EXHIBIT
10.8


Project Development Agreement


Tennessee Valley Agri-Energy, LLC


07 28 06


PROJECT DEVELOPMENT AGREEMENT BETWEEN

TENNESSEE VALLEY AGRI-ENERGY LLC 

AND

DELTA-T CORPORATION


This Agreement is entered into
this 28th day of July 2006 by and between DELTA-T Corporation, a Virginia
corporation located at 323 Alexander Lee Parkway, Williamsburg, Virginia 23185,
USA (hereinafter “DELTA-T”), and Tennessee Valley Agri-Energy, LLC located at
540 Little Dry Creek Road, Pulaski, Tennessee 38478 (hereinafter “Client”, which
parties may be referred to individually as a “Party” or jointly as the “Parties.”


WITNESSETH


WHEREAS, DELTA-T is in the
business of developing, designing, and supplying commercial technologies,
equipment and manufacturing facilities to perform a wide range of process industry
applications, including, without limitation, grain processing, ethanol
production, evaporation, distillation, dehydration, adsorption, solvent
recovery and waste treatment; and


WHEREAS, Client intends to
develop an ethanol plant having the capacity to produce 50 million gallons
(Un-denatured) per year at a site to be located in Alabama (hereinafter “Plant”);
and


WHEREAS, Client wishes to retain
DELTA-T to provide professional advice, business and technical information, design
and engineering, and related services in order to assist Client in assembling an of the information, permits agreements and
resources necessary for construction of Plant (hereinafter “Project”), and
DELTA-T is willing to provide such services for a fixed fee, provided that
Client enters into an exclusive relationship with DELTA-T to provide the Plant
and/or technology transfer, engineering and procurement services for the Plant,
and otherwise on the terms and conditions set forth herein; and


WHEREAS, Client and DELTA-T
intend to enter into an Engineering, Procurement and Construction Agreement
(hereinafter referred to as the “EPC Agreement”) for the supply of such
engineering, procurement and. construction, personnel training, commissioning,
start-up and testing services, which EPC Agreement will become effective only
upon its execution by both parties and fulfillment of certain conditions and
requirements still outstanding in anticipation of the construction phase to be
initiated in the 1st quarter of 2007 upon mutually acceptable
terms; and


WHEREAS, Client recognizes that DELTA-T
is foregoing other significant business opportunities in order to perform such
services, and that the provisions of this Agreement concerning exclusivity are
essential to this Agreement and that DELTA-T would not be willing to enter into
this Agreement without those provisions;


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













ARTICLE 1

SCOPE OF PROJECT DEVELOPMENT AND

PRELIMINARY ENGINEERING SERVICES


Client hereby retains DELTA-T,
and DELTA-T hereby agrees, to provide per the terms of this Agreement, the
services described in this Section 1.1 to help Client develop the Project.


1.1          Basic Project Development Services: DELTA-T shall:


1.1.1       Help Client develop and analyze feasible Project
alternatives, including potential facility sites, and assist in the selection
of the most appropriate technical and site options in conjunction with the
needs of the Project;


1.1.2       Provide projected plant
operating cost factors and assist Client with profitability and sensitivity
analyses for selected Project alternative(s);


1.1.3       Work with Client to define Plant specifications,
and assist in developing Project roles and responsibilities for all
participating parties;


1.1.4        Develop a preliminary general arrangement drawing
for the Plant based on the selected alternatives and site physical and
geo-technical data provided by the Client;


1.1.5       Provide process emissions data for environmental
permitting activities in support of the environmental permitting firm to be
retained by Client;


1.1.6       Utilize DELTA-T’s experience in ethanol plant
operation, products marketing, and industry economics to help Client develop a
business plan;


1.1.7       Provide technical and economic data and strategic
guidance to assist Client in making presentations to potential equity investors
and financial institutions;


DELTA-T shall continue to develop and make modifications to each of the
services referenced under Section 1.1 as necessary in accordance with changing
or evolving Project plans. DELTA-T shall perform such services at such times,
and according to such schedule, as reasonably  necessary to support effective development of
the Project. Mutually agreed project development tasks not addressed in Section
1.1 above, will be engaged by separate agreements such as a compensated scope
of work which may be appended to this Agreement.


