##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Amendment No. 1 on
 Form 10-K/A
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009
 Commission file number: 000-52421
 ADVANCED BIOENERGY, LLC
 (Exact name of Registrant as Specified in its Charter)
 Delaware
    
    20-2281511(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 10201 Wayzata Boulevard, Suite 250
Minneapolis, Minnesota 55305
(763) 226-2701
 (Address, including zip code, and telephone number,
including area code, of Registrants Principal Executive Offices)
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
Membership Units
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer
o

Accelerated filer
o

Non-accelerated filer þ

Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



INDEX
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    3Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Unitholder Matters
    
    
    11Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    13Item 14. Principal Accountant Fees and Services
    
    
    15PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    16SIGNATURES
    
    
    16INDEX TO EXHIBITSEX-31.1EX-31.2EX-32




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##### Table of Contents



EXPLANATORY NOTE
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  DirectorName
    
    Age
    
    Position
    
    SinceGroup II  term expiring in 2010:Troy L. Otte
    
    
    42
    
    
    Director
    
    
    2005Keith E. Spohn
    
    
    61
    
    
    Director
    
    
    2005Richard R. Peterson
    
    
    44
    
    
    Director
    
    
    2009Group III  term expiring in 2011:Neil S. Hwang
    
    
    31
    
    
    Director
    
    
    2009Thomas A. Ravencroft
    
    
    73
    
    
    Director
    
    
    2008John E. Lovegrove
    
    
    55
    
    
    Chairman and Director
    
    
    2005Group I  term expiring in 2012:Scott A. Brittenham
    
    
    51
    
    
    Director
    
    
    2008Joshua M. Nelson
    
    
    37
    
    
    Director
    
    
    2009Bruce L. Rastetter
    
    
    53
    
    
    Director
    
    
    2009
  Troy L. Otte
 Richard R. Peterson
 Keith E. Spohn
 Scott A. Brittenham
 Joshua M. Nelson
 1




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##### Table of Contents



Bruce L. Rastetter
 Neil S. Hwang
 Thomas
A. Ravencroft
 John E. Lovegrove
 Executive Officers
  Section 16(a) Beneficial Ownership Reporting Compliance
   Audit Committee
  Code of Ethics
 www.advancedbioenergy.com
 2




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##### Table of Contents



Recommendations of Nominees to Board of Directors
  
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
    Compensation Philosophy and Objectives
  
    
    the compensation program should retain management to foster continuity in our operations;
    
    the compensation program should align the interests of our management with those of our
members; and
    
    the compensation program should reward management for outstanding business results.
  
    
    overall compensation levels must be sufficiently competitive to retain executives; and
    
    a portion of total compensation should be contingent on, and variable with, achievement
of personal and company performance goals.
 Compensation Elements
  
    
    base salary;
    
    cash bonuses;
    
    equity compensation; and
    
    perquisites and other personal benefits.
 3




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Base Salary
  Cash Bonuses
     4




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Equity Compensation
   Perquisites and Other Personal Benefits
  Accounting and Tax Treatment
   Compensation Committee Report
  5




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##### Table of Contents



Compensation Committee
 
 Summary Compensation Table
  Unit
    
    Non-Equity
    
    All OtherName and Principal
    
    
    
    
    
    
    
    
    
    Bonus
    
    Awards
    
    Incentive Plan
    
    CompensationPosition
    
    Year
    
    Salary ($)
    
    ($)(5)
    
    ($)(1)
    
    Compensation ($)(6)
    
    ($)
    
    Total ($)Richard R. Peterson
    
    
    2009
    
    
    
    272,334
    
    
    
    35,547
    
    
    
    42,000
    
    
    
    64,453
    
    
    
    34,076
    (2)
    
    
    448,410Chief Executive Officer,
    
    
    2008
    
    
    
    200,000
    
    
    
    
    
    
    
    84,000
    
    
    
    31,750
    
    
    
    23,308
    (2)
    
    
    339,058President and Chief Financial Officer
    
    
    2007
    
    
    
    154,807
    
    
    
    152,500
    
    
    
    
    
    
    
    
    
    
    
    19,805
    (2)
    
    
    327,112Revis L. Stephenson III
    
    
    2009
    
    
    
    124,948
    
    
    
    
    
    
    
    11,667
    
    
    
    
    
    
    
    9,990
    (3)
    
    
    146,605Chairman and Chief
    
    
    2008
    
    
    
    300,000
    
    
    
    
    
    
    
    462,537
    
    
    
    10,125
    
    
    
    42,818
    (3)
    
    
    815,480Executive Officer
    
    
    2007
    
    
    
    300,000
    
    
    
    150,000
    
    
    
    1,202,274
    
    
    
    
    
    
    
    23,327
    (3)
    
    
    1,675,601Perry C. Johnston
    
    
    2009
    
    
    
    115,385
    
    
    
    
    
    
    
    168,000
    
    
    
    25,391
    
    
    
    82,692
    (4)
    
    
    391,468Vice President and Legal Counsel
    
    
    2008
    
    
    
    200,000
    
    
    
    
    
    
    
    42,000
    
    
    
    31,750
    
    
    
    8,077
    (4)
    
    
    281,8272007
    
    
    
    15,384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000
    (4)
    
    
    140,384
 
 (1)
    
    Values expressed represent the actual compensation expense recognized
by our company for financial reporting purposes in each fiscal year
ended September 30. We calculated these amounts in accordance with
Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, based on the grant date fair value of the awards
utilizing the assumptions set forth in Notes 1 and 5 to our
consolidated financial statements included in Item 8 of our Annual
Report on Form 10-K for the fiscal year ending September 30, 2009
filed on December 29, 2009. The expressed values exclude any monetary
amount received for the sale of related units to the company through
exercising put options.(2)
    
