EXHIBIT 10.10


NATURAL


RESOURCE


GROUP,


INC.


AGREEMENT
FOR PROFESSIONAL SERVICES

(Tennessee Valley
Agri-Energy, LLC)


	
  DATE:

  	
   

  	
  June 9, 2006

  
	
   

  	
   

  	
   

  
	
  PARTIES:

  	
   

  	
  Natural Resource Group, Inc., a corporation
  organized under and pursuant to the laws of the State of Minnesota
  (hereinafter “NRG”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tennessee Valley Agri-Energy, LLC, a corporation
  organized under and pursuant to the laws of the State of Tennessee
  (hereinafter “Client”)

  



 


In consideration of the mutual covenants and
agreements hereinafter contained, and intending to be bound legally thereby, it
is agreed as follows:


1.     Services.  During the term of this Agreement, NRG will
provide professional environmental services (hereinafter “Services”) at the
request of Client pursuant to work orders (hereinafter “Order” if singular and “Orders”
if plural) from Client, which Order or Orders cumulatively become part of this
Agreement as Exhibit A.  Each
Order will set forth specifically the Services requested and the charges for
the Services.


NRG will be responsible for obtaining any local,
state, or federal licenses or permits needed to perform the Services under this
Agreement.  NRG will obtain landowner
permission to enter private property as needed to perform the Services under
this Agreement.


Unless directed otherwise, materials specifically
required by regulatory agencies will be submitted by NRG to Client, and Client
then will submit the materials to the appropriate agency.


2.     No Assignment.  No part of this Agreement will be assigned by
NRG without the written approval of Client.


3.     Term; Termination.  The term of this Agreement shall be from the
date of this Agreement until terminated in accordance with the provisions of
this Agreement.  This Agreement may be
terminated by either party upon seven (7) days written notice to the other
party.  Upon such termination, Client
will pay NRG in accordance with Paragraph 4 the charges for all Services
performed and expenses incurred hereunder up to the date of such termination.


4.     Payment.  Payment will be made by Client to NRG
pursuant to monthly invoices itemizing the Services performed.  All NRG invoices will be paid within thirty
(30) days following receipt by Client.


5.     Insurance.  NRG will purchase and maintain such
professional liability and other insurance as is appropriate for the Services
being performed and furnished.


The insurance required by this Paragraph 5 shall
include the specific coverages and be written for not less than the limits of
liability and coverages as hereinafter provided, or required by law, whichever
is greater:


a.               Workers’
compensation insurance for the statutory limits and Employer’s Liability Limits
of $1,000,000.  Each Accident:  $1,000,000, Disease-Policy Limit and
$1,000,000.  Disease-Each employee.


b.              Commercial General liability
insurance, including bodily injury, property damage and personal
injury/advertising injury, with limits of not less than $1,000,000 for each
occurrence, $2,000,000 general aggregate and $2,000,000, products &
completed operations aggregate.


c.               Comprehensive
Automobile Liability insurance with combined single limit of $1,000,000.


d.              Professional liability including
Pollution Incident Liability Coverage with limits of $1,000,000 per
claim/aggregate.


Certificates for all such policies of insurance shall
be provided to the Client upon written request. 
Certificates shall contain a provision that the coverage afforded will
not be canceled, or non-renewed without at least thirty (30) days prior written
notice has been given to Client.  All
such insurance shall remain in effect during the term of this Agreement.


6.     Indemnification/Limitation
of Liability.  Subject to
any limitations stated in this Agreement, NRG will indemnify and hold harmless
Client, its officers, directors, employees, agents and representatives, from
and against liability for all claims, losses, damages and expenses, including
reasonable attorneys fees, to the extent they are caused by a negligent act,
error, or omission of NRG or any of its officers, directors, employees, agents,
subcontractors or anyone else for whom NRG is legally responsible.  NRG will not be responsible for any loss,
damage, or liability arising from any contributing negligent acts by Client,
its officers, directors, employees, agents, subcontractors or anyone else from
whom Client is legally responsible. 
Neither party will be responsible to the other for consequential damages
including, but not limited to, loss of profit, loss of investment or business
interruption.  Client will seek recourse
only against NRG and not against its employees, officers, directors or
shareholders.  NRG’s limit of liability
due to breach of contract, warranty, or negligent acts, errors or omissions of
NRG shall be Fifty Thousand & 00/100 Dollars ($50,000.00) or the fee paid
to NRG under this Agreement, whichever is greater.


