EXHIBIT 10.17


Note: The appearance of “[***]”
in this exhibit indicates material which has been omitted pursuant to a request
for confidential treatment under Rule 406 under the Securities Act. The omitted
material has been filed separately with the Securities and Exchange Commission.


MEMORANDUM OF UNDERSTANDING


THIS MEMORANDUM OF UNDERSTANDING is made as of the      
day of May, 2007 by and between The Scoular Company, a Nebraska corporation (“Scoular”), and Tennessee Valley Agri-Energy, LLC, a Delaware
limited liability company (“TVAE”).


W I T N E S S E T H :


WHEREAS, TVAE is in the process of finalizing
development, financial and operational plans for an approximately 50,000,000
gallon nameplate capacity ethanol production facility to be constructed in Barton,
Alabama (including any future expansions, the “Facility”);


WHEREAS, Scoular is regularly engaged in the business
of providing feedgrain origination and supply, distillers grains marketing and
commodity price risk management services (collectively, the “Services”) throughout North America;


WHEREAS, TVAE desires Scoular’s commitment to provide
Services in order to proceed with final Facility plans and Scoular is willing
to give TVAE such commitment on the terms and conditions contained in this
Memorandum of Understanding;


NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the parties hereby agree as follows:


1.                                      EFFECT
OF THIS MEMORANDUM OF UNDERSTANDING. 
The parties intend for this Memorandum of Understanding to be effective
and binding on them as of the date first written above.  However, the parties acknowledge that there
are additional terms and conditions that will need to be incorporated into
definitive agreements with respect to the Services (the “Definitive
Agreements”) to be executed by them before Services are actually
delivered by Scoular.  Both parties agree
to commence negotiation of the Definitive Agreements promptly with the
objective of executing the Definitive Agreements in a timely manner.


2.                                      DEFINITIVE
AGREEMENTS.  The parties intend to
negotiate a separate Definitive Agreement for each of grain supply services
(the “Grain Supply Definitive Agreement”),
distillers grains marketing services (the “Distillers Grains Services
Definitive Agreement”) and commodity price risk management services
(the “Risk Management Services Definitive Agreement”).


3.                                      FEEDGRAIN
SERVICES.  The Grain Supply
Definitive Agreement will contain the terms set forth in this paragraph 3 and
paragraphs 6 and 7 herein and such additional terms, conditions and provisions
as are mutually agreed between the parties and as are customarily applicable to
similar relationships involving companies in the relative industry.



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A.                                    Exclusive
Requirements Agreement.  TVAE will
purchase from Scoular, and Scoular will sell and apply to TVAE, 100% of TVAE’s
feedgrain requirements for ethanol production at the Facility.  Scoular will be the exclusive supplier of
feedgrains for ethanol production at the Facility and TVAE will not, either
itself or through any other party, originate or purchase any feedgrains for
ethanol production at the Facility during the term of the Grain Supply
Definitive Agreement.  However, if
Scoular is unable by reason of force majeure, or fails to supply such
feedgrains in breach of its obligations under the Grain Supply Definitive
Agreement, in either event resulting in the reasonably likely inability of the
Facility to produce ethanol, TVAE will be permitted to originate and purchase
feedgrains for ethanol production at the Facility for so long such inability of
or failure by Scoular continues.


B.                                    Purchases
and Sales of Feedgrains.  All
truck-delivered feedgrains sold by Scoular to TVAE will be on a
delivered-Facility basis, Facility weights and grades to govern, with price, quantity
and shipment period as mutually agreed. 
All rail-delivered feedgrains sold by Scoular to TVAE will be on a
F.O.B. origin basis, first official weights and grades to govern, with price,
quantity and shipment period as mutually agreed.  All barge-delivered feedgrains sold by
Scoular to TVAE will be on a F.O.B. origin basis, origin grades and Facility
weights to govern.  Scoular will have
daily offers for the sale of feedgrains to TVAE for the desired quantity and
shipment period.  TVAE may accept such
offers as and when it determines in its sole discretion.  However, TVAE will not be relieved of its obligation
to procure its requirements for feedgrains at the Facility by rejecting Scoular
offers.  Without limiting the foregoing,
(i) Scoular is obligated to have daily offers only for shipment periods that
are being offered by commercial interests in relevant cash markets and (ii)
with the exception of minimal and occasional spot purchases needed to provide
for a matching of feedgrains supplied to and consumed by the Facility, TVAE
will purchase its requirements for feedgrains at least forty five (45) days
prior to the first day of the applicable shipment period.  Scoular will be solely responsible for all
feedgrain supplier contact, price negotiation, purchasing, scheduling and settlement.