    The 2009 amounts consist of $20,063 for the portion of the lease,
fuel, insurance and maintenance expenses cost for personal use of a
company-owned vehicle and $14,013 in company contributions to the
401(k) plan. The 2008 amounts consist of $11,943 for the portion of
the lease, fuel, insurance and maintenance expenses cost for personal
use of a company-owned vehicle and $11,365 in company contributions to
the 401(k) plan. The 2007 amounts consist of $14,083 for the portion
of the lease, fuel, insurance and maintenance expenses cost for
personal use of a company-owned vehicle and $5,722 in company
contributions to the 401(k) plan. Mr. Peterson was hired in fiscal
year 2007 and was Vice President of Accounting and Finance and Chief
Financial Officer for fiscal years 2007 and 2008. Mr. Peterson was
named Chief Executive Officer in October 2008.(3)
    
    The 2009 amounts consist of $7,765 for the portion of the lease, fuel,
insurance and maintenance expenses cost for personal use of a
company-owned vehicle and $2,225 for reimbursement of expenses for tax
planning and tax return preparation. The 2008 amounts consist of
$12,830 for the portion of the lease, fuel, insurance and maintenance
expenses cost for personal use of a company-owned vehicle, $11,731 in
company contributions to the 401(k) plan, $1,925 in reimbursement of
expenses for tax planning and tax return preparation and $16,332 in
reimbursement of penalties and interest incurred for prior year tax
returns due to Form 1099s not being prepared timely by the Company.
The 2007 amounts consist of $10,795 for the portion of the lease,
fuel, insurance and maintenance expenses cost for personal use of a
company-owned vehicle, $9,807 in company contributions to the 401(k)
plan, and $2,725 in reimbursement of expenses for tax planning and tax
return preparation. The Company terminated Mr. Stephensons employment
on January 20, 2009.(4)
    
    The 2009 amounts consist of $69,231 in severance payments, $8,725 for
unused vacation at the time of his termination without cause and
$4,736 in Company contributions to the 401(k) Plan. The 2008 amounts
consist of $8,077 in company contributions to the 401(k) plan. The
2007 amounts consist of a $125,000 moving allowance. Mr. Johnston was
hired on August 8, 2007. The Company terminated Mr. Johnstons
employment without cause on April 17, 2009.(5)
    
    Amounts consist of bonuses earned under employment agreements and
other discretionary bonuses separately approved by the board of
directors. 6




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##### Table of Contents



(6)
    
    Amounts consist of bonuses earned under the corporate bonus plan. Grants of Plan-Based Awards in 2009
  Estimated Future Payouts Under Non-EquityIncentive Plan Awards(1)Name
    
    Grant Date
    
    Threshold ($)(2)
    
    Target ($)(3)
    
    Maximum ($)(4)Richard R. Peterson
    
    June 17, 2009
    
    
    8,594
    
    
    
    21,482
    
    
    
    68,750Perry C. Johnston
    
    June 17, 2009
    
    
    6,250
    
    
    
    15,625
    
    
    
    50,000
 
 (1)
    
    The actual payouts received are reflected in the non-equity incentive
plan compensation column of the Summary Compensation Table for 2009.
The payments of the non-equity incentive plan compensation for 2009
were made in December 2009.(2)
    
    The 2009 corporate bonus plan was comprised of company financial
targets (50%) and personal performance objectives (50%). The threshold
payouts were based on meeting one of four personal performance
objectives, representing 25% of the possible 50% payout for personal
performance objectives, or one of the 2 minimum financial targets,
representing 12.5% of the possible 25% for each financial target. This
would be the minimum amount payable for a certain level of
performance.(3)
    
    The target payouts were based on the company meeting the minimum
EBITDA target of $.12 per gallon of ethanol and a minimum of
95.2 million gallons of 200 proof ethanol produced and a named
executive officer meeting one of four personal performance objectives.(4)
    
    The maximum payouts are determined in the employment agreements for
each named executive officer as further described below. Employment Agreements with Named Executive Officers
 Richard R. Peterson.
   Revis L. Stephenson III.
 7




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##### Table of Contents



Perry C. Johnston.
  Restricted Unit Grants
 Other Awards.
 Strategic Bonus Awards.
 8




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##### Table of Contents



Outstanding Equity Awards at 2009 Fiscal Year-End
  Unit AwardsNumber of
    
    Market Value ofUnits That have
    
    Units That havenot Vested
    
    not VestedName
    
    (#)
    
    ($)(1)Richard R. Peterson
    
    
    9,000
    (2)
    
    
    13,500Revis L. Stephenson III
    
    
    
    
    
    
    Perry C. Johnston
    
    
    
    
    
    
    
 
 (1)
    
    Amount shown is based on a unit price of $1.50, which was the estimated
market value of the units at the end of fiscal 2009.(2)
    
    3,000 of these units will vest on each October 1 of the years 2009-2011. 2009 Units Vested
  Unit AwardsNumber of Units Acquired
    
    Value Realized onName
    
    on Vesting (#)
    
    Vesting ($)(1)Richard R. Peterson
    
    
    3,000
    
    
    
    7,650Revis L. Stephenson III
    
    
    19,750
    
    
    
    50,363Perry C. Johnston
    
    
    12,000
    
    
    
    30,600
 
 (1)
    
    Amount shown is based on a unit price of $2.55, which was the estimated market value of the
units at the time that the units vested. Payments Upon Resignation, Retirement or Other Termination
      9




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Following Change in ControlInvoluntary
    
    Involuntary (Not for(Not for Cause)
    
    Cause) or GoodTermination
    
    Reason Termination
    
    ValueName
    
    Salary and Bonus ($)
    
    Salary and Bonus ($)
    
    of Units ($)
    
    Benefits ($)Richard R. Peterson(1)
    
    
    296,482
    
    
    
    592,964
    
    
    
    21,000
    
    
    $
    13,897
 
 (1)
    
    Includes 1 year annual salary and one year target bonus of $21,482;
includes 2 years annual salary and target bonuses plus 14,000 units
issuable upon a change in control event at $1.50 per unit. Includes
one year of medical dental and life insurance premiums for
Mr. Peterson and his beneficiaries. Payments and benefits provided
upon a change in control or termination of employment would be based
on his current annual salary and target bonus. Director Compensation
   Fees Earned or
    
    Unit
    
    All OtherName
    
    Paid in Cash ($)
    
    Awards ($)
    
    Compensation ($)
    
    Total ($)John E. Lovegrove
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    15,000Scott A. Brittenham
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    15,000Neil S. Hwang
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joshua M. Nelson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Troy L. Otte
    
    
    13,000
    
    
    
    
    
    
    
    
    
    
    
    13,000Bruce L. Rastetter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas Ravencroft
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    
    12,500Revis Stephenson(1)
    
    
    6,667
    
    
    
    
    
    
    
    
    
    
    
    6,667Keith E. Spohn
    
    
    11,500
    
    
    
    
    
    
    
    
    
    
    
    11,500Larry L. Cerny(2)
    
    
    11,667
    
    
    
    
    
    
    
    
    
    
    
    11,667Robert W. Holmes(3)
    
    
    1,667
    
    
    
    
    
    
    
    
    
    
    
    1,667Dale Locken(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Resigned effective September 18, 2009.(2)
    
    Resigned effective August 28, 2009.(3)
    
    Resigned effective November 21, 2008.(4)
    
    Resigned effective October 15, 2008. 10




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Securities Authorized for Issuance Under Equity Compensation Plans
  Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
UNITHOLDER MATTERS
 Security Ownership of Certain Beneficial Owners
   Percentage ofAmount and Nature of
    
    OutstandingName of Beneficial Owner or Identity of Group
    
    Beneficial Ownership (#)
    
    UnitsNon-Employee Directors:John E. Lovegrove
    
    
    63,000
    (1)
    
    
    *Scott A. Brittenham
    
    
    4,043,882
    (2)
    
    
    22.7
    %Neil S. Hwang
    
    
    0
    
    
    
    *Joshua M. Nelson
    
    
    0
    
    
    
    *Troy L. Otte
    
    
    69,500
    
    
    
    *Bruce L. Rastetter
    
    
    3,333,333
    (3)
    
    
    18.7
    %Thomas A. Ravencroft
    
    
    53,900
    (4)
    
    
    *Keith E. Spohn
    
    
    40,000
    (5)
    
    
    *Named Executive Officers:Richard R. Peterson
    
    
    11,400
    (6)
    
    
    *Revis L. Stephenson III
    
    
    284,845
    (7)
    
    
    1.6
    %Perry C. Johnston
    
    
    9,000
    
    
    
    *Executive officers and directors as a group (11 persons)
    
    
    7,908,860
    (8)
    
    
    44.4
    %More than 5% Owners:South Dakota Wheat Growers Association
    
    
    1,271,452
    
    
    
    7.1
    %110 6th Avenue SE
Aberdeen, SD 57402Clean Energy Capital, LLC (f/k/a Ethanol Capital Management, LLC)
    
    
    4,043,882
    (2)
    
    
    22.7
    %5151 E. Broadway, Suite 510
Tucson, AZ 85711Hawkeye Energy Holdings, LLC
    
    
    3,333,333
    (3)
    
    
    18.7
    %224 S. Belle Ave
Ames, IA 50010
 
 *
    
    Less than 1%(1)
    
    Includes units owned jointly with Mr. Lovegroves spouse.(2)
    
    Includes 2,750,000 units held by Ethanol Investment Partners, LLC,
500,000 units held by Tennessee Ethanol Partners, L.P., 475,462 units
held by Ethanol Capital Partners, L.P. Series T and 318,420 units held
by Ethanol Capital Partners, L.P. Series R. Mr. Brittenham serves as
the Managing Member, President & CEO of Clean Energy Capital, LLC, the
sole manager of Ethanol Investment Partners, LLC and an affiliate of
Tennessee Ethanol Partners, L.P., Ethanol Capital Partners, L.P.
Series T and Ethanol Capital Partners, L.P. Series R. Mr. Brittenham
disclaims beneficial ownership of these securities. Includes
2,015,816 units that are pledged as security for a loan from Clean
Energy Capital, LLC (CEC) to CECs limited partnership funds,
Ethanol Investment Partners Series E,H,I,J,L,M,N,O,P,Q,S and Tennessee
Ethanol Partners, L.P. 11




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##### Table of Contents



(3)
    
    Includes 3,333,333 units owned by Hawkeye of which Messrs. Nelson and
Rastetter are on the board of managers and Mr. Rastetter is currently
serving as Chief Executive Officer. These units are pledged as
collateral to the holder of Hawkeyes senior secured notes and second
lien secured notes. Mr. Rastetter disclaims beneficial ownership of
these units, except to the extent of his pecuniary interest therein.(4)
    
    Includes 53,900 units held in the name of the Thomas A. Ravencroft
Declaration of Trust, Mr. Ravencroft is the creator of the Trust.(5)
    
    Includes units owned jointly with Mr. Spohns spouse.(6)
    
    Includes 11,400 restricted units issued to an affiliate of
Mr. Peterson. Of these units, 5,400 units are vested and the remainder
will vest over a two-year period ending on October 1, 2011.(7)
    
    Includes 120,000 units pledged as security.(8)
    
    Mr. Stephenson and Mr. Johnston, named executive officers are
included; however, they are no longer employed by the Company. Description of Voting Agreement
   (1)
    
    two representatives designated by Hawkeye  Joshua M. Nelson and Bruce L.
Rastetter are currently designated by Hawkeye for this purpose;(2)
    
    two representatives designated by EIP  Scott A. Brittenham and Neil S. Hwang are
currently designated by EIP for this purpose; and(3)
    
    the Chief Executive Officer of the Company (the CEO Board Member)  Richard R.
Peterson is currently designated for this purpose.
   Name
    
    Units Owned (#)John E. Lovegrove
    
    
    63,000Keith E. Spohn
    
    
    40,000Ethanol Investment Partners, LLC
    
    
    2,750,000
    (1)Tennessee Ethanol Partners, L.P.
    