7.     Hazardous
Substances/Hazardous Waste. 
Client represents that if Client knows or has reason to suspect that
hazardous substances, pollution or contamination may exist at any site where
NRG is to perform Services for Client (“project site”), Client has fully
informed NRG in writing.  In the event
NRG encounters hazardous substances, pollution or contamination beyond that
disclosed by Client to NRG in writing, NRG may suspend its Services or
terminate this Agreement.  Client
acknowledges that NRG has no responsibility as a generator, treater, storer, or














disposer of
hazardous or toxic substances found or identified at a project site.  Client will defend, indemnify, and hold
harmless NRG from any claim or liability arising out of NRG’s performance of
Services under this Agreement and made or brought against NRG for any actual or
threatened environmental pollution or contamination except to the extent that
NRG has negligently caused or contributed to any such pollution or
contamination.  This indemnification
includes reasonable attorney fees and expenses incurred by NRG in defense of
such claim.


8.     Sample Ownership.  All samples and cuttings of materials
containing hazardous contaminants are the property and responsibility of
Client.  Removal of cuttings from the
project site will remain the obligation of Client.  Absent direction from Client, NRG may return
all contaminated samples and laboratory byproducts to Client for proper
disposal or treatment.


9.     Buried Utilities.  In those situations where NRG performs
subsurface exploration, Client, to the extent of its knowledge, will furnish to
NRG information identifying the type and location of utilities and other
man-made objects beneath the surface of the project site.  NRG will take reasonable precautions to avoid
damaging these utilities or objects. 
Prior to penetrating the project site’s surface, NRG will furnish Client
a plan indicating the locations intended for penetration.  Client will approve the location of these
penetrations and authorize NRG to proceed.


10.   Standard of Care.  All work performed under the terms of this
Agreement by NRG will meet or exceed the care and skill exercised by reputable
members of its profession practicing under similar circumstances at the same
time and in the same locality.


11.   Confidentiality.  All information related to the Orders and the
Services pursuant to this Agreement will remain confidential.  NRG will not divulge to anyone communication
(or part or substance thereof) received from or given to Client in connection
with NRG’s Services pursuant to this Agreement, except:  (a) at the express and specific direction of
Client; or (b) in compliance with the final order of a court of appropriate
jurisdiction or of an administrative body of appropriate jurisdiction; or (c)
as may be required by applicable rule, regulation, ordinance or law.  Upon termination of this Agreement, NRG, if
requested, will return to Client all maps, books, or other information or
materials supplied by Client to facilitate the Services.


12.   Headings.  The various headings in this Agreement are
inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any section or provision hereof.


13.   Attorneys’ Fees.  In the event either party shall be successful
in any suit for damages for breach of this Agreement, including nonpayment of
invoices, or to enforce this Agreement or to enjoin the other party from
violating this Agreement, such party shall be entitled to recover as part of
its damages its reasonable legal costs and expenses for bringing and
maintaining any such action.


14.   Waiver of Terms and
Conditions.  The failure
of either party in any one or more instances to enforce one or more of the
terms or conditions of this Agreement or to exercise any right or privilege in
this Agreement, or the waiver by either party of any breach of the terms or
conditions of this Agreement, shall not be construed as thereafter waiving any
such terms, conditions, rights, or privileges, and the same shall continue and
remain in force and effect as if no such failure to enforce had occurred.


15.   Governing Law.  This Agreement shall be deemed to be an
Agreement made under the laws of the State of Minnesota, and for all purposes
it, plus any related or supplemental exhibits, schedules, documents, or
notices, shall be construed in accordance with and governed by the laws of such
state.


16.   Construction.  Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement or any related
document shall be invalid under applicable law, such provision shall be
ineffective only to the extent of such invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement or
such related document.


17.   Survival.  All express representations,
indemnifications, or limitations of liability included in this Agreement will
survive its completion or termination for any reason and NRG’s completion of
the Services contemplated herein.


18.   Notices.  All notices given with respect to this
Agreement shall be in writing to the parties at their respective addresses as
shown in this Agreement.


19.   Entire Agreement.  This Agreement together with its Exhibit A
constitutes and expresses the entire agreement and understanding between the
parties hereto, and all previous discussions, promises, representations, and
understandings between the parties hereto are merged herein.


The parties hereto have
caused this Agreement to be appropriately executed as of the day and year first
above written.


	
  NATURAL RESOURCE GROUP, INC.

  	
   

  	
  TENNESSEE VALLEY AGRI-ENERGY LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Todd A. Potas

  	
   

  	
  By:

  	
    /s/ Bartt R. McCormack

  
	
  Its:

  	
    Principal

  	
   

  	
  Its:

  	
    Chairman

  
	
  Date:

  	
    6/9/06

  	
   

  	
  Date:

  	
    8/24/06

  
	
  1000 IDS Center 

  80 South Eighth Street 

  Minneapolis, MN 55402



  	
   

  	
  540 Little Creek Rd. 

  Pulaski, TN 38478

  	
   

  
	
  Attn:

  	
    Todd Potas

  	
   

  	
  Attn:

  	
    Bart R. McCormack

  
	
  Phone:

  	
    (612) 339-4815

  	
   

  	
  Phone:

  	
    931.424.0653

  
	
  Fax:

  	
    (612) 347-6780

  	
   

  	
  E-mail: