Agreement.................................................48
   21.11     Third-Party Beneficiaries........................................48
   21.12     Counterparts.....................................................48
   21.13     Survival.........................................................48

SCHEDULE 4.2.1...............................................................50

EXHIBIT A ...................................................................A-1
EXHIBIT B....................................................................B-1
EXHIBIT C....................................................................C-1
EXHIBIT D....................................................................D-1
EXHIBIT E....................................................................E-1
EXHIBIT F....................................................................F-1
EXHIBIT G....................................................................G-1
EXHIBIT H....................................................................H-1
EXHIBIT I....................................................................I-1
EXHIBIT J....................................................................J-1
EXHIBIT K....................................................................K-1
EXHIBIT L....................................................................L-1
EXHIBIT M....................................................................M-1
EXHIBIT N....................................................................N-1

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                         LUMP SUM DESIGN-BUILD CONTRACT

         This LUMP SUM DESIGN-BUILD CONTRACT (the "Agreement") is made as of
January 13, 2005, (the "Effective Date") by and between Green Plains Renewable
Energy, Inc. an Iowa limited liability company (the "Owner") and Fagen, Inc., a
Minnesota corporation (the "Design-Builder").


                                    RECITALS

         A. The Owner desires to develop, construct, own and operate a 50
million gallons per year ("MGY") dry grind ethanol production facility located
at Shenandoah, Iowa (the "Plant"); and

         B. Design-Builder desires to provide design, engineering, procurement
and construction services for the Plant.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein and for other good and valuable consideration,
Owner and Design-Builder agree as follows.


                                    AGREEMENT
                                   Article 1

                      Definitions; Rules of Interpretation

         1.1 Rules of Construction. The capitalized terms listed in this Article
shall have the meanings set forth herein whenever the terms appear in this
Agreement, whether in the singular or the plural or in the present or past
tense. Other terms used in this Agreement but not listed in this Article shall
have meanings as commonly used in the English language and, where applicable, in
generally accepted construction and design-build standards of the fuel ethanol
industry in the Midwest United States. Words not otherwise defined herein that
have well known and generally accepted technical or trade meanings are used
herein in accordance with such recognized meanings. In addition, the following
rules of interpretation shall apply:

         (a)       The masculine shall include the feminine and neuter.

         (b)       References to "Articles," "Sections," "Schedules," or
                  "Exhibits" shall be to Articles, Sections, Schedules or
                  Exhibits of this Agreement.

         (c)       This Agreement was negotiated and prepared by each of the
                  Parties with the advice and participation of counsel. The
                  Parties have agreed to the wording of this Agreement and none
                  of the provisions hereof shall be construed against one Party
                  on the ground that such Party is the author of this Agreement
                  or any part hereof.

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         1.2 Defined Terms. In addition to definitions appearing elsewhere in
this Agreement, the following terms have the following meanings:

AAA is defined in Section 19.1.

Agreement is defined in the Preamble.

Air Emissions Tester means a third party entity engaged by Owner meeting all
required state and federal requirements for such testing entities, to conduct
air emissions testing of the Plant in accordance with Exhibit A.

Applicable Law means
         (a)       any and all laws, legislation, statutes, codes, acts, rules,
                   regulations, ordinances, treaties or other similar legal
                  requirements enacted, issued or promulgated by a Governmental
                  Authority;
         (b)       any and all orders, judgments, writs, decrees, injunctions,
                  Governmental Approvals or other decisions of a Governmental
                  Authority; and
         (c)       any and all legally binding announcements, directives or
                  published practices or interpretations, regarding any of the
                  foregoing in (a) or (b) of this definition, enacted, issued or
                  promulgated by a Governmental Authority;
to the extent, for each of the foregoing in (a), (b) and (c) of this definition,
applicable to or binding upon (i) a Party, its affiliates, its shareholders, its
members, it partners or their respective representatives, to the extent any such
person is engaged in activities related to the Project; or (ii) the property of
a Party, its affiliates, its shareholders, its members, its partners or their
respective representatives, to the extent such property is used in connection
with the Project or an activity related to the Project.

Application for Payment is defined in Section 10.2.1.

As Built Plans is defined in Section 5.2.

Bankrupt Party is defined in Section 15.6.1.

Baseline Index is defined in Section 12.4.1.

CCI is defined in Section 12.4.1.

Certificate of Substantial Completion is defined in Section 6.5.3

Change Order is defined in Section 13.1.1.

Construction Documents is defined in Section 3.2.2.

Contract Documents is defined in Section 2.2.

Contract Price is defined in Section 9.1.

Damages is defined in Section 14.3.1.

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Day or Days shall mean calendar days unless otherwise specifically noted in the
Contract Documents.

Design-Builder is defined in the Preamble.

Design-Builder's Representative is defined in Section 16.2.

Design-Builder's Senior Representative is defined in Section 16.2.

Design Consultant is a qualified, licensed design professional that is not an
employee of Design-Builder, but is retained by Design-Builder, or employed or
retained by anyone under contract with Design-Builder or Subcontractor, to
furnish design services required under the Contract Documents.

Differing Site Conditions is defined in Section 11.2.1.

Early Completion Bonus is defined in Section 6.5.4.

Effective Date is defined in the Preamble.

Final Application for Payment is defined in Section 10.3.

Final Completion is defined in Section 6.6.2.

Final Completion Date is the date that is 90 Days after the Substantial
Completion Date.

Final Payment is defined in Section 10.3.

Financial Closing means the execution of the Financing Documents by all the
parties thereto, and the fulfillment of all conditions precedent thereunder
necessary to permit the advance of funds to pay amounts due under this
Agreement.

Financing Documents means the final loan documents with the lender or lenders
providing financing for the construction or term financing of the Plant.

Force Majeure Event is defined in Section 12.1.

Governmental Approvals are any material authorizations or permissions issued or
granted by any Governmental Authority to the Project, its Owner, the
Design-Builder, Subcontractors and their affiliates in connection with any
activity related to the Project.

Governmental Authority means any federal, state, local or municipal governmental
body; any governmental, quasi-governmental, regulatory or administrative agency,
commission, body or other authority exercising or entitled to exercise any
administrative, executive, judicial, legislative, policy, regulatory or taxing
authority or power; or any court or governmental tribunal; in each case having
jurisdiction over the Owner, the Design-Builder, the Project, or the Site.

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Hazardous Conditions are any materials, wastes, substances and chemicals deemed
to be hazardous under applicable Legal Requirements, or the handling, storage,
remediation, or disposal of which are regulated by applicable Legal
Requirements.

ICM is defined in Section 5.2.1.

ICM License Agreement means the license agreement to be executed between Owner
and ICM, Inc., substantially in the form attached hereto as Exhibit D.

Indemnified Parties is defined in Section 5.2.

Independent Engineer means Owner's and Lenders' independent engineer.

Industry-Wide Disruption is defined in Section 12.4.

Legal Requirements or Laws are all applicable federal, state and local statutes,
laws, codes, ordinances, rules, regulations, judicial decisions, orders, decrees
plans, injunctions, permits, tariffs, governmental agreements and governmental
restrictions, whether now or hereafter in effect, of any government or
quasi-government entity having jurisdiction over the Project or Site, the
practices involved in the Project or Site, or any Work, including any consensus
standards for materials, products, systems, and services established by ASTM
International, any successor organization thereto, or any Governmental
Authority.

Lenders means the lenders that are party to the Financing Documents.

Lenders' Agent means an agent or agents acting on behalf of the Lenders.

Manufacturer's Warranty shall mean a warranty provided by the original
manufacturer or vendor of equipment used by Design-Builder in the Plant.

MGY is defined in the Recitals.

Notice to Proceed is defined in Section 6.3.

Oversight Items is defined in Section 4.3.

Owner is defined in the Preamble.

Owner Indemnified Parties is defined in Section 14.3.1.

Owner's Representative is defined in Section 16.1.

Owner's Senior Representative is defined in Section 16.1.

Pass Through Warranties mean any warranties provided to Design-Builder by a
Subcontractor which are assigned to Owner.

Pay Period means, with respect to a given Application for Payment or Progress
Report, the one month period following the last day of the previous Pay Period

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to which the immediately prior Application for Payment or Progress Report is
applied; provided that the initial Pay Period shall commence on the date of
delivery of the Notice to Proceed and end on the 24th day of the calendar month
during which the Notice to Proceed is issued.

Payment Bond is defined in Section 7.4.2.

Performance Bond is defined in Section 7.4.1.

Performance Guarantee Criteria means the criteria listed in Exhibit A.

Performance Tests is defined in Section 7.2.1.

Phase I is defined in Exhibit C.

Phase II is defined in Exhibit C.

Plant is defined in the Recitals.

Preliminary Construction Documents is defined in Section 3.2.1.

Progress Report is defined in Section 3.8.

Project is defined in Section 2.1.

Project Scope is defined in Exhibit B.

Punch List is defined in Section 6.5.3.

Qualified Independent Expert means an expert retained by Owner and approved by
Design-Builder pursuant to Section 11.1.2.

Safety Representative is defined in Section 3.7.1.

Schedule of Values is defined in Section 10.2.5.

Scheduled Substantial Completion Date is defined in Section 6.5.1.

Site is the land or premises on which the Project is located.

Subcontractor is any person or entity retained by Design-Builder, or by any
person or entity retained directly or indirectly by Design-Builder, in each case
as an independent contractor to perform a portion of the Work and shall include
materialmen and suppliers.

Substantial Completion is defined in Section 6.5.2.

Work is defined in Section 3.1.

Work Product is defined in Section 5.1.

Work Schedule is defined in Section 6.1.

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                                   Article 2
                                   The Project

         2.1 Services to be Performed. Pursuant to this Agreement,
Design-Builder shall perform all work and services in connection with the
engineering, design, procurement, construction startup, Perfomance Tests,
training for the operation and maintenance of the Plant, and provide all
material, equipment, tools and labor necessary to complete the Plant in
accordance with the terms of this Agreement. The Plant, together with all
equipment, labor, services and materials furnished hereunder is defined as the
"Project."

         2.2 Extent of Agreement. This Agreement consists of the following
documents, and all exhibits, schedules, appendices and attachments hereto and
thereto (collectively, the "Contract Documents"):

                  2.2.1 All written modifications, amendments and change orders
to this Agreement.

                  2.2.2 This Agreement, including all exhibits and attachments,
executed by Owner and Design-Builder, including those below:

         List of Exhibits                                     
         Exhibit A              Performance Guarantee Criteria
         Exhibit B              General Project Scope
         Exhibit C              Owner's Responsibilities
         Exhibit D              ICM License Agreement
         Exhibit E              Schedule of Values
         Exhibit F              Progress Report
         Exhibit G              Permits Required
         Exhibit H              Form of Performance Bond
         Exhibit I              Form of Payment Bond
         Exhibit J              Work Schedule
         Exhibit K              Preliminary Construction Documents
         Exhibit L               Draw (Payment) Schedule
         Exhibit M              Air Emissions Application or Permit
         Exhibit N              Phase I and Phase II Engineering Services
                               Agreement
        
                  2.2.3 Preliminary Construction Documents prepared by
Design-Builder pursuant to Section 3.2.1 and the Construction Documents to be
prepared by Design-Builder pursuant to Section 3.2.2 shall be incorporated in
this Agreement.

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January 13, 2006

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         2.3 Conflicting Provisions. In the event of any conflict or
inconsistency between the body of this Agreement and any Exhibit or Schedule
hereto, the terms and provisions of this Agreement, as amended from time to
time, shall prevail and be given priority. Subject to the foregoing, the several
documents and instruments forming part of this Agreement are to be taken as
mutually explanatory of one another and in the case of ambiguities or
discrepancies within or between such parts the same shall be explained and
interpreted, if possible, in a manner which gives effect to each part and which
avoids or minimizes conflicts among such parts. No oral representations or other
agreements have been made by the parties except as specifically stated in the
Contract Documents.

                                   Article 3
                         Design-Builder Responsibilities

         3.1 Design-Builder's Services in General. Except for services and
information to be provided by Owner and specifically set forth in Article 4 and
Exhibit C, Design-Builder shall perform or cause to be performed all design,
engineering, procurement, construction services, supervision, labor, inspection,
testing, start-up, material, equipment, machinery, temporary utilities and other
temporary facilities to complete construction of the Project consistent with the
Contract Documents (the "Work"). All design and engineering and construction
services and other Work of the Design-Builder shall be performed in accordance
with (i) the Project Scope as set forth in Exhibit B, (ii) the Construction
Documents, (iii) all Legal Requirements, and (iv) generally accepted
construction and design-build standards of the fuel ethanol industry in the
Midwest United States. Any design and engineering or other professional service
to be performed pursuant to this Agreement, which under Applicable Law must be
performed by licensed personnel, shall be performed by licensed personnel as
required by Law. The enumeration of specific duties and obligations to be
performed by the Design-Builder under the Contract Documents shall not be
construed to limit in any way the general undertakings of the Design-Builder as
set forth herein. Design-Builder's Representative shall be reasonably available
to Owner and shall have the necessary expertise and experience required to
supervise the Work. Design-Builder's Representative shall communicate regularly
with Owner and shall be vested with the authority to act on behalf of
Design-Builder.

         3.2 Design Development and Services.

                  3.2.1 As of the Effective Date, but in no event later than
thirty (30) Days from the Effective Date, Design-Builder has or shall have
provided to Owner the following documents, and any other documents reasonably
agreed to by Design-Builder and Owner as applying to the conceptual design of
the Project and required to apply for the construction air permit or completion
of the Site layout in cooperation with Owner's rail engineer (collectively, the
"Preliminary Construction Documents"), which shall be consistent with the
Project Scope and once approved by Owner, shall be part of this Agreement:

         a) major equipment lists, with sizes;

         b) process flow diagram;

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         c) process design criteria and/or process description; and

         d) Site layout.

Owner shall have thirty (30) Days from the date it receives the Preliminary
Construction Documents to review and approve such documents. The Preliminary
Construction Documents shall establish performance standards for the completed
Project and identify components required to meet those performance standards.
Any changes to the Preliminary Construction Documents shall be subject to the
prior review and approval by Owner, such approval not to be unreasonably
withheld or delayed.

                  3.2.2 Where required by Law, Design-Builder shall provide
through qualified,licensed design professionals employed by Design-Builder, or
procured from qualified, independent licensed Design Consultants, the necessary
design services, including architectural, engineering and other design
professional services, for the preparation of the required drawings,
specifications and other design submittals required to permit construction of
the Work in accordance with this Agreement and the Preliminary Construction
Documents (such drawings, specifications and design submittals collectively and
together with the Preliminary Construction Documents, the "Construction
Documents"). To the extent not prohibited by Legal Requirements, Design-Builder
may prepare Construction Documents for a portion of the Work to permit
construction to proceed on that portion of the Work prior to completion of the
Construction Documents for the entire Work.

                  3.2.3 Construction of the Plant shall be consistent with the
Construction Documents.

                  3.2.4 Design-Builder shall maintain a current, complete set of
drawings and specifications at the Site. Owner shall the right to review such
drawings and specifications. Owner and Independent Engineer may not make copies
of the available drawings and specifications without Design-Builder's written
permission, and, granted such permission, may only do so to the extent such
drawings and specifications directly pertain to the Plant; provided however
that, pursuant to Section 5.1 of this Agreement, Design-Builder retains
ownership of and property interests in any drawing or specifications made
available and/or copied.

Except as provided elsewhere in this Agreement, it is understood and agreed that
review, comment and/or approval by Owner (or its designees) or Independent
Engineer of any documents or submittals that Design-Builder is required to
submit to Owner (or its designees) or Independent Engineer hereunder for their
review, comment and/or approval (including without limitation the Preliminary
Construction Documents pursuant to Section 3.2.1 hereof or other Construction
Documents pursuant to Sections 3.2.2 and 3.2.4 hereof) shall not relieve or
release Design-Builder from any of its duties, obligations or liabilities
provided for under the terms of this Agreement or transfer any design liability
from Design-Builder to Owner.

         3.3 Standard of Care. All services performed by the Design-Builder and
its Subcontractors pursuant to the Construction Documents shall be performed in
accordance with the standard of care and skill generally accepted in the fuel
ethanol industry in the Midwest United States during the relevant time period or

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in accordance with any of the practices, methods and acts that in the exercise
of reasonable judgment in light of the facts known at the time the decision was
made, could have been expected to accomplish the desired result at a reasonable
cost consistent with good business practices, safety and expedition. This
standard of care is not intended to be limited to the optimum practice, method
or act to the exclusion of all others, but rather to be acceptable practices,
methods or acts generally accepted in the construction and design-build
standards of the fuel ethanol industry in the Midwest United States.
Design-Builder and its Subcontractors shall perform all construction activities
efficiently and with the requisite expertise, skill, competence, resources and
care to satisfy the requirements of the Contract Documents and all applicable
Legal Requirements. Design-Builder shall at all times exercise complete and
exclusive control over the means, methods, sequences and techniques of
construction.

         3.4 Government Approvals and Permits. Except as identified in Exhibit C
and, with respect to items identified as Owner's responsibility, in Exhibit G
(which items shall be obtained by Owner pursuant to Section 4.5), Design-Builder
shall obtain and pay for all necessary permits, approvals, licenses, government
charges and inspection fees required for the prosecution of the Work by any
government or quasi-government entity having jurisdiction over the Project.
Design-Builder shall provide reasonable assistance to Owner in obtaining those
permits, approvals and licenses that are Owner's responsibility.

         3.5 Subcontractors.

                  3.5.1 Design-Builder may subcontract portions of the Work in
accordance with the terms hereof.

                  3.5.2 Design-Builder assumes responsibility to Owner for the
proper performance of the Work of Subcontractors and any acts and omissions in
connection with such performance and any costs or delay associated with such
acts or omissions. Nothing in the Contract Documents is intended or deemed to
create any legal or contractual relationship between Owner and any
Subcontractor, including but not limited to any third-party beneficiary rights.

                  3.5.3 Design-Builder shall coordinate the activities of all of
Design-Builder's Subcontractors. If Owner performs other work on the Project or
at the Site with separate contractors under Owner's control, Design-Builder
agrees to reasonably cooperate and coordinate its activities with those separate
contractors so that the Project can be completed in an orderly and coordinated
manner without unreasonable disruption.

                  3.5.4 Design-Builder shall ensure that each subcontract with a
Subcontractor is assignable to Owner without consent of the Subcontractor or any
other person or entity in the event that Design-Builder shall be in an uncured
default or terminated with cause under the terms of this Agreement.

         3.6 Maintenance of Site. Design-Builder shall keep the Site reasonably
free from debris, trash and construction wastes to permit Design-Builder to
perform its construction services efficiently, safely and without interfering
with the use of adjacent land areas. Upon Substantial Completion of the Work, or

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January 13, 2006

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portion of the Work, as applicable, Design-Builder shall remove all debris,
trash, construction wastes, materials, equipment, machinery and tools arising
from the Work or applicable portions thereof to permit Owner to occupy the
Project for its intended use.

         3.7 Project Safety.

                  3.7.1 Design-Builder recognizes the importance of performing
the Work in a safe manner so as to prevent damage, injury or loss to (i) any
individuals at the Site, whether working or visiting, (ii) the Work, including
materials and equipment incorporated into the Work or stored on-Site or
off-Site, and (iii) any other property at the Site or adjacent thereto.
Design-Builder assumes responsibility for implementing and monitoring all safety
precautions and programs related to the performance of the Work. Design-Builder
shall, prior to commencing construction, designate a representative (the "Safety
Representative") with the necessary qualifications and experience to supervise
the implementation and monitoring of all safety precautions and programs related
to the Work. Unless otherwise required by the Contract Documents,
Design-Builder's Safety Representative shall be an individual stationed at the
Site who may have responsibilities on the Project in addition to safety. The
Safety Representative shall make routine daily inspections of the Site and shall
hold weekly safety meetings with Design-Builder's personnel, Subcontractors and
others as applicable.

                  3.7.2 Design-Builder and Subcontractors shall comply with all
Legal Requirements relating to safety, as well as any Owner-specific safety
requirements set forth in the Contract Documents; provided, that such
Owner-specific requirements do not violate any applicable Legal Requirement. As
promptly as practicable, Design-Builder will report in writing any
safety-related injury, loss, damage or accident arising from the Work to Owner's
Representative and, to the extent mandated by Legal Requirements, to all
government or quasi-government authorities having jurisdiction over
safety-related matters involving the Project or the Work.