    
    500,000
    (1)Ethanol Capital Partners L.P., Series T
    
    
    475,462
    (1)Ethanol Capital Partners L.P., Series R
    
    
    318,420
    (1)Thomas A. Ravencroft
    
    
    53,900Troy L. Otte
    
    
    69,500Richard R. Peterson
    
    
    11,400South Dakota Wheat Growers Association
    
    
    1,271,452Hawkeye Energy Holdings, LLC
    
    
    3,333,333
    (2)Total
    
    
    8,886,467
 
 (1)
    
    Scott A. Brittenham serves as the Managing Member, President & Chief
Executive Officer and Neil S. Hwang serves as the Chief Financial and
Compliance Officer of Clean Energy Capital, LLC, which is the sole
manager of Ethanol Investment Partners, LLC and an affiliate of
Tennessee Ethanol Partners, L.P., Ethanol Capital Partners, L.P.
Series T and Ethanol Capital Partners, L.P. Series R.(2)
    
    Bruce L. Rastetter serves as the Chief Executive Officer of Hawkeye.
Joshua M. Nelson is a member of the board of directors of Hawkeye. 12




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Transactions with Promoters and Related Persons
  Related Party Transaction Approval Policy
  Purchase of Employment Agreement Units
   Convertible Promissory Notes Issued To Ethanol Investment Partners, LLC
    Investment by Hawkeye Energy Holdings, LLC, Ethanol Capital Partners, L.P. Series T, Ethanol
Capital Partners, L.P. Series R and Certain Directors
  Subscription Agreement and Side Letter
  13




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Board Representation and Voting Agreement
  Registration Rights Agreement
  Ethanol Agreement
  Grain Purchases from South Dakota Wheat Growers Association
  Grain Purchases from Directors
  Director
    
    Grain Purchases($)John E. Lovegrove
    
    
    164,480
    (1)Troy L. Otte
    
    
    637,970
    (2)
 
 (1)
    
    Includes purchases made from a corporation owned in part by Mr. Lovegrove. 14




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(2)
    
    Includes $328,850 in purchases from Mr. Otte and $309,120 in purchases from a limited liability company in which
Mr. Otte has a 50% ownership interest.  Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 Fees Billed by McGladrey & Pullen LLP
  Fiscal 2009
    
    
    Fiscal 2008Description of Fees
    
    Amount
    
    
    AmountAudit fees
    
    $
    249,500
    
    
    $
    239,900Audit-related fees
    
    
    10,000
    
    
    
    Total audit and audit-related fees
    
    
    259,500
    
    
    
    239,900Tax fees:Tax compliance fees
    
    
    60,939
    
    
    
    69,488Tax consultation and advice fees
    
    
    9,718
    
    
    
    112,613Total tax fees
    
    
    70,657
    
    
    
    182,101All other fees
    
    
    
    
    
    
    Total
    
    $
    330,157
    
    
    $
    422,001
 Audit Fees
  Audit-Related Fees
  Tax Compliance Fees
  Tax Consultation and Advice Fees
  All Other Fees
  15




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##### Table of Contents



Pre-Approval Policies and Procedures
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (b)
    
    Exhibits  The exhibits are set forth on the Exhibit Index filed as a part of this report
beginning immediately following the signatures.
 
 SIGNATURES
  ADVANCED BIOENERGY, LLC
(Registrant)By:
    /s/  Richard R. PetersonRichard R. PetersonChief Executive Officer, President,
Chief Financial Officer and Director 16




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EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Method of Filing2.1
    
    
    Partnership Interest Purchase
Agreement with HGF Acquisition, LLC,
Aventine Renewable Energy, Inc.,
Dakota Fuels, Inc., South Dakota Wheat
Growers Association, Heartland
Producers, LLC, and Heartland Grain
Fuels, L.P. dated as of November 7,
2006
    
    Incorporated by reference (1)2.2
    
    
    Partnership Interest and Stock
Purchase Agreement with HGF
Acquisition, LLC, Heartland Grain
Fuels, L.P, Heartland Producers, LLC,
South Dakota Wheat Growers Association
and Dakota Fuels, Inc. dated as of
November 7, 2006
    
    Incorporated by reference (2)3.1
    
    
    Certificate of Formation
    
    Incorporated by reference (3)3.2
    
    
    Third Amendment and Restated Operating
Agreement of the Company dated as of
February 1, 2006 as amended September
18, 2009
    
    Incorporated by reference (4)4.1
    
    
    Form of Certificate of Membership Units
    
    Incorporated by reference (5)4.3
    
    
    Amended and Restated Secured Term Loan
Note issued to PJC Capital, LLC dated
August 28, 2009
    
    Incorporated by reference (6)4.4
    
    
    Warrant to Purchase Units of Advanced
BioEnergy, LLC dated August 28, 2009
    
    Incorporated by reference (7)4.5
    
    
    Voting Agreement among Advanced
BioEnergy, LLC, Hawkeye Energy
Holdings, LLC Ethanol Investment
Partners, LLC South Dakota Wheat
Growers Association, a South Dakota
cooperative, and certain directors of
the Company dated as of August 28,
2009.
    
