EXHIBIT
10.9


FIRST
AMENDMENT TO PROJECT DEVELOPMENT AGREEMENT


BETWEEN


TENNESSEE
VALLEY AGRI-ENERGY LLC


AND


DELTA-T
CORPORATION


This First Amendment to Project Development Agreement (“Amendment”) is
entered into this 5th day of June, 2007 by and between Delta-T
Corporation (“DELTA-T”), and Tennessee Valley Agri-Energy, LLC (“Client”),
which parties may be referred to individually as a “Party” or jointly as the “Parties.”


WITNESSETH


WHEREAS,
Delta-T and Client executed a Project Development Agreement (“Agreement”) on July
28, 2006, and;


WHEREAS,
both Parties wish to amend the Agreement in accordance with Article 12.6.


NOW
THEREFORE, IN CONSIDERATION of the mutual terms and conditions of this
Agreement, Client and DELTA-T agree as follows:


1.             Article 1 of the Agreement is
supplemented as follows:


1.1          Basic Project
Development Services: 
DELTA-T shall:


* * *


1.1.8        Provide
a basic process engineering package suitable for estimating construction cost
by others.  (See Exhibit A attached to
this Amendment).


1.1.9        Support Client’s selected construction
partner in the preparation of a lump sum, fixed fee EPC price.


1.1.10      Provide to Client’s selected construction
partner a fixed fee for Engineering, Procurement and Technology Licensing as
defined by the Division of Responsibilities (to be determined).


2.             Article 3 of the Agreement is
deleted in its entirety and replaced with the following:













ARTICLE
3


COMPENSATION


3.1          Project
Development Services: 
For the services described in Section 1.1 above of the Agreement and as
supplemented herein, Client shall pay DELTA-T a fee equal to $825,000.00.  Client has previously paid DELTA-T $75,000.00
of such fee.  Client shall pay to DELTA-T
$525,000.00 within ten (10) days of signing this Agreement and the remaining $225,000.00
shall be paid to DELTA-T within ten (10) days of completion of the basic
process engineering package (see Exhibit A attached to this Amendment).


3.2          Travel
and Related Expenses: 
Client shall bear the cost of all reasonable travel, room and board and
related expenses incurred in connection with providing on site services to the
extent provided under Article 1 above, with reimbursement based on actual
costs.  Client shall pay DELTA-T’s
reasonable costs incurred in connection with all other such expenses incurred with
Client’s prior consent, except that DELTA-T will be responsible for one site
visit by one person without charge to Client.


3.3          Late
Payment Penalty: 
Client shall pay DELTA-T a late charge at the lesser of 1% per month or
the highest amount permitted by applicable law on all payments past due.


3.             Article 6 of the Agreement is
supplemented as follows:


f.                                         The
one-time technology license fee for the Plant shall be $2.2 million payable by
Client to DELTA-T, with 50% payable within ten (10) days of signing the License
Agreement, 30% payable at mechanical completion, and the remaining 20% upon
completion of the performance test.  The
above quoted fee is subject to change if a definitive EPC or EPT Agreement is
not executed within six (6) months of this Amendment.


4.             Article 7 of the Agreement is
deleted in its entirety and replaced with the following:


EPC
CONTRACTOR FOR THE PLANT


Client may investigate
entering into an Engineering, Procurement, and Construction Agreement for the
construction of the entire Plan (“EPC Agreement”) with parties other than
DELTA-T provided the parties are not competitors of DELTA-T as defined in
Exhibit B attached to this Amendment. 
Client has selected Panattoni Construction, Inc. as its EPC contractor
for the Plant.  In the event that Client
does not execute a final EPC Agreement for the construction of the Plant with
Panattoni Construction, Inc., Client and DELTA-T shall mutually agree on the
EPC contractor, agreement not to be unreasonably withheld.


5.             All other terms of the Agreement
remain in full force and effect.



 2
 









DELTA-T CORPORATION


Confidential
Information


IN WITNESS whereof the Parties have
executed this Amendment by their authorized representatives as of the date
first written above.