                  3.7.3 Design-Builder's responsibility for safety under this
Section 3.7 is not intended in any way to relieve Subcontractors of their own
contractual and legal obligations and responsibility for (i) complying with all
Legal Requirements, including those related to health and safety matters, and
(ii) taking all necessary measures to implement and monitor all safety
precautions and programs to guard against injury, losses, damages or accidents
resulting from their performance of the Work.

         3.8 Submission of Reports. Design-Builder shall provide Owner with
regular communication regarding the progress ("Progress Report") and any
revisions to the drawings and specifications of the Work, including whether (i)
the Work is proceeding according to schedule, (ii) discrepancies, conflicts, or
ambiguities exist in the Contract Documents that require resolution, (iii)
health and safety issues exist in connection with the Work, and (iv) other items
require resolution so as not to jeopardize Design-Builder's ability to complete
the Work for the Contract Price and within the contract time(s). Progress
Reports shall be in the form of Exhibit F attached hereto and shall be included
with each Application for Payment.

         3.9 Training. At a mutually agreed time prior to start-up,
Design-Builder shall provide two (2) weeks of training at a plant in Russell,
Kansas (or other location) for all of Owner's employees required for the

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operation and maintenance of the Plant in accordance with all design
specifications therefor contained in the Contract Documents and necessary in
order to maintain the Performance Guarantee Criteria, including operators,
laboratory personnel, general, plant and maintenance managers. Other personnel
of Owner may receive such off-site training by separate arrangement between
Owner and Design-Builder and as time is available. All training personnel and
costs associated with such training personnel, including labor and all training
materials will be provided to Owner within the Contract Price at no additional
cost. Owner will be responsible for all travel and expenses of their employees
and the Owner will pay all wages and all other expenses for their personnel
during the training. The training services will include training on computers,
laboratory procedures, field operating procedures, and overall plant section
performance expectations. Prior to the start-up training, Design-Builder shall
provide Owner training manuals and operating manuals and other documents
reasonably necessary for the start-up process.

                                    Article 4
                            Owner's Responsibilities

         4.1 Duty to Cooperate.

                  4.1.1 Owner shall, throughout the performance of the Work,
cooperate with Design-Builder and perform its responsibilities, obligations and
services in a timely manner to facilitate Design-Builder's timely and efficient
performance of the Work and so as not to delay or interfere with
Design-Builder's performance of its obligations under the Contract Documents.

                  4.1.2 Owner shall provide timely review and approval of
Preliminary Construction Documents subject to Section 3.2.1.

                  4.1.3 Owner shall pay all the reasonable costs incurred by
Design-Builder for frost removal so that winter construction can proceed. Such
costs may include but are not limited to, equipment costs, equipment rental
costs, sheltering costs, special material costs, fuel costs and associated labor
costs. Owner acknowledges and agrees that such costs are in addition to, and not
included in, the Contract Price.

         4.2 Furnishing of Services and Information.

                  4.2.1 Except as set forth in Schedule 4.2.1, as of the
Effective Date, Owner has provided to Design-Builder, at its own cost and
expense, for Design-Builder's information and use, the following, all of which
Design-Builder is entitled to rely upon in performing the Work:

                  (a)       surveys describing the property, boundaries,
                           topography and reference points for use during
                           construction, including existing service and utility
                           lines;

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                  (b)       geotechnical studies describing subsurface conditions
                           including soil borings, and other surveys describing
                           other latent or concealed physical conditions at the
                           Site;

                   (c)       temporary and permanent easements, zoning and other
                           requirements and encumbrances affecting land use, or
                           necessary to permit the proper design and
                           construction of the Project and enable Design-Builder
                           to perform the Work;

                  (d)       A legal description of the Site;

                  (e)       to the extent available, as-built and record drawings
                            of any existing structures at the Site;

                  (f)       environmental studies, reports and impact statements
                           describing the environmental conditions, including
                           Hazardous Conditions, in existence at the Site;
                  (g)       Owner's deliverables under Exhibit C; and

                  (h)       the permits listed on Exhibit G that are described as
                           "obtained".

Except for those items listed in Exhibit J ("Owner Milestones") Owner shall
provide Design-Builder all items listed on Schedule 4.2.1 no later than 60 Days
prior to the issuance of the Notice to Proceed.

                  4.2.2 Owner is responsible for securing and executing all
necessary agreements with adjacent land or property owners that are necessary to
enable Design-Builder to perform the Work and that have been identified and
notified in writing by Design-Builder to Owner prior to the Effective Date.
Owner is further responsible for all costs, including attorneys' fees, incurred
in securing these necessary agreements.

         4.3 Financial Information; Cooperation with Lenders; Failure to Obtain
Financial Closing. Design-Builder acknowledges that Owner is seeking financing
for the Project. Design-Builder agrees to cooperate with Owner in good faith in
order to satisfy the requirements of Owners' financing arrangements, including,
where appropriate, the execution and delivery of documents or instruments
necessary to accommodate the Financial Closing. Owner agrees to pay all
documented costs incurred by Design-Builder incurred prior to and at Financial
Closing, and thereafter during the term of this Agreement, in connection with
satisfying the requirements of Owners' financing arrangements including all
documented attorney's fees, and Design-Builder shall provide written Notice to
Owner prior to incurring such costs. Design-Builder and Owner also acknowledge
that the Lenders, as a condition to providing financing for the Plant, shall
require Owner to provide the Independent Engineer with certain participation and
review rights with respect to Design-Builder's performance of the Work.
Design-Builder acknowledges and agrees that such participation and review rights
shall consist of the right to (i) enter the Site and inspect the Work upon

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reasonable notice to Design-Builder; (ii) attend all start-up and testing
procedures; and (iii) review and approve such other items for which Owner is
required by Lenders to obtain the concurrence, opinion or a certificate of the
Independent Engineer or the Lenders pursuant to the Financing Documents which
items do not alter the rights or impose additional obligations on Design-Builder
(collectively, the "Oversight Items"). Nothing in this Section 4.3 shall be
deemed to require Design-Builder to agree to any amendments to this Agreement
that would adversely affect Design-Builder's risks, rights or obligations under
this Agreement. Upon Financial Closing, Owner shall promptly provide to
Design-Builder an officer's certificate certifying that Financial Closing has
occurred and such Owner's officer's certificate shall constitute evidence
satisfactory to Design-Builder that Owner has adequate funds available and
committed to fulfill its obligations under the Contract Documents for all
purposes hereunder. Owner must obtain Financial Closing prior to issuing the
Notice to Proceed.

         4.4 Owner's Representative. Owner's Representative, as set forth in
Section 16.1 hereof, shall be responsible for providing Owner-supplied
information and approvals in a timely manner to permit Design-Builder to fulfill
its obligations under the Contract Documents. Owner's Representative shall also
provide Design-Builder with prompt notice if it observes any failure on the part
of Design-Builder to fulfill its contractual obligations, including any errors,
omissions or defects in the performance of the Work. Owner's Representative
shall be vested with the authority to act on behalf of Owner and Design-Builder
shall be entitled to rely on written communication from Owner's Representative
with respect to a Project matter.

         4.5 Government Approvals and Permits. Owner shall obtain and pay for
all necessary Governmental Approvals required by Law, including permits,
approvals, licenses, government charges and inspection fees set forth in Exhibit
C and, to the extent identified as Owner's responsibility, Exhibit G. Owner
shall provide reasonable assistance to Design-Builder in obtaining those
permits, approvals and licenses that are Design-Builder's responsibility
pursuant to Exhibits G and Section 3.4.

         4.6 Owner's Separate Contractors. Owner is responsible for all work,
including such work listed on Exhibit C, performed on the Project or at the Site
by separate contractors under Owner's control. Owner shall contractually require
its separate contractors to cooperate with, and coordinate their activities so
as not to interfere with, Design-Builder in order to enable Design-Builder to
timely complete the Work consistent with the Contract Documents.

         4.7 Security.

                  4.7.1 Owner shall be responsible for Site security (including
fencing, alarm systems, security guarding services and the like) at all times
during the term of this Agreement to prevent vandalism, theft and danger to the
Project, the Site, and personnel. Owner shall coordinate and supervise ingress
and egress from the Site so as to minimize disruption to the Work.

                  4.7.2 Design-Builder shall at all times conduct its operations
in a manner to minimize the risk of loss, theft, or damage by vandalism,
sabotage, or any other means. Design-Builder shall continuously inspect all

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Work, materials, and equipment to discover and determine any conditions that
might involve such risks and shall be solely responsible for discovery,
determination, and correction of any such conditions.

                                   Article 5
                     Ownership of Work Product; Risk of Loss

         5.1 Work Product. All drawings, specifications, calculations, data,
notes and other materials and documents, including electronic data furnished by
Design-Builder to Owner under this Agreement ("Work Product") shall be
instruments of service and Design-Builder shall retain the ownership and
property interests therein, including the copyrights thereto.

         5.2 Owner's Limited License Upon Payment in Full. Upon Owner's payment
in full for all Work performed under the Contract Documents, Design-Builder
shall grant Owner a limited license to use the Work Product in connection with
Owner's occupancy and repair of the Plant. Design-Builder acknowledges and
agrees that the limited license to use the Work Product granted hereby shall
provide Owner sufficient rights in and to the Work Product as shall be necessary
for Owner to operate and maintain the Plant and shall include any Pass Through
Warranties in connection therewith. Design-Builder shall provide Owner with a
copy of the plans of the Plant, as built, (the "As Built Plans") conditioned on
Owner's express understanding that its use of the Work Product and its
acceptance of the As Built Plans is at Owner's sole risk and without liability
or legal exposure to Design-Builder or anyone working by or through
Design-Builder, including Design Consultants of any tier (collectively the
"Indemnified Parties"); provided, however, that any performance guarantees, and
warranties (of equipment or otherwise) shall remain in effect according to the
terms of this Agreement.