C.                                    Contracts.  Oral offer and acceptance will create a
binding contract between Scoular and TVAE for the purchase and sale of
feedgrains for the Facility.  All sales
of feedgrains to TVAE will be evidenced solely by a sale confirmation issued in
writing by Scoular and provided to TVAE in accordance with the Grain Trade
Rules of the National Grain and Feed Association (the “Trade Rules” and the “NGFA”, respectively).  Such confirmation will specify the shipment
period for such feedgrains, and will specify and govern the particulars of such
sale with respect to the quantity and quality of such feedgrains, the price
therefor and such other information as the parties may agree to include.  In addition, such confirmation will be deemed
to incorporate the Trade Rules and the NGFA’s Arbitration Rules.


D.                                    Freight
and Logistics.  Scoular will be
responsible for and will manage the logistics and related operations in
connection with the origination of feedgrains for the Facility, including
arranging all freight service for delivery of feedgrains to the Facility.  Without limiting the foregoing, any
agreements entered into with respect to any rail freight service will be in
Scoular’s name alone and TVAE will not be a party to or third party beneficiary
of any such agreements.  TVAE will
coordinate all logistics with Scoular, including with respect to all shipments
to and from the Facility.  Each party
will promptly communicate to the other all information regarding inbound and
outbound shipments.  TVAE will promptly
weigh and grade, 



 2
 









as applicable, and unload all feedgrains delivered to the Facility,
including unloading rail-delivered feedgrains so as to ensure payment of all
possible destination efficiency payments by the rail service provider.  In accordance with the Trade Rules, TVAE will
notify Scoular if any feedgrains fail to meet the applicable specifications and
the parties will agree upon discounts or other resolution with respect to such
feedgrains.  However, TVAE will not be obligated
to unload into the Facility any such feedgrains that it reasonably believes
would be deleterious to its ethanol production process.  Title to and risk of loss with respect to all
truck-delivered feedgrains will transfer to TVAE upon unloading of the same at
the Facility’s grain storage facility. 
Title to and risk of loss with respect to all feedgrains delivered to
the Facility by rail and barge will transfer to TVAE upon TVAE’s receipt of
applicable shipping documents.  The
parties will establish appropriate electronic communication links to facilitate
the transfer and sharing of feedgrain grade, weight and other unload and
settlement-related information.


E.                                      The
Facility and Personnel.  TVAE will
ensure the timely, proper and safe completion of all operational needs of the
Facility, including maintaining the Facility’s grain storage capacity in
sufficient repair.  The Facility will
have the feedgrains storage capacity sufficient for at least three (3) weeks’
worth of grind and will meet the facility and operational requirements of the
rail service provider for shuttle train destinations.  TVAE will maintain a certified truck scale
and a certified scale for weighing barge delivered feedgrains at the Facility
and will supply sufficient personnel to receive and unload feedgrains in a
timely manner.


F.                                      Fee
and Payment.  TVAE will pay to
Scoular the sum of the agreed-upon feedgrain price as evidenced by the
applicable sale confirmation plus an origination fee of $[***] per bushel.  Upon TVAE’s receipt of shipping documents for
rail or barge-delivered feedgrains, TVAE will pay to Scoular [***]% or [***]%,
respectively, of the agreed-upon feedgrain price as evidenced by the applicable
sale confirmation, plus the origination fee. 
On each first business day of each week, Scoular will provide TVAE with
an invoice setting forth the total amount due to Scoular for all feedgrains
delivered by truck to the Facility over the course of the immediately preceding
seven (7) days as well as the net settlement amount due for all feedgrains
delivered by rail and barge during such period. 
Such feedgrains will be applied against the undelivered balance on any
open sale contract for a prior shipment period or, if none, then against the oldest
open sale contract for the shipment period in which such delivery takes
place.  However, no feedgrains delivered
to the Facility will be applied against a sale contract that has not been
priced by agreement of the parties.  TVAE
will pay Scoular invoices by wire transfer no later than Noon EST on the first
business day following TVAE’s receipt thereof.


G.                                    Financial
Disclosures.  Each party will
disclose to the other, at appropriate intervals such financial information as
may be reasonable in the context of that party’s obligations under the Grain
Supply Definitive Agreement and the need to give ongoing, reasonable assurance
of the financial capacity to perform the same.