    Incorporated by reference (8)4.6
    
    
    Registration Rights Agreement between
Advanced BioEnergy, LLC, and Hawkeye
Energy Holdings, LLC dated as of
August 28, 2009
    
    Incorporated by reference (9)4.7
    
    
    Second Amendment to Investor Rights
Agreement between Advanced BioEnergy
LLC and South Dakota Wheat Growers
Association dated as of August 28,
2009
    
    Incorporated by reference (10)4.8
    
    
    First Amendment to Registration Rights
Agreement between Advanced BioEnergy,
LLC and Ethanol Investment Partners
dated as of August 28, 2009
    
    Incorporated by reference (11)10.1
    
    
    Promissory Note (Operating Loan) and
Loan Agreement with Farm Credit
Services of America, PCA dated
February 13, 2006
    
    Incorporated by reference (12)10.2
    
    
    Master Loan Agreement with Farm Credit
Services of America, FLCA dated
February 17, 2006
    
    Incorporated by reference (13)10.3
    
    
    Amendment to Master Loan Agreement
with Farm Credit Services of America,
FLCA dated April 11, 2006
    
    Incorporated by reference (14)10.4
    
    
    Statused Revolving Credit Supplement
with Farm Credit Services of America,
FLCA dated February 17, 2006
    
    Incorporated by reference (15)10.5
    
    
    Construction and Revolving Term Loan
Supplement with Farm Credit Services
of America, FLCA dated February 17,
2006
    
    Incorporated by reference (16)10.6
    
    
    Construction and Term Loan Supplement
with Farm Credit Services of America,
FLCA dated February 17, 2006
    
    Incorporated by reference (17)10.7
    
    
    Loan and Trust Agreement with the
County of Fillmore, State of Nebraska
and Wells Fargo N.A. dated April 1,
2006
    
    Incorporated by reference (18)




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Method of Filing10.8
    
    
    Promissory Note issued to the County
of Fillmore, State of Nebraska dated
April 27, 2006
    
    Incorporated by reference (19)10.9
    
    
    Subordinate Deed of Trust and
Construction Security Agreement with
Wells Fargo Bank dated April 27, 2006
    
    Incorporated by reference (20)10.10
    
    
    ICM License Agreement with ICM, Inc.
dated March 13, 2006
    
    Incorporated by reference (21)10.11
    
    
    Contract for Electric Service with
Perennial Public Power District dated
April 25, 2006
    
    Incorporated by reference (22)10.12
    
    
    Employment Agreement with Revis L.
Stephenson III dated April 7, 2006+
    
    Incorporated by reference (23)10.13
    
    
    Project Development Fee Agreement with
Robert W. Holmes and Revis L.
Stephenson III dated May 19, 2005
    
    Incorporated by reference (24)10.14
    
    
    Letter Agreement with Oppenheimer &
Co. Inc. dated November 22, 2005
    
    Incorporated by reference (25)10.15
    
    
    Agreement between Heartland Grain
Fuels, LP and ICM, Inc. dated July 14,
2006

    
    Incorporated by reference (26)10.16
    
    
    Investor Rights Agreement with South
Dakota Wheat Growers Association dated
as of November 7, 2006
    
    Incorporated by reference (27)10.17
    
    
    Amended and Restated Employment
Agreement with Richard Peterson dated
December 11, 2007+
    
    Incorporated by reference (28)10.18
    
    
    Restricted Unit Agreement with
Stephenson Holdings, Inc. dated
November 7, 2006+
    
    Incorporated by reference (29)10.19
    
    
    South Dakota Grain Fuels, L.P.
Agreement of Limited Partnership dated
August 27, 1991
    
    Incorporated by reference (30)10.20
    
    
    Amendment to the Agreement of Limited
Partnership of Heartland Grain Fuels,
L.P. dated November 8, 2006
    
    Incorporated by reference (31)10.21
    
    
    Master Loan Agreement between Farm
Credit Services of America, FLCA and
ABE Fairmont, LLC dated as of
November 20, 2006
    
    Incorporated by reference (32)10.22
    
    
    Construction and Term Loan Supplement
to the Master Loan Agreement between
Farm Credit Services of America, FLCA
and ABE Fairmont, LLC entered into as
of November 20, 2006
    
    Incorporated by reference (33)10.23
    
    
    Construction and Revolving Term Loan
Supplement to the Master Loan
Agreement between Farm Credit Services
of America, FLCA and ABE Fairmont, LLC
entered into as of November 20, 2006
    
    Incorporated by reference (34)10.24
    
    
    Amendment to the Construction and Term
Loan Supplement to the Master Loan
Agreement between Farm Credit Services
of America, FLCA and ABE Fairmont, LLC
entered into as of November 20, 2006
    
    Incorporated by reference (35)10.25
    
    
    Amendment to the Construction and
Revolving Term Loan Supplement to the
Master Loan Agreement between Farm
Credit Services of America, FLCA and
ABE Fairmont, LLC entered into as of
November 20, 2006
    
    Incorporated by reference (36)10.26
    
    
    Administrative Agency Agreement among
Farm Credit Services of America, FLCA,
CoBank, ACB and ABE Fairmont, LLC
dated as of November 20, 2006
    
    Incorporated by reference (37)10.27
    
    
    By-Product Marketing Agreement between
Heartland Grain Fuels L.P. and
Dakotaland Feeds, LLC dated February
1, 2001*
    
    Incorporated by reference (38)10.28
    
    
    Grain Origination Agreement between
Heartland Grain Fuels, L.P. and South
Dakota Wheat Growers Association dated
November 8, 2006*
    