                  5.2.1 Owner shall be entitled to use the Work Product solely
for purposes relating to the Plant, but shall not be entitled to use the Work
Product for any other purposes whatsoever, including without limitation,
expansion of the Plant. Notwithstanding the foregoing sentence, Owner shall be
entitled to use the Work Product for the operation, maintenance and repair of
the plant including the interconnection of, but not the design of, any future
expansions to the Plant. The limited license granted to Owner under Sections
5.2, 5.3 or 5.4 to use the Work Product shall be limited by and construed
according to the same terms contained in the ICM License Agreement between Owner
and ICM, Inc., attached hereto as Exhibit D and incorporated herein by reference
thereto, except (i) references in such ICM License Agreement to ICM and
Proprietary Property shall refer to Design-Builder and Work Product,
respectively, (ii) the Laws of the State of Minnesota shall govern such limited
license, and (iii) the dispute resolution provisions contained in Article 19
hereof shall apply to any breach or threatened breach of Owner's duties or
obligations under such limited license, except that Design-Builder shall have
the right to seek injunctive relief in a court of competent jurisdiction against
Owner or its Representatives for any such breach or threatened breach.
Design-Builder is utilizing certain proprietary property and information of ICM,
Inc., a Kansas corporation ("ICM"), in the design and construction of the
Project, and Design-Builder may incorporate proprietary property and information
of ICM into the Work Product. Owner's use of the proprietary property and

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information of ICM shall be governed by the terms and provisions of the License
Agreement between Owner and ICM, attached hereto as Exhibit D, to be executed by
such parties in connection with the execution of this Agreement. This paragraph
also applies to Articles 5.3 and 5.4 below.

         5.3 Owner's Limited License Upon Owner's Termination for Convenience or
Design-Builder's Election to Terminate. If Owner terminates the Project for its
convenience as set forth in Section 15.3 hereof, or if Design-Builder elects to
terminate this Agreement in accordance with Section 15.5, Design-Builder shall,
upon Owner's payment in full of the amounts due Design-Builder under this
Agreement, grant Owner a limited license to use the Work Product to complete the
Plant and subsequently occupy and repair the Plant, subject to the following:

         (i)       Use of the Work Product is at Owner's sole risk without
                  liability or legal exposure to any Indemnified Party;
                  provided, however, that any Pass Through Warranties regarding
                  equipment or express warranties regarding equipment provided
                  by this Agreement shall remain in effect according to their
                  terms; and
         (ii)      If the termination for convenience is by Owner in accordance
                  with Section 15.3 hereof, or if Design-Builder elects to
                  terminate this Agreement in accordance with Section 15.5, then
                  Owner agrees to pay Design-Builder the additional sum of One
                  Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) as
                  compensation for the limited right to use the Work Product
                  completed "as is" on the date of termination in accordance
                  with this Article 5.

         5.4 Owner's Limited License Upon Design-Builder's Default. If this
Agreement is terminated due to Design-Builder's default pursuant to Section 15.2
and (i) it is adjudged that Design-Builder was in default, and (ii) Owner has
fully satisfied all of its obligations under the Contract Documents through the
time of Design-Builder's default, then Design-Builder shall grant Owner a
limited license to use the Work Product in connection with Owner's completion
and occupancy, operation and repair of the Plant. This limited license is
conditioned on Owner's express agreement that its use of the Work Product is at
Owner's sole risk without liability or legal exposure to any Indemnified Party;
provided, however, that any Pass Through Warranties regarding equipment or
express warranties regarding equipment provided by this Agreement shall remain
in effect according to their terms. This limited license grants Owner the
ability to repair the Plant at Owner's discretion.

         5.5 Owner's Indemnification for Use of Work Product. If Owner uses the
Work Product or Plant under any of the circumstances identified in this Article
5, to the fullest extent allowed by Law, Owner shall defend, indemnify and hold
harmless the Indemnified Parties from and against any and all claims, damages,
liabilities, losses and expenses, including attorneys' fees, arising out of or
resulting from the use of the Work Product and Plant; provided, however, that
any Pass Through Warranties regarding equipment or express warranties regarding
equipment provided by this Agreement shall remain in effect according to their
terms.

         5.6 Risk of Loss. Design-Builder shall have no liability for a physical
loss of or damage to the Work unless such loss or damage is caused by
Design-Builder or someone acting under its direction or control. Design-Builder
shall not be liable for physical loss of or damage to the Work where such loss
or damage is caused by the willful misconduct or gross negligence of Owner's
employees or third parties who are not Subcontractors. Design-Builder shall have

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no liability for losses or damages for which insurance coverage under this
Agreement is available to Owner and for which proceeds have been paid; in such
circumstances, Design Builder's liability for losses and damages as described in
this Section 5.6 shall be limited to losses or damages which exceed insurance
coverage available to the Owner and for which proceeds have been paid, without
application of deductible, retention or retrospective premiums.

                                   Article 6
                   Commencement and Completion of the Project

         6.1 Work Schedule. The preliminary schedule for the execution of the
Work is attached as Exhibit J hereto (the "Work Schedule"). The final schedule
for execution of the Work shall be provided within thirty (30) Days after
receipt of the Notice to Proceed. The Work Schedule provides the scheduled dates
for the commencement and completion of the various stages of Work, including the
dates when Owner's obligations are required to be complete to enable
Design-Builder to achieve the contract time(s). The Work Schedule shall be
revised as required by conditions and progress of the Work but such revisions
shall not relieve Design-Builder of its obligations to complete the Work within
the contract time(s), unless such revisions to the Work Schedule are required as
a result of any delay in the completion of Owner's obligations or as a result of
a Force Majeure Event. In such event, the Work Schedule shall be revised to
provide, without penalty to Design-Builder, a Day-for-Day extension of the
contract time(s) for completion of the Work for each Day during which Owner's
failure to complete its obligations or a Force Majeure Event causes such delay.

         6.2 Phase I and Phase II Engineering. Owner and Design-Builder have
entered into that certain Phase I and Phase II Engineering Services Agreement
dated October 4, 2005, and attached hereto as Exhibit N. The Phase I and Phase
II Engineering Services Agreement provides for Design-builder to commence work
on the Phase I and Phase II engineering for the Project as set forth therein.
Owner has agreed to pay Design-Builder ** Dollars ($**) for such engineering
services pursuant to the terms of that agreement, the full amount of which shall
be included in and credited to the Contract Price. Notwithstanding the foregoing
sentence, if a Notice to Proceed is not issued pursuant to Section 6.3, or
Financial Closing is not obtained pursuant to Section 4.3, then Design-Builder
shall keep the full amount paid under the Phase I and Phase II Engineering
Services Agreement as compensation for the services provided thereunder.

         6.3 Notice to Proceed; Commencement. The Work shall commence within
five (5) Days of Design-Builder's receipt of Owner's written valid notice to
proceed ("Notice to Proceed") unless the parties mutually agree otherwise in
writing. The parties agree that a valid Owner's Notice to Proceed cannot be
given prior to March 1, 2006 unless prior to that date, Design-Builder has
delivered a written notice to Owner informing Owner that Design-Builder is ready
to accept a Notice to Proceed and to commence Work. The parties further agree
that a valid Owner's Notice to Proceed cannot be given unless; **.

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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Owner and Design-Builder mutually agree that time is of the essence with respect
to the dates and times set forth in the Contract Documents. Design-Builder must
receive a valid Owner's Notice to Proceed no later than 180 days from the
Effective Date; otherwise, unless the failure to deliver a Notice to Proceed is
due solely to the actions of Design-Builder, the Contract Price referred to in
Section 9.1 shall be subject to a price increase, or this Agreement shall
terminate, either at Design-Builder's sole option. If Design-Builder chooses to
terminate this Agreement pursuant to its right under the immediately preceding
sentence, then Design-Builder shall have no further obligations hereunder.

         6.4 Project Start-Up and Testing. Owner shall provide, at Owner's cost,
equipment, tools, instruments and materials necessary for Owner to comply with
its obligations under Exhibit C, raw materials, consumables and personnel,
necessary for start-up and testing of the Plant, and Design-Builder shall
provide supervision, standard and special test instruments, tools, equipment and
materials required to perform component and equipment checkout and testing,
initial start-up, operations supervision and corrective maintenance of all
permanent Plant equipment within the scope of the Work. Notwithstanding the
foregoing sentence, Design-Builder shall be responsible for raw materials and
consumables to the extent such amounts provided by Owner are destroyed or
damaged (as opposed to consumed in the ordinary course of start-up and testing)
by Design-Builder or its personnel during start-up and testing. Design-Builder
shall supervise and direct Owner's personnel who shall participate in the
start-up activities with Design-Builder's personnel to become familiar with all
aspects of the Plant. Owner and the Independent Engineer may witness start-up
and testing activities. Performance testing will be conducted in accordance with
the provisions of Section 7.2 hereof.

         6.5 Substantial Completion.

                  6.5.1 Substantial Completion of the entire Work shall be
achieved no later than Four Hundred and Eighty Five (485) Days after the date of
the Notice to Proceed, subject to adjustment in accordance with the Contract
Documents hereof (the "Scheduled Substantial Completion Date").

                  6.5.2 "Substantial Completion" shall be deemed to occur on the
date on which the Work is sufficiently complete so that Owner can occupy and use
the Plant for its intended purposes. Substantial Completion shall be attained at
the point in time when the Plant is ready to grind corn and begin operation for
its intended use as a 50 MGY fuel ethanol production plant.

                   6.5.3 Procedures. Design-Builder shall notify Owner in writing
when it believes Substantial Completion has been achieved with respect to the
Work. Within five (5) Days of Owner's receipt of Design-Builder's notice, Owner
and Design-Builder will jointly inspect such Work to verify that it is
substantially complete in accordance with the requirements of the Contract
Documents. If such Work is deemed substantially complete, Design-Builder shall
prepare and issue a "Certificate of Substantial Completion" for the Work that
will set forth (i) the date of Substantial Completion, (ii) the remaining items
of Work that have to be completed before Final Payment ("Punch List"), (iii)
provisions (to the extent not already provided in this Agreement) establishing
Owner's and Design-Builder's responsibility for the Project's security,

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maintenance, utilities and insurance pending Final Payment, and (iv) an
acknowledgment that warranties with respect to the Work commence on the date of
Substantial Completion, except as may otherwise be noted in the Certificate of
Substantial Completion. Upon Substantial Completion of the entire Work and
satisfaction of the Performance Guarantee Criteria listed in Exhibit A, Owner
shall release to Design-Builder all retained amounts relating, as applicable, to
the entire Work or completed portion of the Work, less an amount equal to the
reasonable value of all remaining or incomplete items of Work as noted in the
Certificate of Substantial Completion, and less an amount equal to the value of
any Subcontractor lien waivers not yet obtained.