	
  DELTA-T CORPORATION

  	
   

  	
  TENNESSEE VALLEY AGRI-ENERGY LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /S/ Mark A. Shmorhun

  	
   

  	
  By:

  	
    /S/ Bartt R. McCormack

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed 

  Name

  	
    Mark A. Shmorhun

  	
   

  	
  Printed 

  Name:

  	
    Bartt R. McCormack

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
    VP Project Development

  	
   

  	
  Title:

  	
    Chairman/President

  
							



 



 3
 









EXHIBIT
A


SCHEDULE
A


DESIGN
PACKAGE


	
  VOLUME 1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION A

  	
   

  	
  SYSTEM DESIGN SPECIFICATION

  
	
   

  	
   

  	
   

  
	
  SECTION B

  	
   

  	
  TECHNICAL SPECIFICATIONS

  
	
   

  	
   

  	
  1000 Piping

  
	
   

  	
   

  	
  1300 DDGS Handling, Storage & Loadout

  
	
   

  	
   

  	
  1400 DDGS Dryer

  
	
   

  	
   

  	
  1500 Grain Handling and Milling

  
	
   

  	
   

  	
  2000 Shell and Tube Heat Exchangers

  
	
   

  	
   

  	
  2100 Plate and Frame Heat Exchangers

  
	
   

  	
   

  	
  2200 Centrifugal Chillers

  
	
   

  	
   

  	
  2300 Package Boiler

  
	
   

  	
   

  	
  2400 Regenerative Thermal Oxidizer

  
	
   

  	
   

  	
  2600 Cooling Tower

  
	
   

  	
   

  	
  3000 Centrifugal Pumps

  
	
   

  	
   

  	
  3100 Metering Pumps

  
	
   

  	
   

  	
  3300 Air Compressors

  
	
   

  	
   

  	
  3400 Agitators

  
	
   

  	
   

  	
  3500 Low Voltage Electric Motors

  
	
   

  	
   

  	
  3600 Med. Voltage Electric Motors

  
	
   

  	
   

  	
  3700 Decanter Centrifuge

  
	
   

  	
   

  	
  4000 Field Fabricated Tanks

  
	
   

  	
   

  	
  4100 Shop Fabricated Tanks

  
	
   

  	
   

  	
  4200 HDPE Shop Fabricated Tanks

  
	
   

  	
   

  	
  5000 Columns and Pressure Vessels

  
	
   

  	
   

  	
  5100 Column Internals

  
	
   

  	
   

  	
  5200 Column Internal Installation

  
	
   

  	
   

  	
  6100 Instrumentation

  
	
   

  	
   

  	
  6200 Control Valves

  
	
   

  	
   

  	
  6300 Manual Valves

  
	
   

  	
   

  	
  7000 Equipment Installation

  
	
   

  	
   

  	
  7100 Electrical/Instrument Installation

  
	
   

  	
   

  	
  8000 Plant Control Narrative

  
	
   

  	
   

  	
  9000 Fire Protection

  
	
   

  	
   

  	
   

  
	
  SECTION C

  	
   

  	
  EQUIPMENT DATA SHEETS

  
	
   

  	
   

  	
  1.      Agitators

  
	
   

  	
   

  	
  2.      Air Compressors

  
	
   

  	
   

  	
  3.      Boilers

  
	
   

  	
   

  	
  4.      Centrifuges

  
	
   

  	
   

  	
  5.      Chillers

  



 



 4
 









 


	
  

  	
   

  	
  6.      Column Internals

  
	
   

  	
   

  	
  7.      Columns & Pressure Vessels

  
	
   

  	
   

  	
  8.      Cooling Tower

  
	
   

  	
   

  	
  9.      Desiccant and Ballast

  
	
   

  	
   

  	
  10.  Filters

  
	
   

  	
   

  	
  11.  Heat Exchangers (P&F)

  
	
   

  	
   

  	
  12.  Heat Exchangers (S&T)

  
	
   

  	
   

  	
  13.  Pumps

  
	
   

  	
   

  	
  14.  Tanks

  
	
   

  	
   

  	
  15.  Regenerative Thermal Oxidizer

  
	
   

  	
   

  	
   

  
	
  VOLUME 2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION D

  	
   

  	
  LISTS

  
	
   

  	
   

  	
  1.      Line List

  
	
   

  	
   

  	
  2.      Instrument List

  
	
   

  	
   

  	
  3.      Valve List

  
	
   

  	
   

  	
  4.      Equipment List

  
	
   

  	
   

  	
  5.      Motor List

  
	
   

  	
   

  	
  6.      Document List

  
	
   

  	
   

  	
   

  
	
  VOLUME 3

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION E

  	
   

  	
  P&IDS

  
	