    Incorporated by reference (39)10.29
    
    
    Amendment to Grain Origination
Agreement dated as of October 1, 2007
between Heartland Grain Fuels, L.P.  and South Dakota Wheat Growers
Association
    
    Incorporated by reference (40)




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Method of Filing10.30
    
    
    Lump Sum Design-Build Agreement
between ABE Northfield, LLC and Fagen,
Inc. dated February 7, 2007, as
amended*
    
    Incorporated by reference (41)10.31
    
    
    Form of Change of Control Agreement
dated July , 2007 between Advanced
BioEnergy, LLC and each of Revis L.
Stephenson III and Richard Peterson+
    
    Incorporated by reference (42)10.32
    
    
    Restricted Unit Agreement dated July
31, 2007 between Advanced BioEnergy,
LLC and Peterson Holdings, Inc.+
    
    Incorporated by reference (43)10.33
    
    
    Amended and Restated Employment
Agreement with Perry C. Johnston dated
December 11, 2007+
    
    Incorporated by reference (44)10.34
    
    
    Registration Rights Agreement with
Ethanol Investment Partners, LLC dated
June 25, 2007+
    
    Incorporated by reference (45)10.35
    
    
    Investor Rights Agreement with South
Dakota Wheat Growers Association dated
as of November 7, 2006, as amended
    
    Incorporated by reference (46)10.36
    
    
    Advanced BioEnergy, LLC Promissory
Note dated October 5, 2007
    
    Incorporated by reference (47)10.37
    
    
    Senior Credit Agreement dated as of
October 1, 2007 among Heartland Grain
Fuels, L.P., the lenders referred to
therein and WestLB AG, New York
Branch, as Administrative Agent,
Collateral Agent, Issuing Bank, Lead
Arranger, Sole Bookrunner and
Syndication Agent
    
    Incorporated by reference (48)10.38
    
    
    Accounts Agreement dated as of October
1, 2007 among Heartland Grain Fuels,
L.P., Amarillo National Bank, as the
Accounts Bank and Securities
Intermediary, WestLB AG, New York
Branch, as Administrative Agent and
Collateral Agent, and Wells Fargo
Bank, National Association, as Trustee
of the Brown County, South Dakota
Subordinate Solid Waste Facilities
Revenue Bonds (Heartland Grain Fuels,
L.P. Ethanol Plant Project) Series
2008A, as the Second Lien Agent for
the Second Lien Claimholders
    
    Incorporated by reference (49)10.39
    
    
    Bond Trust Indenture dated as of
October 1, 2007 between Brown County,
South Dakota and Wells Fargo Bank,
National Association as Bond Trustee
    
    Incorporated by reference (50)10.40
    
    
    Loan Agreement dated as of October 1,
2007 between Heartland Grain Fuels,
L.P. and Brown County, South Dakota
    
    Incorporated by reference (51)10.41
    
    
    Membership Interest Pledge Agreement
dated as of October 17, 2007 entered
into by Advanced BioEnergy, LLC in
favor of PJC Capital, LLC
    
    Incorporated by reference (52)10.42
    
    
    Amendment to the Master Loan Agreement
entered into as of October 5, 2007
between Farm Credit Services of
America, FLCA and ABE Fairmont, LLC
    
    Incorporated by reference (53)10.43
    
    
    Statused Revolving Credit Supplement
to the Master Loan Agreement entered
into as of October 5, 2007 between
Farm Credit Services of America, FLCA
and ABE Fairmont, LLC
    
    Incorporated by reference (54)10.44
    
    
    Amendment to the Statused Revolving
Credit Supplement entered into as of
October 5, 2007 between Farm Credit
Services of America, FLCA and ABE
Fairmont, LLC
    
    Incorporated by reference (55)10.45
    
    
    Amendment to the Construction and Term
Loan Supplement entered into as of
October 5, 2007 between Farm Credit
Services of America, FLCA and ABE
Fairmont, LLC
    
    Incorporated by reference (56)




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Method of Filing10.46
    
    
    Change of Control Agreement between
Advanced BioEnergy, LLC and William
Paulson+
    
    Incorporated by reference (57)10.47
    
    
    Restricted Unit Agreement dated
December 27, 2007 between Advanced
BioEnergy, LLC and Perry Johnston+
    
    Incorporated by reference (58)10.48
    
    
    Master Amendment and Waiver Agreement
to the Senior Credit Agreement between
Heartland Grain Fuels, LP and the
lenders referred to therin and WestLB
AG, New York Branch, as Administrative
Agent, Collateral Agent, Issuing Bank,
Lead Arranger, sole Bookrunner and
Syndication Agent
    
    Incorporated by reference (59)10.49
    
    
    Ethanol Product Off-Take Agreement by
and among Heartland Grain Fuels, LP
and Conagra Trade Group, Inc.*
    
    Incorporated by reference (60)10.50
    
    
    Settlement Agreement and Release
between Advanced BioEnergy, LLC,
certain ABE Parties described therein,
Ethanol Investment Partners, LLC and
Clean Energy Capital, LLC
    
    Incorporated by reference (61)10.51
    
    
    Amendment to the Master Loan Agreement
effective as of December 24, 2008
between Farm Credit Services of
America, FLCA and ABE Fairmont, LLC
    
    Incorporated by reference (62)10.52
    
    
    Statused Revolving Credit Supplement
effective as of December 24, 2008
between Farm Credit Services of
America, FLCA and ABE Fairmont, LLC
    
    Incorporated by reference (63)10.53
    
    
    Revolving Credit Supplement, Letters
of Credit effective as of December 24,
2008 between Farm Credit Services of
America, FLCA and ABE Fairmont, LLC
    