         (a)       Owner, at its option, may use a portion of the Work prior to
                   completion of the entire Work; provided, that (i) a
                  Certificate of Substantial completion has been issued for the
                  portion of Work addressing the items set forth in Section
                  6.5.3 above, (ii) Design-Builder and Owner have, to the extent
                  required, obtained the consent of their sureties and insurers
                  and the appropriate government authorities having jurisdiction
                  over the Project, and (iii) Owner and Design-Builder agree
                  that Owner's use or occupancy will not interfere with
                  Design-Builder's completion of the remaining Work in
                  accordance with the Contract Documents.

                  6.5.4 Early Completion Bonus. If Substantial Completion is
attained within 485 Days after the date of the Notice to Proceed, Owner shall
pay Design-Builder at the time of Final Payment under Section 10.3 hereof an
early completion bonus ("Early Completion Bonus") of ** Dollars ($**) per Day
for each Day that Substantial Completion occurred in advance of the Scheduled
Substantial Completion Date. The Parties agree that no Early Completion Bonus
shall be due to Design-Builder for any period during which the Plant is
non-operational for more than twenty-four (24) consecutive hours.

                  6.5.5 In all events, payment of said bonus, if applicable, at
the time of Final Payment is subject to release of funds by senior lender. If
senior lender does not allow release of funds at the time of Final Payment to
pay said early completion bonus in full, any unpaid balance shall be converted
to an unsecured promissory note payable by Owner to Design-Builder, accruing
interest at ten percent (10%). On each anniversary of the note, any unpaid
accrued interest shall be converted to principal and shall accrue interest as
principal thereafter. Owner shall pay said promissory note as soon as allowed by
senior lender; in any event, the note, plus accrued interest, shall be paid in
full before Owner pays or makes any distributions to or for the benefit of its
owners (shareholders, members, partners, etc.). All payments shall be applied
first to accrued interest and then to principal.

         6.6 Final Completion.

                  6.6.1 Final Completion of the Work shall be achieved within
Ninety (90) Days after the date of Substantial Completion.

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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                  6.6.2

                  6.6.3 "Final Completion" shall be achieved when the Owner
reasonably determines that the following conditions have been met:

                  (a)       Substantial Completion has been achieved;

                  (b)       any outstanding amounts owed by Design-Builder to
                           Owner have been paid in full;

                  (c)       the items identified on the Punch List have been
                           completed by Design-Builder;

                  (d)       clean-up of the Site has been completed;

                  (e)       all permits required to have been obtained by
                           Design-Builder have been obtained;

                  (f)       the information in Section 6.6.4 has been provided to
                           Owner;

                  (g)       certificates of insurance confirming that required
                           coverages will remain in effect consistent with the
                           requirements of the Contract Documents have been
                           obtained;

                  (h)       release and waiver of all claims and liens from
                           Design-Builder and Subcontractors have been provided;
                           and

                  (i)       the Performance Tests have been successfully
                            completed.

                  6.6.4 After receipt of a Final Application for Payment from
Design-Builder, Owner shall make Final Payment in accordance with Section 10.3,
less an amount equal to the value of any Subcontractor lien waivers not yet
obtained.

                  6.6.5 At the time of submission of its Final Application for
Payment, Design-Builder shall provide the following information:

                  (a)       an affidavit that there are no claims, obligations or
                            liens outstanding or unsatisfied for labor, services,
                           material, equipment, taxes or other items performed,
                           furnished or incurred for or in connection with the
                           Work which will in any way affect Owner's interests;

                  (b)       a general release executed by Design-Builder waiving,
                           upon receipt of final payment by Design-Builder, all
                           claims for payment, additional compensation, or
                           damages for delay, except those previously made to
                           Owner in writing and remaining unsettled at the time
                           of Final Payment provided such general release shall
                           not waive defenses to claims that may be asserted by
                           Owner after payment or claims arising after payment;

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                  (c)       consent of Design-Builder's surety, if any, to Final
                           Payment; and

                  (d)       a hard copy of the As Built Plans; provided, however,
                           that such plans will remain the Work Product of the
                           Design-Builder and subject in all respects to Article
                           5.

                  6.6.6 Upon making Final Payment, Owner waives all claims
against Design-Builder except claims relating to (i) Design-Builder's failure to
satisfy its payment obligations, (ii) Design-Builder's failure to complete the
Work consistent with the Contract Documents, including defects appearing within
one year after Substantial Completion, and (iii) the terms of any warranties
required by the Contract Documents.

         6.7 Post Completion Support. Adequate personnel to complete all Work
within the Work Schedule will be maintained on-Site by Design-Builder or a
Subcontractor until Final Completion has been achieved. In addition to
prosecuting the Work until Final Completion has been achieved, Design-Builder or
its Subcontractor will provide one month of on-Site operational support for
Owner's personnel after successful completion of the Performance Tests and, from
the date of Substantial Completion, will provide six (6) months of off-Site
technical and operating procedure support by telephone and other electronic data
transmission and communication.

                                   Article 7
                   Performance Testing and Liquidated Damages

         7.1 Performance Guarantee. The Design-Builder guarantees that the Plant
will meet the performance criteria listed in Exhibit A (the "Performance
Guarantee Criteria") during a performance test conducted and concluded pursuant
to the terms hereof not later than Ninety (90) Days after the date of
Substantial Completion. If there is a performance shortfall, Design-Builder will
pay all design and construction costs associated with making the necessary
corrections. Design-Builder retains the right to use its sole discretion in
determining the method (which shall be in accordance with generally accepted
construction and design-build standards of the fuel ethanol industry in the
Midwest United States) to remedy any performance related issues.

                  7.1.1 If Owner, for whatever reason, prevents Design-Builder
from demonstrating the Performance Guarantee Criteria within thirty (30) Days of
Design-Builder's notice that the Plant is ready for Performance Testing, then
Design-Builder shall be excused from demonstrating compliance with the
Performance Guarantee Criteria during such period of time that Design-Builder is
prevented from demonstrating compliance with the Performance Guarantee Criteria;
provided however that Design-Builder will be deemed to have fulfilled all of its
obligations to demonstrate that the Plant meets the Performance Guarantee
Criteria should such period of time during which Design-Builder is prevented
from demonstrating the Performance Criteria exceed thirty (30) Days or extend
beyond Final Completion.

         7.2 Performance Testing.

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                  7.2.1 The Design-Builder shall direct and supervise the tests
and, if necessary, the retests of the Plant using Design-Builder's supervisory
personnel and the Air Emissions Tester shall conduct the air emissions test, in
each case, in accordance with the testing procedures set forth in Exhibit A (the
"Performance Tests"), to demonstrate, at a minimum, compliance with the
Performance Guarantee Criteria. Design-Builder shall cooperate with the Air
Emissions Tester to facilitate performance of all air emissions tests. To the
extent that Owner's employees, or third parties that are not Subcontractors, are
involved in the Performance Testing and conducting the Performance Tests
pursuant to the direction of the Design-Builder, the failure of such third
parties or Owner's employees to properly follow the directions of the
Design-Builder in conducting the Performance Tests, except in instances of the
willful misconduct or gross negligence of such third parties or Owner's
employees, shall not relieve the Design-Builder of its obligation to meet the
Performance Tests. Design-Builder shall not be held responsible for the willful
misconduct or gross negligence of Owner's employees and third parties involved
in the Performance Testing.

                  7.2.2 No later than thirty (30) Days prior to the earlier of
the Scheduled Substantial Completion Date or Substantial Completion,
Design-Builder shall provide to Owner for review a detailed testing plan for the
Performance Tests (other than for air emissions). Owner and Design-Builder shall
agree upon a testing plan that shall be consistent with the Performance Test
Protocol contained in Exhibit A hereto. After such agreement has been reached,
Design-Builder shall notify the Owner five (5) business days prior to the date
Design-Builder intends to commence the Performance Tests and shall notify the
Owner upon commencement of the Performance Tests. Owner and Independent Engineer
each have the right to witness all testing, including the Performance Tests and
any equipment testing, whether at the Site or at the Subcontractor's or
equipment supplier's premises during the course of this Agreement.
Notwithstanding the foregoing sentence, Owner shall bear the costs of providing
a witness to any such testing and all such witnesses shall comply at all times
with Design-Builder's, Subcontractor's or equipment supplier's safety and
security procedures and other reasonable requirements, and otherwise conduct
themselves in a manner that does not interfere with Design-Builder's,
Subcontractor's or equipment supplier's activities or operations.

                  7.2.3 Design-Builder shall provide to Owner a performance test
report (excluding results from air emissions testing), including all applicable
test data, calculations and certificates indicating the results of the
Performance Tests and, within five (5) business days of Owner's receipt of such
results, Owner, Independent Engineer and Design-Builder will jointly inspect
such Work and review the results of the Performance Tests to verify that the
Performance Guarantee Criteria have been met. If Owner or Independent Engineer
reasonably determines that the Performance Guarantee Criteria have not been met,
Owner shall notify Design-Builder the reasons why Owner determined that the
Performance Guarantee Criteria have not been met and Design-Builder shall
promptly take such action or perform such additional work as will achieve the
Performance Guarantee Criteria and shall issue to the Owner another notice in
accordance with Section 7.2.2; provided however that if the notice relates to a
retest, the notice may be provided no less than two (2) business days prior to
the Performance Tests. Such procedure shall be repeated as necessary until Owner
and Independent Engineer verifies that the Performance Guarantee Criteria have
been met.

         7.3 Liquidated Damages.

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                  7.3.1 Design-Builder understands that if Final Completion is
not attained by the Final Completion Date, Owner will suffer damages which are
difficult to determine and accurately specify. Design-Builder agrees that if
Final Completion is not attained by the end of the Final Completion Date,
Design-Builder shall pay Owner ** Dollars ($**) as liquidated damages, and not
as a penalty, for each Day that Final Completion extends beyond the Final
Completion Date. Owner, at its discretion, may elect to offset any such
liquidated damages from any retainage. Liquidated damages shall be paid by
Design-Builder by the 15th Day of the month following the month in which the
liquidated damages were incurred. The liquidated damages provided herein shall
be in lieu of all liability for any and all extra costs, losses, loss of
profits, expenses, claims, penalties and any other damages, whether special or
consequential, and of whatsoever nature incurred by Owner which are occasioned
solely by any delay in achieving Final Completion.

                  7.3.2 Maximum Liquidated Damages. Design-Builder's liability
for liquidated damages under Section 7.3.1 shall be capped at and shall not
exceed ** Dollars ($**).

