Soy Energy,
LLC

4832 G Avenue P. O. Box 663

Marcus, Iowa 51035


	
 

	
 


	
Attention:

	
Mr. Rick
  Davis, General Manager


	
 

	
Board of
  Directors





Re:
Biodiesel Plant Supply and Management Agreement

Letter of Intent


Dear Ladies
and Gentlemen of the Board of Directors:


This letter
serves to confirm the discussions between our companies regarding BEST
Biodiesel, Inc. (“BBI”), providing to Soy Energy, LLC, or an entity designated
by Soy Energy (“Owner”), a Biodiesel Plant having a nameplate capacity of 15
million gallons per annum of Biodiesel produced from crude corn oil from
ethanol production (“CCOE”) and technical support services for the Biodiesel
Plant. The purpose of this letter is to set forth certain non-binding
understandings between the parties.


The terms of
any agreement on the above transaction will be set forth in a definitive
agreement to be mutually agreed upon by the parties. The below numbered
paragraphs recite important terms and conditions of the above transaction to be
included in the definitive agreement, but in all instances shall be subject to
and contingent upon the parties reaching agreement on all terms and conditions
in the definitive agreement.


The parties
expressly state their intention that this letter as a whole, and paragraphs set
forth below, do not and shall not constitute a legal and binding obligation,
contract or agreement between the parties, are not intended to be an extensive
summary of all of the terms and conditions.


1. BBI would
supply to Owner at Soy Energy’s site at Marcus, Iowa (“Site”) the Biodiesel
Plant and would warrant that using CCOE meeting specifications, the Biodiesel
Plant would produce biodiesel meeting specifications at a rate of at least 1875
gallons per hour.


2. The
purchase price for the Biodiesel Plant would be (i) a fee for the battery
limits of the Biodiesel Plant (“Battery Limits Fee”) which would be a
guaranteed, fixed fee and (ii) costs for such other ancillary projects as the
parties agree to undertake to support the battery limits. The parties expect
that purchase price would be about $24,770,000 for the battery limits and
$8,760,000 for the ancillary projects which may be more or less depending upon
the suitability of existing facilities at the Site and the extent of ancillary
facilities required. The parties contemplate that 50% of the Biodiesel Plant
will be financed by debt.


3. BBI would
provide to Owner technology and operating support services (“Technical Support
Services”) which shall include consulting support pertaining to the 


The information contained herein is
confidential






technology and
operating of the Biodiesel Plant; technology disclosures for enhancements and
upgrades to the Biodiesel Plant; consulting support to meet changing regulatory
and customer specifications for biodiesel; consulting support for meeting
specifications for biodiesel from changed raw materials and consulting support
for biodiesel sales and raw materials specifications and procurement. BBI would
also provide for a period of at least one (1) year from start-up of the
Biodiesel Plant an on-site technical manager (“Technology Manager Services”).
Thereafter the extent of Technology Manager Services shall be agreed by the
parties. The Technical Support Services will be provided for a fee of $300,000
per annum.


4. BBI would
provide the Biodiesel Plant by June 10, 2009, meeting warranties (“Delivery
Date”), provided that the definitive agreement is entered into no later than
April 30, 2008, and BBI receives the project kickoff payment of $4,950,000 no
later than June 10, 2008.


5. BBI, upon
execution of this Letter of Intent, will assist Soy Energy in procuring
feedstocks. Such feedstock supply contracts will be entered into by BBI and,
upon execution of a definitive plant supply agreement and receipt of the
project kickoff payment, BBI will transfer the contracts to Soy Energy.


Upon entering
into this letter of intent, the parties agree to negotiate in good faith to
reach agreement on all terms and conditions in the definitive agreement.
Nevertheless, Soy Energy can withdraw at anytime prior to entering into the
definitive agreement if it cannot secure bank financing and 7,500,000 gallons
of feedstock. This agreement is contingent upon Soy Energy membership approval.


If the terms
of this letter of intent are agreeable to Soy Energy, please sign and return a
copy no later than May 15, 2008.


The information contained herein is
confidential







	
 

	
 


	
 

	
Very Truly
  Yours,


	
 

	
 


	
 

	
 


	
 

	
  /s/
  Tony Janowiec


	
 

	



	
 

	
Tony
  Janowiec


	
 

	
Vice
  President


	
 

	
BEST
  BioDiesel, Inc.





Agreed to and
accepted this

12th day of May, 2008

Soy Energy, LLC


	
 

	
 


	
/s/
  Charles Sand


	



	
 


	
By:

	
Charles
  Sand


	
 

	



	
         Print
  Name







	
 

	
 


	
Title:
  President


	
 

	
 





The information contained herein is
confidential