4.                                      DISTILLERS
GRAINS MARKETING SERVICES.  The
Distillers Grains Services Definitive Agreement will contain the terms set forth
in this paragraph 4 and paragraphs 6 and 7 herein and such additional terms,
conditions and provisions as are mutually agreed between the parties and as are
customarily applicable to similar relationships involving companies in the
relative industry.



 3
 









A.                                    Exclusive
Marketing Agreement.  TVAE will sell
to Scoular, and Scoular will purchase and market, 100% of TVAE’s production of
distillers grains at the Facility (the “DG”).  Scoular will be the exclusive marketer of DG
and TVAE will not, either itself or through any other party, market any DG
during the term of the Distillers Grains Services Definitive Agreement.  However, if Scoular is unable by reason of
force majeure, or fails to purchase or market DG in breach of its obligations
under the Distillers Grains Services Definitive Agreement, in either event
resulting in the reasonably likely inability of the Facility to produce
ethanol, TVAE will be permitted to market and sell DG for so long such
inability of or failure by Scoular continues.


B.                                    Monthly
Production Schedule.  TVAE will keep
Scoular up to date on the date which TVAE expects to make the first delivery of
DG to Scoular (the “Projected First Delivery
Date”).  At least six months
prior to the Projected First Delivery Date and thereafter on the first business
day of each calendar month, TVAE will provide to Scoular written notice of the
anticipated output of DG (the “Monthly
Production Schedule”), including (i) daily production, by type of
DG, for the current calendar month, (ii) weekly production, by type of DG, for
the next succeeding two calendar months and (iii) the operating schedule for
the Facility, including any dates on which the Facility will operate at reduced
capacity or be closed entirely.  As often
as necessary or appropriate, and as promptly as possible, TVAE will provide to
Scoular written notice of any changes to the most current Monthly Production
Schedule in either the anticipated or scheduled DG output or in the operating
schedule of the Facility.  In limitation
of the foregoing, TVAE and Scoular will discuss and agree upon the maximum
amount of wet DG to be produced by the Facility and marketed by Scoular over
the relevant time periods.


C.                                    Marketing
Plan.  Not later than sixty (60)
calendar days prior to the Projected First Delivery Date, TVAE will provide to
Scoular its risk management objectives relative to the production and sale of
DG and the quantities and types of DG TVAE plans to produce at the Facility for
the ensuing twelve month period.  Scoular
will provide to TVAE its plans for marketing DG to the extent not covered by
the risk management objectives and will advise TVAE with respect to the
feasibility of marketing the DG in accordance with such risk management
objectives.  The parties will negotiate
with respect to any changes that are required to formulate a marketing plan
based on TVAE’s risk management objectives, Scoular’s assessment of such
objectives and Scoular’s marketing plans with respect to DG not covered by such
risk management objectives (the “Marketing
Plan”), and will use commercially reasonable efforts to come to an
agreement with respect to the Marketing Plan not later than the projected first
date of delivery of DG.  Thereafter, TVAE
and Scoular will maintain the Marketing Plan so that it covers a rolling twelve
month-period, will consult regularly with respect to the Marketing Plan, and
will update the Marketing Plan from time to time or at any time as necessary or
appropriate.  In no event will Scoular be
obligated, whether pursuant to the Marketing Plan or otherwise, to sell DG (i)
to any customer whose creditworthiness is not, in Scoular’s reasonable
commercial judgment, acceptable (or that does not otherwise have sufficient
credit support in connection with its purchase obligations), (ii) on terms that
impose, in Scoular’s reasonable commercial judgment, commercially unreasonable
execution risk on Scoular, or (iii) on terms that are not, in Scoular’s
reasonable commercial judgment, standard in the industry or create undue
performance risk.



 4
 









D.                                    DG
Specifications.  At least six (6)
months prior to the Projected First Delivery Date, TVAE will provide written
notice to Scoular of the anticipated specifications for each type of DG to be
produced by the Facility as of the Projected First Delivery Date.  TVAE and Scoular will then discuss and agree
upon such specifications by no later than two (2) months prior to the Projected
First Delivery Date.  Thereafter, each
and every time TVAE determines that an adjustment to the DG specifications is
necessary or otherwise desires such an adjustment, TVAE and Scoular will
discuss and agree upon the new DG specifications.  If any DG fails to conform to agreed upon
specifications when delivered to Scoular, Scoular may, in its sole discretion,
(i) reject such DG and require TVAE to promptly replace such non-conforming DG
with DG that conforms to the agreed upon specifications, or (ii) accept the DG
for marketing and, if appropriate, adjust the price to reflect the inferior
quality based upon mutually agreeable discounts.  If Scoular rejects any non-conforming DG,
Scoular will use commercially reasonable efforts to assist TVAE in identifying
a use or market for the non-conforming DG at TVAE’s cost and expense.