1.2          Client’s Responsibilities: The entity that will own the Project, whether it
is the Client or another entity, shall hereinafter be referred to as “Owner.”
Client shall perform. or cause Owner to perform, the following tasks to assure
development of the Project, and such other tasks as may be required to achieve
funding for the Project:


1.2.1       Promptly provide to DELTA-T, upon its request,
such design decisions and information related to site selection, plant size,
interface of the Plant to other sections of the Project, and other key project
design parameters as DELTA-T may reasonably request from time to time;


1.2.2       Create a Project development strategy and
timeline, in cooperation with DELTA-T, (the “Plan”), for the purposes of fully
defining the Project its specifications and of obtaining one or more letter(s)
of commitment for financing 



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in an amount and on terms and conditions sufficient to enable Client or
Owner to execute the Project, and on terms otherwise acceptable to Client (“Financing”);


1.2.3       Execute the Plan in a diligent manner;


1.2.4       Cooperate with DELTA-T to define Project
specifications. and define Project development roles for all participating
parties;


1.2.5       Develop a business plan, in cooperation with
DELTA-T, based on the information provided by DELTA- T under Section 1.1 above;
and


1.2.6       Otherwise cooperate with DELTA-T in the
development of the Project as mutually agreed between the Parties.


Client, or Owner, shall perform such tasks within sufficient time to
allow DELTA-T to fulfill its obligations under Section 1.1 above in a timely
manner. Client will designate Boyd Ruppelt, of BBI International, an
individual, to serve as DELTA-T’s primary contact for the work performed under
this Agreement. DELTA-T shall be entitled to rely on, and shall proceed
according to the directions of, that individual, or such other individual as
Client may from time to time appoint in writing with respect to this Agreement.


1.3          Project Control Responsibilities: Client shall notify DELTA-T promptly of any plan
or intent on the part of any actual or potential investors in the Project to
form an Owner, or alter the equity or voting of an Owner, in such a way that
Client would not have sufficient control Over such Owner to require it to
perform the obligations of Owner described in this Agreement, and to assist
DELTA-T in causing such Owner to become a party to this Agreement, or another
similar agreement acceptable to DELTA-T. Client agrees that it shall not assist Owner in any way, direct1y or
indirectly, in working with anyone other than DELTA-T in connection with the
Project, except as expressly permitted under this Agreement. Client
acknowledges that if it were to provide any Confidential Information (as
described in Article 2 below) of DELTA-T to any Owner over which it did not
have control, that such Owner would benefit significantly from such
information, and Client acknowledges that it understands and will comply
strictly with the prohibition on such disclosures set forth in Article 2 below.
In the event that Owner, for any reason other than termination of this
Agreement for breach by DELTA-T, fails to honor the exclusivity provisions of
Article 5 below, Client shall, in addition to any other damages that DELTA-T
may have, pay DELTA-T the entire amount due to DELTA-T and remaining unpaid
under Sections 3.1 and 3.2 below.


ARTICLE 2

CONFIDENTIAL INFORMATION


“Confidential Information” shall
mean (i) all inventions, whether patentable or not, all processes, designs,
know-how, copyrights and any and all other intellectual property of any kind (“Intellectual
Property”) and financial and other business information provided by DELTA-T to
Client under this Agreement, which shall be deemed Confidential Information of
DELTA-T and (ii) all business plans, and other sensitive information about the
Project disclosed by Client to DELTA-T during the terms of this Agreement, which
shall be deemed Confidential Information of Client (except to the extent that
it consists of Confidential Information of DELTA- T).