                  7.3.3 The liquidated damages provided herein shall be in lieu
of all liability for any and all extra costs, losses, loss of profits, expenses,
claims, penalties and any other damages, whether special or consequential, and
of whatsoever nature incurred by Owner which arise solely due to a delay in
achieving Final Completion by the Final Completion Date; provided that such
liquidated damages shall not in any way detract from or limit Owner's remedies
or Design-Builder's liabilities in connection with any default by Design-Builder
under Section 15.2 hereof.

                  7.3.4 Design-Builder shall not be liable for liquidated
damages during any period of time for which an extension of the Scheduled
Substantial Completion Date and/or Final Completion Date is available pursuant
to Article 12.

         7.4 Bonds and Other Performance Security.

                  7.4.1 On or prior to the date of Financial Closing the
Design-Builder shall deliver to Owner a bond substantially in the form attached
as Exhibit H (the "Performance Bond") in an initial amount equivalent to the
Contract Price. Owner shall pay on the date of Financial Closing all costs of
obtaining such bond, plus pay Design-Builder a fee of 7.5% for obtaining such
bond, such fee to be calculated by multiplying 7.5% times the cost of the
Performance Bond. Any amounts payable to the surety due to Design-Builder's
default under this Agreement or the Performance Bond shall be for the account of
Design-Builder.

         (a)       Design-Builder shall post additional bonds or security (which
                  must be in form and substance satisfactory to Owner and the
                   Lenders) or shall increase the amount of the Performance Bond
                  by the amount of any

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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                  increases to the Contract Price; provided, however, that Owner
                  shall pay all costs of obtaining such bonds or security, plus
                  pay Design-Builder a fee of 7.5% for obtaining such bonds or
                  security, such fee to be calculated by multiplying 7.5% times
                  the cost of the bonds or security.

         (b)       The Performance Bond shall secure the Design-Builder's
                  obligations to complete the Work in accordance with this
                  Agreement.

                  7.4.2 On or prior to the date of Financial Closing the
Design-Builder shall deliver to Owner a bond substantially in the form attached
as Exhibit I (the "Payment Bond") in an initial amount equivalent to the
Contract Price. Owner shall pay on the date of Financial Closing all costs of
obtaining such bond, plus pay Design-Builder a fee of 7.5% for obtaining such
bond, such fee to be calculated by multiplying 7.5% times the cost of the
Payment Bond but any amounts payable to the surety due to Design-Builder's
default under this Agreement or the Payment Bond shall be for the account of
Design-Builder.

         (a)       Design-Builder shall post additional bonds or security (which
                  must be in form and substance reasonably satisfactory to Owner
                  and the Lenders) or shall increase the amount of the Payment
                  Bond by the amount of any increase to the Contract Price.

         (b)       The Payment Bond shall secure the Design-Builder's obligations
                  to pay its Subcontractors, vendors and suppliers.

         (c)       The Payment Bond shall provide the conditions upon which
                  Subcontractors, vendors and suppliers may draw upon such
                  Payment Bond following Design-Builder's failure to pay amounts
                  due such Subcontractors, vendors and suppliers.

                                   Article 8
                                   Warranties

         8.1 Design-Builder Warranty. Design-Builder warrants to Owner that the
construction, including all materials and equipment furnished as part of the
construction, shall be new, of good quality, in conformance with the Contract
Documents and all Legal Requirements, free of defects in materials and
workmanship. Design-Builder's warranty obligation excludes defects caused by
abuse, alterations, or failure to maintain the Work by persons other than
Design-Builder or anyone for whose acts Design-Builder may be liable. Nothing in
this warranty is intended to limit any Manufacturer's Warranty which provides
Owner with greater warranty rights than set forth in this Section 8.1 or the
Contract Documents. Design-Builder will provide to Owner all manufacturers' and
Subcontractors' warranties upon the earlier of Substantial Completion or
termination of this Agreement. Owner's failure to comply with all Operating
Procedures shall void those guarantees, representations and warranties, whether
expressed or implied, that were given by Design-Builder to Owner, concerning the

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performance of the Plant that are reasonably determined by Design-Builder to be
affected by such failure. If Design-Builder reasonably determines that all
damage caused by such failure can be repaired and Owner makes all repairs needed
to correct such damage, as reasonably determined by Design-Builder, all
guarantees, representations and warranties shall be reinstated for the remaining
term thereof, if any, from the date of the repair.

         8.2 Correction of Defective Work.

                  8.2.1 Design-Builder agrees to correct any Work that is found
to not be in conformance with the Contract Documents, including that part of the
Work subject to Section 8.1, within a period of one year from the date of
Substantial Completion of the Work; provided that such one-year period shall be
extended one Day for any part of the Work that is found to be not in conformance
with the Contract Documents for each Day that such part of the Work is not
operating in conformity with the Contract Documents, including any time during
which any part of the Work is repaired or replaced pursuant to this Article 8.

                  8.2.2 Design-Builder shall, within seven (7) Days of receipt
of written notice from Owner that the Work is not in conformance with the
Contract Documents, take meaningful steps to commence correction of such
nonconforming Work, including the correction, removal or replacement of the
nonconforming Work and correction or replacement of any Work damaged by such
nonconforming Work. If Design-Builder fails to commence the necessary steps
within such seven (7) Day period or fails to continue to perform such steps
through completion, Owner, in addition to any other remedies provided under the
Contract Documents, may provide Design-Builder with written notice that Owner
will commence or assume correction of such nonconforming Work and repair of such
damaged Work with its own resources. If, following such written notice, Owner
performs such corrective and repair Work, Design-Builder shall be responsible
for all reasonable costs incurred by Owner in performing the correction. If the
nonconforming Work creates an emergency requiring an immediate response, the
seven (7) Day periods identified herein shall be inapplicable and Design-Builder
shall immediately correct, remove or replace the nonconforming Work.

         8.3 Warranty Period Not Limitation to Owner's Rights. The one-year
period referenced in Section 8.2 above applies only to Design-Builder's
obligation to correct nonconforming Work and is not intended to constitute a
period of limitations for any other rights or remedies Owner may have regarding
Design-Builder's other obligations under the Contract Documents.

                                   Article 9
                                  Contract Price

         9.1 Contract Price. As full consideration to Design-Builder for full
and complete performance of the Work and all costs incurred in connection
therewith, Owner shall pay Design-Builder in accordance with the terms of
Article 10, the sum of Fifty-five Million Eight Hundred Eighty One Thousand,
Four Hundred Fifty Four Dollars ($55,881,454.00) ("Contract Price"), subject to
adjustments made in accordance with Article 13. Owner acknowledges that it has
taken no action which would impose a union labor or prevailing wage requirement
on Design-Builder, Owner or the Project. The Parties acknowledge and agree that

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if after the date hereof, an action of Owner, or a change in Applicable Law or a
Governmental Authority acting pursuant to a change in Applicable Law, shall
require Design-Builder to employ union labor or compensate labor at prevailing
wages, the Contract Price shall be adjusted upwards to include any increased
costs associated with such labor or wages.

                                   Article 10
                               Payment Procedures

         10.1 Mobilization Payment. As part of the Contract Price, Owner shall
pay Design-Builder Five Million Dollars ($5,000,000.00) as soon as allowed by
its organizational documents and any other agreements or Laws and at the latest,
the date of the Notice to Proceed, as a mobilization fee. Said $5,000,000.00
mobilization fee payment shall be subject to retainage as provided by Section
10.2.7.

         10.2 Progress Payments.

                  10.2.1 Application for Payment. On or before the twenty-fifth
(25th) Day of each month beginning with the first month following the Notice to
Proceed, Design-Builder shall submit to Owner its request for payment for all
Work performed and not paid for during the previous Pay Period (the "Application
for Payment"). Design-Builder shall submit to Owner, along with each Application
for Payment, signed lien waivers received from Subcontractors and suppliers for
the Work included in the Application for Payment submitted for the immediately
preceding Pay Period and for which payment has been received.

                  10.2.2 The Application for Payment shall constitute
Design-Builder's representation that the Work has been performed consistent with
the Contract Documents and has progressed to the point indicated in the
Application for Payment. Title to the Work shall pass to Owner free and clear of
all claims, liens, encumbrances, and security interests upon Design-Builder's
receipt of payment therefor, or upon the incorporation of the Work into the
Project, whichever occurs earlier

                  10.2.3 Within ten (10) Days after Owner's receipt of each
properly submitted Application for Payment, Owner shall pay Design-Builder all
amounts properly due, but in each case less the total of payments previously
made, and less amounts properly withheld under this Agreement.

                  10.2.4 The Application for Payment may request payment for
equipment and materials not yet incorporated into the Project; provided that (i)
Owner is satisfied that the equipment and materials are suitably stored at
either the Site or another acceptable location, (ii) the equipment and materials
are protected by suitable insurance, and (iii) upon payment, Owner will receive
the equipment and materials free and clear of all liens and encumbrances except
for liens of the Lenders and other liens and encumbrances permitted under the
Financing Documents.

                  10.2.5 Schedule of Values. Attached as Exhibit E is the
"Schedule of Values" for all of the Work. The Schedule of Values (i) subdivides

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the Work into its respective parts, (ii) includes values for all items
comprising the Work, and (iii) serves as the basis for monthly progress payments
made to Design-Builder throughout the Work.

                  10.2.6 Withholding of Payments. On or before the date set
forth in Section 10.2.3, Owner shall pay Design-Builder all amounts properly
due. If Owner determines that Design-Builder is not entitled to all or part of
an Application for Payment, it will notify Design-Builder in writing at least
five (5) Days prior to the date payment is due. The notice shall indicate the
specific amounts Owner intends to withhold, the reasons and contractual basis
for the withholding, and the specific measures Design-Builder must take to
rectify Owner's concerns. Design-Builder and Owner will attempt to resolve
Owner's concerns prior to the date payment is due. If the parties cannot resolve
such concerns, Design-Builder may pursue its rights under the Contract
Documents, including those under Article 19. Notwithstanding anything to the
contrary in the Contract Documents, Owner shall pay Design-Builder all
undisputed amounts in an Application for Payment within the times required by
the Agreement.

                   10.2.7 Retainage on Progress Payments. Owner will retain ten
percent (10%) of each payment up to a maximum of $2,794,073.00 aggregate amount.
Once $2,794,073.00 aggregate amount has been retained, in total, Owner will not
retain any additional amounts from any subsequent payments. Owner will also
reasonably consider reducing retainage for Subcontractors completing their work
early in the Project. Upon Substantial Completion of the entire Work or, if
applicable, any portion of the Work, pursuant to Section 6.5, Owner shall
release to Design-Builder all retained amounts relating, as applicable, to the
entire Work or completed portion of the Work, less an amount equal to 200% of
the reasonable value of all remaining or incomplete items of Work and less an
amount equal to the value of any Subcontractor lien waivers not yet obtained, as
noted in the Certificate of Substantial Completion, provided that such payment
shall only be made if Design-Builder has met the Performance Guarantee Criteria
listed in Exhibit A.

         10.3 Final Payment. Design-Builder shall deliver to Owner a request for
final payment (the "Final Application for Payment") when Final Completion has
been achieved in accordance with Section 6.6. Owner shall make final payment
within thirty (30) Days after Owner's receipt of the Final Application for
Payment ("Final Payment").

         10.4 Failure to Pay Amounts Due.

                  10.4.1 Interest. Payments which are due and unpaid by Owner to
Design-Builder, whether progress payments or Final Payment, shall bear interest
commencing five (5) Days after payment is due at the rate of Ten Percent (10%)
per annum, or the maximum rate allowed by Law, whichever is lower.

                  10.4.2 Right to Suspend Work. If Owner fails to pay
Design-Builder any undisputed amount that becomes due, Design-Builder, in
addition to all other remedies provided in the Contract Documents, may stop Work
pursuant to Section 15.4 hereof. All payments properly due and unpaid shall bear
interest at the rate set forth in Section 10.4.1.

         10.5 Design-Builder's Payment Obligations. Design-Builder will pay
Design Consultants and Subcontractors, in accordance with its contractual
obligations to such parties, all the amounts Design-Builder has received from

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Owner on account of their work. Design-Builder will impose similar requirements
on Design Consultants and Subcontractors to pay those parties with whom they
have contracted. Design-Builder will indemnify and defend Owner against any
claims for payment and mechanic's liens as set forth in Section 14.2 hereof.

         10.6 Record Keeping and Finance Controls. With respect to changes in
the Work performed on a cost basis by Design-Builder pursuant to the Contract
Documents, Design-Builder shall keep full and detailed accounts and exercise
such controls as may be necessary for proper financial management, using
accounting and control systems in accordance with generally accepted accounting
principles and as may be provided in the Contract Documents. During the
performance of the Work and for a period of three (3) years after Final Payment,
Owner and Owner's accountants shall be afforded access from time to time, upon
reasonable notice, to Design-Builder's records, books, correspondence, receipts,
subcontracts, purchase orders, vouchers, memoranda and other data relating to
changes in the Work performed on a cost basis in accordance with the Contract
Documents, all of which Design-Builder shall preserve for a period of three (3)
years after Final Payment.

                                   Article 11
               Hazardous Conditions and Differing Site Conditions

         11.1 Hazardous Conditions.

                   11.1.1 Unless otherwise expressly provided in the Contract
Documents to be part of the Work, Design-Builder is not responsible for any
Hazardous Conditions encountered at the Site. Upon encountering any Hazardous
Conditions, Design-Builder will stop Work immediately in the affected area and
as promptly as practicable notify Owner and, if Design-Builder is specifically
required to do so by Legal Requirements, all government or quasi-government
entities with jurisdiction over the Project or Site. Design-Builder shall not
remove, remediate or handle in any way (except in case of emergency) any
Hazardous Conditions encountered at the Site without prior written approval of
Owner.

                  11.1.2 Upon receiving notice of the presence of suspected
Hazardous Conditions, Owner shall take the necessary measures required to ensure
that the Hazardous Conditions are remediated or rendered harmless. Such
necessary measures shall include Owner retaining Qualified Independent Experts
to (i) ascertain whether Hazardous Conditions have actually been encountered,
and, if they have been encountered, (ii) prescribe the remedial measures that
Owner is required under applicable Legal Requirements to take with respect to
such Hazardous Conditions in order for the Work to proceed. Owner's choice of
such Qualified Independent Experts shall be subject to the prior approval of
Design-Builder, which approval shall not be unreasonably withheld or delayed.

                  11.1.3 Design-Builder shall be obligated to resume Work at the
affected area of the Project only after Owner's Qualified Independent Expert
provides it with written certification that (i) the Hazardous Conditions have
been removed or rendered harmless, and (ii) all necessary approvals have been
obtained from all government entities having jurisdiction over the Project or
Site and a remediation plan has been undertaken permitting the Work to proceed.

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                  11.1.4 Design-Builder will be entitled, in accordance with
this Article 11, to an adjustment in its Contract Price and/or contract time(s)
to the extent Design-Builder's cost and/or time of performance have been
adversely impacted by the presence of Hazardous Conditions, provided that such
Hazardous Materials were not introduced to the Site by Design-Builder,
Subcontractors or anyone for whose acts they may be liable.

                  11.1.5 To the fullest extent permitted by Law, Owner shall
indemnify, defend and hold harmless Design-Builder, Design Consultants,
Subcontractors, anyone employed directly or indirectly for any of them, and
their officers, directors, employees and agents, from and against any and all
claims, losses, damages, liabilities and expenses, including attorneys' fees and
expenses, arising out of or resulting from the presence, removal or remediation
of Hazardous Conditions at the Site.

                  11.1.6 Notwithstanding the preceding provisions of this
Section 11.1, Owner is not responsible for Hazardous Conditions introduced to
the Site by Design-Builder, Subcontractors or anyone for whose acts they may be
liable. Design-Builder shall indemnify, defend and hold harmless Owner and
Owner's officers, directors, employees and agents from and against all claims,
losses, damages, liabilities and expenses, including attorneys' fees and
expenses, arising out of or resulting from those Hazardous Conditions introduced
to the Site by Design-Builder, Subcontractors or anyone for whose acts they may
be liable.

         11.2 Differing Site Conditions; Inspection.

                  11.2.1 Concealed or latent physical conditions or subsurface
conditions at the Site that (i) differ from the conditions indicated in the
Contract Documents, or (ii) are of an unusual nature, differing from the
conditions ordinarily encountered and generally recognized as inherent in the
Work are collectively referred to herein as "Differing Site Conditions." If
Design-Builder encounters a Differing Site Condition, Design-Builder will be
entitled to an adjustment in the Contract Price and/or contract time(s) to the
extent Design-Builder's cost and/or time of performance are materially adversely
impacted by the Differing Site Condition.

                   11.2.2 Upon encountering a Differing Site Condition,
Design-Builder shall provide prompt written notice to Owner of such condition,
which notice shall not be later than fourteen (14) business days after such
condition has been encountered. Design-Builder shall, to the extent reasonably
possible, provide such notice before the Differing Site Condition has been
substantially disturbed or altered.

                                   Article 12
                   Force Majeure; Change in Legal Requirements

         12.1 Force Majeure Event. Shall mean a cause or event beyond the
reasonable control of, and without the fault or negligence of a Party claiming
Force Majeure, including, without limitation, an emergency, floods, earthquakes,
hurricanes, tornadoes, adverse weather conditions not reasonably anticipated or
acts of God; sabotage; vandalism beyond that which could reasonably be prevented
by a Party claiming Force Majeure; terrorism; war; riots; fire; explosion;
blockades; insurrection; strike; slow down or labor disruptions (even if such
difficulties could be resolved by conceding to the demands of a labor group);

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economic hardship or delay in the delivery of materials or equipment that is
beyond the control of a Party claiming Force Majeure, and action or failure to
take action by any Governmental Authority after the Effective Date (including
the adoption or change in any rule or regulation or environmental constraints
lawfully imposed by such Governmental Authority), but only if such requirements,
actions, or failures to act prevent or delay performance; and inability, despite
due diligence, to obtain any licenses, permits, or approvals required by any
Governmental Authority (any such event, a "Force Majeure Event").

         12.2 Effect of Force Majeure Event. Neither party shall be considered
in default in the performance of any of the obligations contained in the
Contract Documents, except for the Owners or the Design-Builder's obligations to
pay money (including but not limited to, Progress Payments and payments of
liquidated damages which become due and payable with respect to the period prior
to the occurrence of the Force Majeure Event), when and to the extent the
failure of performance shall be caused by a Force Majeure Event. If either party
is rendered wholly or partly unable to perform its obligations under the
Contract Documents because of a Force Majeure Event, such party will be excused
from performance affected by the Force Majeure Event to the extent and for the
period of time so affected; provided that:

         (a)       the nonperforming party, within forty-eight (48) hours after
                  the nonperforming party actually becomes aware of the
                  occurrence and impact of the Force Majeure Event, gives the
                  other party written notice describing the event or
                  circumstance in detail, including an estimation of its
                   expected duration and probable impact on the performance of
                  the affected party's obligations hereunder, and continues to
                  furnish timely regular reports with respect thereto during the
                  continuation of and upon the termination of the Force Majeure
                  Event;

         (b)       the suspension of performance is of no greater scope and of no
                  longer duration than is reasonably required by the Force
                  Majeure Event;

         (c)       the obligations of either party that arose before the
                  occurrence causing the suspension of performance and the
                  performance that is not prevented by the occurrence, shall not
                   be excused as a result of such occurrence;

         (d)       the nonperforming party uses its best efforts to remedy its
                  inability to perform and mitigate the effect of such event and
                  resumes its performance at the earliest practical time after
                  cessation of such occurrence or until such time that
                  performance is practicable;

         (e)       when the nonperforming party is able to resume performance of
                  its obligations under the Contract Documents, that party shall
                  give the other party written notice to that effect; and

         (f)       Design-Builder shall be entitled to a Day for Day time
                  extension for those events set forth in Section 12.1 to the

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                  extent the occurrence of such event delayed Design-Builder's
                  performance of its obligations under this Agreement.

         12.3 Change in Legal Requirements. The Contract Price and/or the
contract time(s) shall be adjusted to compensate Design-Builder for the effects
of any changes to the Legal Requirements that occur after the date of this
Agreement and as a result of such change, the performance of the Work is
adversely affected. Such effects may include, without limitation, revisions
Design-Builder is required to make to the Construction Documents because of
changes in Legal Requirements.

          12.4 Effect of Construction Cost Index Increase on Contract Price. If
between the Effective Date and the date on which a Notice to Proceed is given to
Design-Builder the Construction Cost Index published by Engineering News-Record
Magazine ("CCI") increases greater than Five Percent (5%) over the Baseline
Index established in Section 12.4.1, Design-Builder shall notify Owner in
writing that it is adjusting the Contract Price.

                  12.4.1 The Baseline Index "Baseline Index" for this Agreement
shall be 7646.87.

                  12.4.2 In the event that the CCI as of the date on which the
Notice to Proceed is given increases greater than Five Percent (5%) over the
Baseline Index, the Contract Price shall be adjusted to reflect such increase
over Five Percent (5%), but only with respect to those Applications for Payment
submitted after the date on which written notice of the adjustment in Contract
Price is given.

                  12.4.3 Payment for any adjustment in the Contract Price as a
result of this Section 12.4 shall be made in accordance with the terms of this
Agreement.

                                   Article 13
          Changes to the Contract Price and Scheduled Completion Dates

         13.1 Change Orders.

                  13.1.1 A change order ("Change Order") is a written instrument
issued after execution of this Agreement signed by Owner and Design-Builder,
stating their agreement upon all of the following:

         (a)       the scope of the change in the Work;

         (b)       the amount of the adjustment to the Contract Price; and

         (c)       the extent of the adjustment to the contract time(s).

                  13.1.2 All changes in the Work authorized by an applicable
Change Order shall be performed under the applicable conditions of the Contract
Documents. Owner and Design-Builder shall negotiate in good faith and as
expeditiously as possible the appropriate adjustments for such changes. Prior to

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incurring any costs with respect to estimating services, design services and any
other services involved in the preparation of the proposed revisions to the
Contract Documents, Design-Builder must obtain the written approval of Owner for
such costs.

                  13.1.3 If Owner requests a proposal for a change in the Work
from Design-Builder and subsequently elects not to proceed with the change, a
Change Order shall be issued to reimburse Design-Builder for reasonable costs
incurred for estimating services, design services and any other services
involved in the preparation of proposed revisions to the Contract Documents;
provided that such costs were previously approved by Owner pursuant to Section
13.1.2.

          13.2 Contract Price Adjustments.

                  13.2.1 The increase or decrease in Contract Price resulting
from a change in the Work shall be a mutually accepted lump sum, properly
itemized and supported by sufficient substantiating data to permit evaluation by
Owner.

                  13.2.2 If Owner and Design-Builder disagree upon whether
Design-Builder is entitled to be paid for any services required by Owner, or if
there are any other disagreements over the scope of Work or proposed changes to
the Work, Owner and Design-Builder shall resolve the disagreement pursuant to
Article 19 hereof. As part of the negotiation process, Design-Builder shall
furnish Owner with a good faith estimate of the costs to perform the disputed
services in accordance with Owner's interpretations. If the parties are unable
to agree and Owner expects Design-Builder to perform the services in accordance
with Owner's interpretations, Design-Builder shall proceed to perform the
disputed services, conditioned upon Owner issuing a written order to
Design-Builder (i) directing Design-Builder to proceed, and (ii) specifying
Owner's interpretation of the services that are to be performed. If this occurs,
Design-Builder shall be entitled to submit in its Applications for Payment an
amount equal to fifty percent (50%) of its reasonable estimated direct cost to
perform the services, and Owner agrees to pay such amounts, with the express
understanding that (x) such payment by Owner does not prejudice Owner's right to
argue that it has no responsibility to pay for such services, and (y) receipt of
such payment by Design-Builder does not prejudice Design-Builder's right to seek
full payment of the disputed services if Owner's order is deemed to be a change
to the Work.

         13.3 Emergencies. In any emergency affecting the safety of persons
and/or property, Design-Builder shall act, at its discretion, to prevent
threatened damage, injury or loss and shall notify the Owner as soon as
practicable and in any event within forty-eight (48) hours after Design-Builder
becomes aware of the emergency. The notice to Owner shall describe the emergency
in detail, including a reasonable estimation of its expected duration and
impact, if any, on the performance of Design-Builder's obligations hereunder.
Any change in the Contract Price and/or the contract time(s) on account of
emergency work shall be determined as provided in this Article 13.

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         13.4 Requests for Contract Adjustments and Relief. If either
Design-Builder or Owner believes that it is entitled to relief against the other
for any event arising out of or related to the Work or Project, such party shall
provide written notice to the other party of the basis for its claim for relief.
Such notice shall, if possible, be made prior to incurring any cost or expense
and in accordance with the notice requirements contained in Section 21.7. In the
absence of any specific notice requirement, written notice shall be given within
a reasonable time, not to exceed twenty-one (21) Days, after the occurrence
giving rise to the claim for relief or after the claiming party reasonably
should have recognized the event or condition giving rise to the request,
whichever is later. Such notice shall include sufficient information to advise
the other party of the circumstances giving rise to the claim for relief, the
specific contractual adjustment or relief requested and the basis of such
request.

                                    Article 14
                                    Indemnity

         14.1 Tax Claim Indemnification. If, in accordance with Owner's
direction, an exemption for all or part of the Work is claimed for taxes, Owner
shall indemnify, defend and hold harmless Design-Builder from and against any
liability, penalty, interest, fine, tax assessment, attorneys' fees or other
expenses or costs incurred by Design-Builder as a result of any action taken by
Design-Builder in accordance with Owner's directive.

         14.2 Payment Claim Indemnification. To the extent Design-Builder has
received payment for the Work, Design-Builder shall indemnify, defend and hold
harmless Owner Indemnified Parties from any claims or mechanic's liens brought
against Owner Indemnified Parties or against the Project as a result of the
failure of Design-Builder, or those for whose acts it is responsible, to pay for
any services, materials, labor, equipment, taxes or other items or obligations
furnished or incurred for or in connection with the Work. Within three (3)
business days of receiving written notice from Owner that such a claim or
mechanic's lien has been filed, Design-Builder shall commence to take the steps
necessary to discharge such claim or lien, including, if necessary, the
furnishing of a mechanic's lien bond. If Design-Builder fails to do so, Owner
will have the right to discharge the claim or lien and hold Design-Builder
liable for costs and expenses incurred, including attorneys' fees.

         14.3 Design-Builder's General Indemnification.

                  14.3.1 Design-Builder, to the fullest extent permitted by Law,
shall indemnify, hold harmless and defend Owner, Lenders, Lenders' Agent, and
their successors, assigns, officers, directors, employees and agents ("Owner
Indemnified Parties") from and against any and all losses, costs, damages,
injuries, liabilities, claims, demands, penalties, interest and causes of
action, including without limitation attorney's fees (collectively, the
"Damages") for bodily injury, sickness or death, and property damage or
destruction (other than to the Work itself) to the extent resulting from the
negligent or intentionally wrongful acts or from omissions of Design-Builder,
Design Consultants, Subcontractors, anyone employed directly or indirectly by
any of them or anyone for whose acts any of them may be liable.

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                  14.3.2 If an employee of Design-Builder, Design Consultants,
Subcontractors, anyone employed directly or indirectly by any of them or anyone
for whose acts any of them may be liable has a claim against Owner Indemnified
Parties, Design-Builder's indemnity obligation set forth in Section 14.3.1 above
shall not be limited by any limitation on the amount of damages, compensation or
benefits payable by or for Design-Builder, Design Consultants, Subcontractors,
or other entity under any employee benefit acts, including workers' compensation
or disability acts.

                  14.3.3 Without limiting the generality of Section 14.3.1
hereof, Design-Builder shall fully indemnify, save harmless and defend the Owner
Indemnified Parties from and against any and all Damages in favor of any
governmental authority or other third party to the extent caused by (a) failure
of Design-Builder or any Subcontractor to comply with Legal Requirements as
required by this Agreement, or (b) failure of Design-Builder or any
Subcontractor to properly administer and pay any taxes or fees required to be
paid by Design-Builder under this Agreement.

                  14.3.4 Nothing in the Design-Builder's General Indemnification
contained in this Section 14.3 shall be read to limit in any way any entitlement
Design-Builder shall have to insurance coverage under any insurance policy,
including any insurance policy required by either Party under this Agreement.

         14.4 Owner's General Indemnification. Owner, to the fullest extent
permitted by Law, shall indemnify, hold harmless and defend Design-Builder and
any of Design-Builder's officers, directors, employees, or agents from and
against claims, losses, damages, liabilities, including attorneys' fees and
expenses, for bodily injury, sickness or death, and property damage or
destruction (other than to the Work itself) to the extent resulting from the
negligent acts or omissions of Owner, its officers, directors, employees,
agents, or anyone for whose acts any of them may be liable.

                  14.4.1 Without limiting the generality of Section 14.4 hereof,
Owner shall fully indemnify, save harmless and defend the Design-Builder and any
of Design-Builder's officers, directors, employees, or agents from and against
any and all Damages in favor of any governmental authority or other third party
to the extent caused by (a) failure of Owner or any of Owner's agents to comply
with Legal Requirements as required by this Agreement, or (b) failure of Owner
or Owner's agents to properly administer and pay any taxes or fees required to
be paid by Owner under this Agreement.

                  14.4.2 Nothing in the Owner's General Indemnification
contained in this Section 14.4 shall be read to limit in any way any entitlement
Design-Builder shall have to insurance coverage under any insurance policy,
including any insurance policy required by either Party under this Agreement.

Green Plains Renewable Energy, Inc.
January 13, 2006

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<PAGE>

                                   Article 15
                        Stop Work; Termination for Cause

         15.1 Owner's Right to Stop Work. Owner may, without cause and for its
convenience, order Design-Builder in writing to stop and suspend the Work. Such
suspension shall not exceed sixty (60) consecutive Days or aggregate more than
ninety (90) Days during the duration of the Project. Design-Builder is entitled
to seek an adjustment of the Contract Price and/or the contract time(s) if its
cost or time to perform the Work has been adversely impacted by any suspension
or stoppage of work by Owner.

         15.2 Owner's Right to Perform and Terminate for Cause.

                  15.2.1 If (i) Design-Builder persistently fails to provide a
sufficient number of skilled workers; (ii) Design-Builder persistently fails to
supply the materials required by the Contract Documents; (iii) Design-Builder
persistently fails to comply with applicable Legal Requirements; (iv)
Design-Builder persistently fails to timely pay, without cause, Design
Consultants or Subcontractors; (v) Des


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