HEADS OF AGREEMENT

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SOUTH DAKOTA SOYBEAN PROCESSORS LLC | Transocean Group Holdings Pty Ltd

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Title: HEADS OF AGREEMENT
Date: 5/15/2006

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Exhibit 10

Exhibit 10.1

HEADS OF AGREEMENT

This Heads of Agreement (HOA) sets out the principal terms upon which the parties being (Parties) Transocean Group Holdings Pty Ltd or its nominee (Transocean) and South Dakota Soy Processors, LLC (SDSP) have incorporated High Plains Biofuels (HPB) with a view to jointly undertake the development and construction of a biodiesel plant (Plant) on the land owned and occupied by SDSP in South Dakota (Land).

The Parties agree as follows:

1.	Incorporation of High Plains Biofuels, Inc. (HPB)	The parties have Incorporated a Delaware company HPB. Each own 50% of the shares of HPB.

2.	SDSP Obligations	It is proposed that SDSP’s obligations in relation to the HPB will be to: (a) provide the site upon which the Plant will be developed and constructed (being the Land as referred above); (b) put forward a proposal for project management services in relation to the Plant on commercially acceptable terms to the HPB and any financiers; (c) provide the ongoing daily administration/ management of the Plant: (d) prepare operating budgets for the Plant development, construction and operation; e) provide the soy processing and crushing facility for processing of all soy feed stock required in relation to Plant operations; and (f) source one or more strategic partners to provide feed stock to the Plant. In return for the above, SDSP will be entitled to normal arm’s length commercial fees — taking into account the fact that SDSP will be a major shareholder in HPB.

3.	Transocean Obligations	It is proposed that Transocean’s obligations in relation to HPB will be to: (a) raise any necessary seed capital funding; (b) provide strategic and corporate advice in

relation to the development of the Plant, capital raisings to finance the development of the Plant and the future listing of HPB on a recognized stock exchange:

(d) act as lead manager and coordinator for all debt and equity funding required by HFB to complete the development and construction of the Plant;

(e) provide strategic and corporate advice and assistance in relation to the development of any patentable processes and or intellectual property protection; and

(f) provide strategic and corporate assistance in the development of bio diesel and off take distribution strategies and arrangements.

In return for the above, Transocean will be entitled to normal arm’s length commercial fees — taking into account the fact that Transocean will be a major shareholder in HPB.

Joint Contributions

In addition to the obligations set out in clauses 2 and 3, the parties agree that they will jointly use their best endeavours to:

(a) prepare an investment memorandum for the purposes of securing debt/equity funding for HPB;

(b) source and secure technology rights in relation to the design, construct and operation of the Plant;

(d) source construction and management services with respect to the design and construction of the Plant;

				(e) Any other agreed matters that are integral to the development, construction and operations of the Plant.