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Neither Party shall (i) use any
Confidential Information of the other except for development of the Project as
provided under this Agreement, or (ii) disclose any part of the Confidential Information
of the other to any person or entity· other than its employees who need to have
access to such data and who are bound to comply with the confidentiality terms
of this Agreement, and as otherwise authorized by the party providing the
Confidential Information. Notwithstanding the foregoing Client may disclose
information of the type provided by DELTA-T under Section 1.1 above to third
parties to whom it needs to disclose such information to develop the Project,
provided that it first obtains a written confidentiality agreement from such
party to protect such information to at least the same degree as provided under
the agreement attached hereto as Exhibit B. Client may disclose information of
the type provided by DELTA-T under Section 1 above to any third party to whom it needs to disclose such information to develop the
Project only after such party executes a confidentiality directly with DELTA-T
in the form attached hereto as Exhibit B, or such other form as DELTA-T may
agree. Client shall provide a copy of each such agreement to Delta-T promptly
upon execution of the same. Furthermore, Client may disclose Confidential
Information, if any, that it needs to disclose in order to comply with any
applicable law, rule or regulation provided that it takes whatever steps are necessary to protect
the confidentiality of such information to the full extent allowed by such law,
rule or regulation.


In particular, but without
limitation, under no circumstances may Client use any of the Confidential Information
to assist it in negotiating or entering into an agreement with any third party
to provide any services or technology related to the Project in violation of
this Agreement.


Neither Party shall disclose any
Confidential Information of the other pursuant to court order or other legal
process unless: (i) it is advised
by its legal counsel that it is legally required to do so, (ii) it has promptly
given the other notice of such order or process so that the other can obtain a
secrecy order or other applicable remedy and (iii) it bas used all other
reasonable means to ensure the confidential treatment of such information,
other than seeking a judicial order or other judicial relief.


Notwithstanding anything set
forth above, however, neither Party shall have any obligation under this
Article 2 with respect to Confidential Information of the other which the
receiving Party can show through documentary evidence falls under one or more of the following exclusions: (a)
that such information was in its possession prior to receipt from the other;
(b) such information was in the public domain at the time of disclosure or
thereafter enters into the public domain through no breach of this Agreement by
Recipient or is in general use in the trade without violation by Recipient of
this Agreement, or violation by any other party of an obligation not to
disclose it; or (c) the information is disclosed to the receiving party by a
third party who is under no obligation not to disclose it.


The provisions of this Section
shall survive termination of this Agreement until such time, if ever, that it
falls under one of the exclusions described in the preceding paragraph.


ARTICLE 3
 COMPENSATION


3.1          Project Development Services: For the services described in Section 1.1 above,
Client shall pay DELTA-T a fee equal to $75,000 00. Client shall pay to DELTA-T 70%, of such
fee within ten (10) days of signing this Agreement and the remaining balance
within ten (10) days of air permit submittal by Client to the State of Alabama



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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 two people 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.


ARTICLE 4


LIMITED
LICENSE OF DELTA-T CONFIDENTIAL INFORMATION


DELTA-T is and shall remain the
sole owner of the Confidential Information provided by DELTA-T hereunder. and
of the copyrights in all the drawings and other documents provided by DELTA-T
under this Agreement. DELTA-T hereby grants Client  a limited, non-exclusive. Non-transferable
license, without right to sublicense, to use the Confidential Information of
DELTA-T solely for Client’s use in connection with development and financing of
the Project during the term of this Agreement. DELTA-T reserves to itself all
rights not expressly granted under this Article 4. In particular, but without
limitation, this license does not include the
right to use any of the Confidential Information to procure bids for
development or construction of a plant, or to design or operate a plant or
facility based on any of such Confidential Information.


ARTICLE 5

EXCLUSIVE RELATIONSHIP


5.1          The Plant: If Client, or Owner as the case may. be, elects
to build the Plant, then it shall employ best efforts to enter into a contract
with DELTA-T whereby DELTA-T will provide, as a minimum, all services defined
in Article 6 below. Additional services, up to and including DELTA-T providing
the Plant on a turn-key fixed-price basis, may be included at the mutual
consent of the Parties. During the term of this Agreement Client shall not, and
shall not permit Owner or any other party associated with the Project, to enter
into, negotiate toward. or take any other action in :furtherance of entering
into any agreement for provision of the technology, services or equipment to be
provided by DELTA-T under the Technology Agreement to be entered into under
Article 6 below, or in furtherance of entering into any turnkey engineering,
procurement and construction agreement for the entire Plant (“EPC Agreement”)
except as permitted under Sections 6 and 7 below.