E.                                      Purchase
Contracts.  Oral offer and acceptance
will create a binding contract between Scoular and TVAE for the purchase and
sale of DG.  Each sale of DG by TVAE to
Scoular will be evidenced solely by a separate purchase confirmation issued in
writing by Scoular to TVAE in accordance with the applicable Trade Rules (such written
confirmation, including any amendment thereto, a “Purchase Contract”). 
Each Purchase Contract will correspond to a sales contract issued by
Scoular to its customer.  However, in the
event the sales contract is amended in any respect relevant to the
corresponding Purchase Contract, the Purchase Contract will be deemed to be
amended on the same terms upon issuance by Scoular to TVAE of a copy of such
amendment.  In addition, each Purchase
Contract will be deemed to incorporate the Trade Rules and NGFA’s Arbitration
Rules.  The purchase price for all DG
will be its F.O.B. Facility Price (as defined below).  The quantity of DG delivered to Scoular under
any Purchase Contract will be established by (i) the case of truck shipments,
weight tickets obtained from TVAE’s certified scales (or from such other scales
as the parties mutually agree) or (ii) in the case of rail shipments, the first
official railroad weights.


F.                                      F.O.B.
Facility Price.  The “F.O.B. Facility Price” is equal to the
price for DG that Scoular invoices its customers, net of charges imposed by
third parties for the off-loading, movement, transloading and storage of DG,
including taxes, tonnage taxes, hard-to-unload truck or railcar charges,
railcar operating and maintenance expenses, premiums for railcar insurance,
fuel surcharges, storage charges, demurrage charges, product shrinkage,
detention charges, switching and weighing charges, and freight charges
associated with transporting DG from the Facility to its destinations set forth
in Scoular’s sales contracts with its customers, in each case without mark-up
or charge for Scoular’s administrative costs.


G.                                    Storage.  TVAE will provide at no cost to Scoular
storage at the Facility for not less than the amount of DG that can be produced
by the Facility in ten days at full production.


H.                                    Logistics
and Transportation.  Scoular will (i)
determine the method of transporting DG from the Facility to third parties,
(ii) be solely responsible for securing and maintaining all agreements
necessary to transport DG from the Facility, (iii) perform the logistics
functions for TVAE for any railcars, trucks or equipment used to transport DG,
and (iv) except as may be otherwise provided in the Distillers Grain Services
Definitive Agreement, bear all 



 5
 









sales, marketing, logistics, management and collection costs after DG
title and risk of loss passes to Scoular. 
However, TVAE will provide all labor and services associated with the
storing, handling and loading out DG at the Facility, including inspecting the
railcars, trucks or other equipment for suitability to transport DG and
obtaining loaded-out DG certified weights. 
DG title and risk of loss will transfer to Scoular upon loading into
railcars to trucks at the Facility.


I.                                         Payment;
Marketing Fee.  Scoular will provide
to TVAE a weekly report that details all shipments of DG delivered to Scoular
at the Facility during the preceding week. 
Scoular will pay TVAE within fourteen days of the date of such report
for all DG detailed in such report at the rate of [***]% of its F.O.B. Facility Price, with Scoular being
entitled to retain as its marketing fee the remaining [***]%. 
If non-conforming DG is sold, Scoular will be entitled to retain as its
marketing fee [***]% of the F.O.B.
Facility Price (and in no event less than $[***]
per ton) and for any non-conforming DG that is not sold, TVAE will pay to
Scoular a handling fee of $[***]
per ton.


5.                                      RISK
MANAGEMENT SERVICES.  The Risk
Management Services Definitive Agreement will contain the terms set forth in
this paragraph 5 and paragraphs 6 and 7 herein and such additional terms,
conditions and provisions as are mutually agreed between the parties and as are
customarily applicable to similar relationships involving companies in the
relative industry.