    Incorporated by reference (64)10.54
    
    
    Construction and Revolving Term Loan
Supplement effective as of
December 24, 2008 between Farm Credit
Services of America, FLCA and ABE
Fairmont, LLC
    
    Incorporated by reference (65)10.55
    
    
    Construction and Term Loan Supplement
effective as of December 24, 2008
between Farm Credit Services of
America, FLCA and ABE Fairmont, LLC
    
    Incorporated by reference (66)10.56
    
    
    Forbearance Agreement effective
February 2, 2009 between Heartland
Grain Fuels, LP and WestLB as
Administrative Agent for the Lenders
    
    Incorporated by reference (67)10.57
    
    
    Forbearance Agreement effective June
1, 2009, between Advanced Bioenergy,
LLC and PJC Capital LLC
    
    Incorporated by reference (68)10.58
    
    
    Amendment to the Master Loan Agreement
effective as of May 12, 2009 between
Farm Credit Services of America, FLCA
and ABE Fairmont, LLC
    
    Incorporated by reference (69)10.59
    
    
    Amendment to the Construction and Term
Loan Supplement effective as of May
12, 2009 between Farm Credit Services
of America, FLCA and ABE Fairmont, LLC
    
    Incorporated by reference (70)10.60
    
    
    Subscription Agreement dated as of
August 21, 2009 between Advanced
BioEnergy, LLC and Hawkeye Holding,
LLC
    
    Incorporated by reference (71)10.61
    
    
    Side Letter dated as of August 21,
2009 executed by Advanced BioEnergy,
LLC in favor of Hawkeye Energy
Holdings, LLC
    
    Incorporated by reference (72)10.62
    
    
    Exclusive Ethanol Marketing Agreement
by and among Hawkeye Gold, LLC and ABE
Fairmont, LLC dated as of August 28,
2009
    
    Incorporated by reference (73)17.1
    
    
    Correspondence from Revis L.
Stephenson III to the Board of
Directors of the Company, dated
September 18, 2009
    
    Incorporated by reference (74)31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification
by Principal Executive Officer
    

Filed
herewith




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Method of Filing31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification
by Principal Financial and Accounting
Officer
    

Filed
herewith32
    
    
    Section 1350 Certifications
    


Filed
herewith
 
 *
    
    Material has been omitted pursuant to a request for confidential
treatment and these materials have been filed separately with the
SEC.+
    
    Management compensatory plan/arrangement.(1)
    
    Incorporated herein by reference to Exhibit 2.1 to the Registrants
Current Report on Form 8-K, filed on November 8, 2006 (File
No. 333-125335).(2)
    
    Incorporated herein by reference to Exhibit 2.2 to the Registrants
Current Report on Form 8-K, filed on November 8, 2006 (File
No. 333-125335).(3)
    
    Incorporated herein by reference to Exhibit 3.1 to the Registrants
Registration Statement on Form SB-2, filed on May 27, 2005 (File
No. 333-125335).(4)
    
    Incorporated herein by reference to Exhibit 3.1 to the Registrants
Current Report on Form 8-K, filed on September 24, 2009 (File No.
000-52421).(5)
    
    Incorporated herein by reference to Exhibit 4.1 to the Registrants
Registration Statement on Form SB-2, filed on May 27, 2005 (File
No. 333-125335).(6)
    
    Incorporated herein by reference to Exhibit 4.1 to the Registrants
Current Report on Form 8-K, filed on September 3, 2009 (File
No. 000-52421).(7)
    
    Incorporated herein by reference to Exhibit 4.2 to the Registrants
Current Report on Form 8-K, filed on September 3, 2009 (File
No. 000-52421).(8)
    
    Incorporated herein by reference to Exhibit 4.3 to the Registrants
Current Report on Form 8-K, filed on September 3, 2009 (File
No. 000-52421).(9)
    
    Incorporated herein by reference to Exhibit 4.4 to the Registrants
Current Report on Form 8-K, filed on September 3, 2009 (File
No. 000-52421).(10)
    
    Incorporated herein by reference to Exhibit 4.5 to the Registrants
Current Report on Form 8-K, filed on September 3, 2009 (File
No. 000-52421).(11)
    
    Incorporated herein by reference to Exhibit 4.6 to the Registrants
Current Report on Form 8-K, filed on September 3, 2009 (File
No. 000-52421).(12)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(13)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(14)
    
    Incorporated herein by reference to Exhibit 10.3 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(15)
    
    Incorporated herein by reference to Exhibit 10.4 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(16)
    
    Incorporated herein by reference to Exhibit 10.5 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(17)
    
    Incorporated by reference to Exhibit 10.6 to the Registrants
Registration Statement on Form SB-2 filed on September 13, 2006 (File
No. 333-137299).(18)
    
    Incorporated herein by reference to Exhibit 10.6 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(19)
    
    Incorporated herein by reference to Exhibit 10.7 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(20)
    
    Incorporated herein by reference to Exhibit 10.8 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(21)
    
    Incorporated herein by reference to Exhibit 10.10 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(22)
    
    Incorporated herein by reference to Exhibit 10.11 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(23)
    
    Incorporated herein by reference to Exhibit 10.12 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 15, 2006 (File
No. 333-125335).(24)
    
    Incorporated herein by reference to Exhibit 10.10 to the Registrants
Registration Statement on Form SB-2, filed on May 27, 2005 (File
No. 333-125335).(25)
    
    Incorporated herein by reference to Exhibit 10.19 to the Registrants
Post-Effective Amendment No. 1 to Registration Statement on
Form SB-2, filed on February 10, 2006 (File No. 333-125335).