   

  	
   

  	
   

  
	
  SECTION F

  	
   

  	
  PROCESS EQUIPMENT DRAWINGS

  
	
   

  	
   

  	
  1.      Classifier Strainer

  
	
   

  	
   

  	
  2.      Columns and Pressure Vessels

  
	
   

  	
   

  	
  3.      Heat Exchangers (Shell and Tube)

  
	
   

  	
   

  	
  4.      Tanks

  
	
   

  	
   

  	
  5.      Mix Tank Plug Auger

  
	
   

  	
   

  	
   

  
	
  SECTION G

  	
   

  	
  GENERAL ARRANGEMENT DRAWINGS

  
	
   

  	
   

  	
  1.      Fermentation

  
	
   

  	
   

  	
  2.      Main Process Building

  
	
   

  	
   

  	
  3.      Distillation and Dehydration

  
	
   

  	
   

  	
  4.      Evaporation

  
	
   

  	
   

  	
  5.      Boiler

  
	
   

  	
   

  	
   

  
	
  SECTION H

  	
   

  	
  ELECTRICAL SINGLE LINE DIAGRAMS

  



 



 5
 









EXHIBIT
B


COMPETITORS
OF DELTA-T


	
  4B Components 

  East Peoria, Illinois

  	
   

  	
  Magnin-Interis 

  Charmes, France

  
	
   

  	
   

  	
   

  
	
  Abengoa BioEnergy 

  Sevilla, Spain

  	
   

  	
  Katzen
  International, Inc. 

  Cincinnati, Ohio

  
	
   

  	
   

  	
   

  
	
  Agrol Biotechnologies Ltd. 

  Guildford, Surrey Canada

  	
   

  	
  Lurgi PSI Inc. 

  Memphis, TN

  
	
   

  	
   

  	
   

  
	
  Ambitech Engineering Corporation 

  Downers Grove, Illinois

  	
   

  	
  Merrick &
  Company 

  Aurora, Colorado

  
	
   

  	
   

  	
   

  
	
  AMG Engineering 

  Cincinnati, Ohio

  	
   

  	
  Praj Industries 

  Pune, India

  
	
   

  	
   

  	
   

  
	
  Bio-Process Innovation 

  West Lafayette, Indiana

  	
   

  	
  Process Plus,
  LLC 

  Cincinnati, Ohio

  
	
   

  	
   

  	
   

  
	
  Bio-Renewable Group 

  Omaha, Nebraska

  	
   

  	
  Raphael Katzen
  Associates International 

  Cincinnati, Ohio

  
	
   

  	
   

  	
   

  
	
  Broin & Associates, Inc. 

  Aberdeen, South Dakota

  	
   

  	
  Ro-Tech
  Incorporated 

  Louisville, Kentucky

  
	
   

  	
   

  	
   

  
	
  Burns & McDonnell 

  Kansas City, Missouri

  	
   

  	
  SNC-Lavalin
  Group 

  Toronto, Canada

  
	
   

  	
   

  	
   

  
	
  Chematur Engineering & Weatherly 

  Engineering Atlanta, Georgia

  	
   

  	
  Southeastern
  Energy Development, Inc. 

  Brooklyn, NY 

  (Alliance with Pure Vision Technology)

  
	
   

  	
   

  	
   

  
	
  Dick Engineering Inc. 

  Toronto, Ontario, Canada

  	
   

  	
  Technip 

  Cedex, France

  
	
   

  	
   

  	
   

  
	
  MECS, Inc. 

  St. Louis, Missouri

  	
   

  	
  Vogelbusch USA,
  Inc. 

  Houston, TX (and its parent Vogelbusch-Austria)

  
	
   

  	
   

  	
   

  
	
  Fagen, Inc. 

  Granite Falls, Nebraska

  	
   

  	
  Wave Zeal Ltd. 

  Winnepeg, Manitoba CANADA

  
	
   

  	
   

  	
   

  
	
  Harris Group Inc

  Seattle, WA

  	
   

  	
  Washington Group
  International 

  Boise, Idaho

  
	
   

  	
   

  	
   

  
	
  ICM, Inc. 

  Colwich, KS

  	
   

  	
  Any individual, group or company that performs, on
  the date of the License or during its term, (a) consulting or engineering
  related to the design of alcohol process technology and/or (b) design/build
  services for existing and prospective alcohol plants.

  



 



 6