A.                                    Policy
Development.  Scoular will serve as a
resource to TVAE in support of TVAE’s development, adoption and maintenance of
a crush margin risk management policy for the Facility (the “Policy”) that will address (i) position
limits for grain, natural gas, ethanol, alternative energy products and
distillers grains and other Facility coproducts (“Commodities”), including overall position as well as flat
price, spread, option and other positions; (ii) permissible uses of cash
contracts (“Cash Contracts”),
exchange traded futures and options contracts (“Exchange-Traded Instruments”), and over-the-counter swaps and
options (“OTC Instruments”;
collectively with Exchange-Traded Instruments, “Instruments”; and Instruments collectively with Cash
Contracts, “Risk Management Tools”)
to manage the risks associated with procuring grain and natural gas for the
Facility and selling its ethanol and coproducts; (iii) overall risk profile to
be achieved through the use of comprehensive strategies (“Strategies”) built from Risk Management Tools;
(iv) personnel with authority to bind Producer in respect of any Risk
Management Tools, and (v) reporting protocols.


B.                                    Advisory
Services.  Scoular will provide
information, advice and recommendations to TVAE with respect to the development
and implementation of the Policy and the development and execution of the
Strategies to assist TVAE in achieving its business objectives with respect to
managing the crush margin for the Facility. 
The advisory services will include (i) providing information with respect
to Commodities in support of TVAE’s budget development, crush margin
forecasting, and other planning and processes forecasts for the Facility, (ii)
assistance in development of a customized model for the Facility that will
calculate gross crush margins, (iii) providing monthly recaps of the applicable
markets for the Commodities, (iv) providing quarterly reviews (or more
frequently as necessary) of domestic and international supply and demand for
the Commodities, (v) providing quarterly presentations to TVAE’s personnel or
agents concerning quarterly market outlook information for the 



 6
 









Commodities, and (vi) providing other information, advice and
recommendations as reasonably requested by TVAE with respect to the Policy and
Strategies.


C.                                    Integration
with Service
Providers.  Scoular
will provide information, advice and recommendations to assist TVAE in the
integration of the Policy with TVAE’s practices with respect to the procurement
of grain and natural gas for the Facility and marketing of its ethanol and
coproducts.  However, the parties
acknowledge that it is not their
intent that Scoular make any decisions for or on behalf of TVAE with respect to
procurement of grain or natural gas, or with respect to marketing of the
Facility’s ethanol or coproducts. 
Without limiting the foregoing, Scoular will provide information, advice and recommendations reasonably
requested by TVAE within the
scope of Scoular’s obligations under the Risk Management Services Definitive
Agreement.


D.                                    Position
Information.  Scoular’s ability to
provide optimal levels of risk management Services will be dependant on TVAE
promptly providing information to Scoular with respect to the Facility to
assist Scoular in providing such Services, including (i) TVAE’s positions in
the Commodities, Exchange-Traded Instruments and OTC Instruments; (ii) the Risk Management Tools entered
into the  immediately preceding day;
(iii) a copy of each position statement
issued by any of TVAE’s broker(s); (iv) TVAE’s grain and natural gas
requirements; (v) TVAE’s ethanol and coproducts sales commitments and
anticipated production schedule; (vi) TVAE’s strategies and business objectives
for the management of each of its positions;
(vii) any actual or proposed amendments or other changes to the Policy; and (viii)
any additional information reasonably requested by Scoular in support of such Services.  TVAE will provide
position information to Scoular on a daily basis and other information at times
and intervals as agreed between TVAE and Scoular from time to time.


E.                                      OTC Instruments by
and Between the Parties.  Each
party may but will not be obligated to enter into OTC Instruments with the other party.  Prior to entering into any over-the-counter
transaction with Scoular.  TVAE will
enter into an OTC Trading Agreement with Scoular in the form provided by
Scoular and will execute a Risk Disclosure Statement in the form provided by
Scoular.


F.                                      No
Fiduciary Duty; Independent Advice. 
Under no circumstances will Scoular be acting as a fiduciary with
respect to the TVAE.  In addition, TVAE
will obtain, or will
independently decide not to obtain, independent advice in respect of the legal,
tax and financial implications of Risk Management Tools it elects to employ.


G.                                    Fees
and Costs.  Beginning
as of December 2008, or earlier if and as of the date TVAE requests services
under the Risk Management Services Definitive Agreement, TVAE will pay Scoular a monthly service fee of $[***] (the “Service Fee”).  The
amount of the monthly Service Fee will be prorated for any partial month.  In addition, TVAE is responsible for and will
pay all fees and all commissions associated with implementing the Policy,
including but not limited to all margins, futures commissions, all option
premiums and commissions, all over-the-counter
premiums and commissions, and all other commissions and fees due to any futures
commission merchant, professional advisor or others that may provide services
to TVAE in connection with any Risk Management Tools or Strategies.