---



##### Table of Contents



(26)
    
    Incorporated herein by reference to Exhibit 10.24 to the Registrants
Annual Report on Form 10-KSB, filed on December 29, 2006 (File
No. 333-125335).(27)
    
    Incorporated herein by reference to Exhibit 10 to the Registrants
Current Report on Form 8-K, filed on November 8, 2006 (File No.
333-125335).(28)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K, filed on December 17, 2007 (File
No. 000-52421).(29)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on November 7, 2006 (File
No. 333-125335).(30)
    
    Incorporated herein by reference to Exhibit 10.30 to the Registrants
Amendment No. 2 to Registration Statement on Form SB-2, filed on
December 20, 2006 (File No. 333-137299).(31)
    
    Incorporated herein by reference to Exhibit 10.31 to the Registrants
Amendment No. 2 to Registration Statement on Form SB-2, filed on
December 20, 2006 (File No. 333-137299).(32)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on November 29, 2006 (File
No. 333-125335).(33)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K, filed on November 29, 2006 (File
No. 333-125335).(34)
    
    Incorporated herein by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K, filed on November 29, 2006 (File
No. 333-125335).(35)
    
    Incorporated herein by reference to Exhibit 10.4 to the Registrants
Current Report on Form 8-K, filed on November 29, 2006 (File
No. 333-125335).(36)
    
    Incorporated herein by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K, filed on November 29, 2006 (File
No. 333-125335).(37)
    
    Incorporated herein by reference to Exhibit 10.6 to the Registrants
Current Report on Form 8-K, filed on November 28, 2006 (File
No. 333-125335).(38)
    
    Incorporated herein by reference to Exhibit 10.39 to the Registrants
Amendment No. 3 to Registration Statement on Form SB-2, filed on
February 7, 2007 (File No. 333-137299).(39)
    
    Incorporated herein by reference to Exhibit 10.40 to the Registrants
Amendment No. 3 to Registration Statement on Form SB-2, filed on
February 7, 2007 (File No. 333-137299).(40)
    
    Incorporated herein by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K, filed on October 15, 2007 (File
No. 000-52421).(41)
    
    Incorporated herein by reference to Exhibit 10.6 to the Registrants
Quarterly Report on Form 10-QSB, filed on August 14, 2007 (File
No. 000-52421).(42)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on August 6, 2007 (File No.
000-52421).(43)
    
    Incorporated herein by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K, filed on August 6, 2007 (File No.
000-52421).(44)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on December 17, 2007 (File
No. 000-52421).(45)
    
    Incorporated herein by reference to Exhibit 10.3 to the Registrants
Quarterly Report on Form 10-QSB, filed on August 14, 2007 (File
No. 000-52421).(46)
    
    Incorporated herein by reference to Exhibit 10.5 to the Registrants
Quarterly Report on Form 10-QSB, filed on August 14, 2007 (File
No. 000-52421).(47)
    
    Incorporated herein by reference to Exhibit 10 to the Registrants
Current Report on Form 8-K, filed on October 11, 2007 (File No.
000-52421).(48)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on October 15, 2007 (File
No. 000-52421).(49)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K, filed on October 15, 2007 (File
No. 000-52421).(50)
    
    Incorporated herein by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K, filed on October 15, 2007 (File
No. 000-52421).(51)
    
    Incorporated herein by reference to Exhibit 10.4 to the Registrants
Current Report on Form 8-K, filed on October 15, 2007 (File
No. 000-52421).(52)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on October 23, 2007 (File
No. 000-52421).(53)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K, filed on October 23, 2007 (File
No. 000-52421).




---



##### Table of Contents



(54)
    
    Incorporated herein by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K, filed on October 23, 2007 (File
No. 000-52421).(55)
    
    Incorporated herein by reference to Exhibit 10.4 to the Registrants
Current Report on Form 8-K, filed on October 23, 2007 (File
No. 000-52421).(56)
    
    Incorporated herein by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K, filed on October 23, 2007 (File
No. 000-52421).(57)
    
    Incorporated herein by reference to Exhibit 10.60 to the Registrants
Annual Report on Form 10-KSB, filed on December 31, 2007 (File
No. 000-52421).(58)
    
    Incorporated herein by reference to Exhibit 10.61 to the Registrants
Annual Report on Form 10-KSB, filed on December 31, 2007 (File
No. 000-52421).(59)
    
    Incorporated herein by reference to Exhibit 10 to the Registrants
Quarterly Report on Form 10-QSB, filed on May 12, 2008 (File
No. 000-52421).(60)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on June 5, 2008 (File No.
000-52421).(61)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on October 22, 2008 (File
No. 000-52421).(62)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on January 29, 2009 (File
No. 000-52421).(63)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K, filed on January 29, 2009 (File
No. 000-52421).(64)
    
    Incorporated herein by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K, filed on January 29, 2009 (File
No. 000-52421).(65)
    
    Incorporated herein by reference to Exhibit 10.4 to the Registrants
Current Report on Form 8-K, filed on January 29, 2009 (File
No. 000-52421).(66)
    
    Incorporated herein by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K, filed on January 29, 2009 (File
No. 000-52421).(67)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on February 9, 2009 (File
No. 000-52421).(68)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K, filed on June 5, 2009 (File
No. 000-52421).(69)
    
    Incorporated herein by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K, filed on June 5, 2009 (File
No. 000-52421).(70)
    
    Incorporated herein by reference to Exhibit 10.6 to the Registrants
Current Report on Form 8-K, filed on June 5, 2009 (File
No. 000-52421).(71)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on August 26, 2009 (File
No. 000-52421).(72)
    
    Incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K, filed on August 26, 2009 (File
No. 000-52421).(73)
    
    Incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on September 3, 2009 (File
No. 000-52421).(74)
    
    Incorporated herein by reference to Exhibit 17.1 to the Registrants
Current Report on Form 8-K, filed on September 24, 2009 (File
No. 000-52421).