 7
 









6.                                      TERM
OF DEFINITIVE AGREEMENTS.  The term
of each Definitive Agreement will be for a period of five years from the date
of Facility start-up.


7.                                      ASSIGNABILITY.  TVAE will be able to assign its rights, duties and obligations under each Definitive Agreement to its Facility financing
lender(s) without Scoular’s consent.  Either party will be able to assign or
otherwise transfer by operation
of law its rights, duties and obligations under each Definitive
Agreement to any of its affiliates upon notice to and consent of the other party, such consent not to be
unreasonable withheld or denied.


8.                                      DUE
DILIGENCE.  In the process of
negotiating and completing the Definitive
Agreements, each party agrees to cooperate with reasonable due diligence requests of
the other.  Such request may include, without
limitation, the following:


·                                          Facility design specifications applicable to feed
grain operations;


·                                          Facility
financing;


·                                          operations
management plans;


·                                          governance plans;


·                                          corporate credit review;


·                                          bankers
references;


·                                          accounting systems and procedures;


·                                          Facility Inspections.


9.                                      TERM
OF MEMORANDUM OF UNDERSTANDING.  The parties enter into this Memorandum of Understanding
with an expectation that the
Facility will become operational
not later than June 1, 2009.  If the Facility is not under construction
and making substantial
progress toward completion by January 1, 2009, then Scoular
thereafter has the right, effective immediately upon written notice and without liability to TVAE, to terminate this Memorandum of
Understanding and all negotiations toward the Definitive Agreements.


10.                               CONFIDENTIALITY.  This Memorandum of Understanding,
and its terms, contents and
existence are “Confidential Information”
for purposes of that certain Confidentiality Agreement dated February 13, 2007 between
Scoular and TVAE.


11.                               EXCLUSIVE NEGOTIATION. 
For the period continuing from the date of this Memorandum of
Understanding through June 1, 2009 (the “Standstill Period”),
Scoular will have exclusive negotiating rights with respect providing Services to the Facility.  During
the Standstill Period, TVAE will
not, and will cause its
officers, directors, members, related parties,
employees, representatives and agents not to (a) initiate, solicit, assist or
encourage, directly or
indirectly, or conduct or participate in
any negotiations or discussions (including
by way of providing information)
with respect to any inquiry, proposal or offer to or from any third party relating to any
agreement or transaction that would replace, preclude or interfere with the possible agreements or
transactions related to, or compete with Scoular’s interest in, providing the
Services to the Facility, or (b) enter into any agreement with a third party
with respect to any of the foregoing. 
TVAE will immediately cease, and will
cause its officers, directors, members, related parties, employees, representatives and agents to cease, any existing discussions or negotiation, if any, with any third party
with respect to any inquiry, proposal
or offer from such third party relating to any agreement or transaction
that would replace, preclude or interfere with 



 8
 









the possible agreements
or transactions related to, or compete with Scoular’s interest in,  providing
Services to the Facility.  TVAE will
promptly notify Scoular if any such inquiries, proposals or offers are
received.


12.                               MISCELLANEOUS.  No provision of this Memorandum of
Understanding is intended, or will be
construed, to be for the benefit of any third party.  The parties are independent contractors, there is no relationship of partnership, joint venture or agency between or
among the parties, and neither party will make any representation to the contrary. 
Each party acknowledges that
the other party is engaged in the ethanol, energy and commodities businesses
(including, without limitation, trading, marketing and providing
transportation and commodity services) and agrees that nothing in this
Memorandum of Understanding will be construed to impair, prohibit or restrict
either party’s engagement in any aspect of its current or future energy
business or in any way limit either party’s right to engage the services of, or enter into
transactions with, third parties.


*******


[The remainder of this page is intentionally left blank.]



 9
 









IN WITNESS WHEREOF, the parties
have entered into this Memorandum of Understanding as of the date and year
first above written.


	
  TENNESSEE VALLEY AGRI-ENERGY, LLC

  	
   

  	
   

  
	
   

  
	
   

  
	
  By

  	
  /s/ Bartt R. McCormack

  	
   

  
	
  Name

  	
  Bartt R. McCormack

  	
   

  
	
  Title

  	
  Chairman/President

  	
   

  
	
   

  
	
  THE
  SCOULAR COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  By

  	
  /s/ John M. Heck

  	
   

  
	
  Name

  	
  John M. Heck

  	
   

  
	
  Title

  	
  Senior Vice President

  	
   

  
					



 



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