5.2          Other Plants: If for any reason the Parties do not enter into
an EPC Agreement or Technology Agreement with respect: to the Plant, then
neither Client nor Owner shall, for a the shorter of (a) five (5) years from the
date of this Agreement, or (b) such time as Client or Owner and DELTA-T enter
into an EPC Agreement or Technology Agreement for an ethanol plant, enter into
an agreement with any other party to use technology, engineering and
procurement services other than DELTA-T’s for any ethanol plant project without
first providing DELTA-T at least sixty (60) days to enter into an agreement for
development and design of such plant on the same terms as set forth in this
Agreement.



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ARTICLE 6

TECHNOLOGY TRANSFER, ENGINEERING AND

PROCUREMENT SERVICES AGREEMENT


Upon Client’s obtaining the
Financing for the Project or at such earlier time as Client and DELTA-T may
agree, Client and DELTA-T shall enter into either a turnkey EPC agreement to
provide the entire Plant under mutually agreeable terms (“EPC
Agreement”), or a technology transfer, engineering and procurement
services agreement (“EPT Agreement”)
whereby DELTA-T shall, as a minimum, (a) provide engineering services in
addition to that provided under Section 1.1 above
that may be required to complete the basic process engineering design suitable
for capital investment determination and all detail design; (b) review all
detailed engineering performed by others in order to assure that it conforms to
such suitable process engineering design; (c) provide the procurement services
for plant equipment as determined by DELTA-T; (d) provide construction
observation assistance, operations and maintenance manuals, training and start
up assistance services to be specified in the EPC·or Technology Agreement; (e)
provide a license of the Plant process technology embodied in the basic process
engineering design provided by DELTA-T for the purpose of operating the Plant.
Such Technology Agreement shall include the following provisions, and such
other provisions as the parties deem reasonably appropriate:


a.                                       DELTA-T shall be paid a detailed engineering,
startup and training services fee, plus a one-time technology license fee. Such
fees will be quoted by DELTA-T upon substantial completion of Basic Project
Development Services listed in Section 1.1 herein.


b.                                      In addition, DELTA-T
shall be paid a fee based on the purchase price of all equipment for which
DELTA-T is to provide procurement services.


c.                                       DELTA-T shall provide Plant process performance
warranties that are typical for the industry based on the final plant configuration
and selected energy-saving options.


d.                                      DELTA-T shall offer a liquidated damages provision
the event of breach of the Plant process performance warranties on a pro rata
basis, depending upon the extent to which such warranty is breached as
determined by a performance test protocol to be included in the Technology
Agreement;


e.                                       The maximum amount of DELTA-T’s total liabilities
in the Technology Agreement shall be limited to a percentage of the fees earned
performing the scope of services described in the Technology Agreement.


ARTICLE 7

FIRST RIGHT OF REFUSAL


If the Parties do not reach
agreement for DELTA-T to provide the plant on a turnkey, EPC basis and instead
enter into a Technology Agreement, Owner shall not enter into a construction
agreement with any other party without providing DELTA-T at least sixty (60)
days to enter into an agreement for construction on the same terms as another
party is willing to contractually agree to for the construction.



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ARTICLE 8

INDEPENDENT CONRACTOR


DELTA-T and Client are
independent contractors, and nothing in this Agreement shall be deemed to make
either Party an agent or partner of the other, or to give either Party the
right to bind the other in any way.


ARTICLE 9

TERM AND TERMINATION


This Agreement shall commence on
the date first above written and shall continue for a period of five (5) years
unless earlier terminated as provided in this Article 9. This Agreement may be terminated
upon written notice:


(i)                                     By either Party in case of material breach by the
other if such breach is not cured within thirty (30) days after receipt of the
breaching party of notice of such breach;


(ii)                                  By DELTA-T if: a)
payment is not received by DELTA-T as provided in Article 3
of this Agreement and such breach is not cured with thirty (30) days after
receipt of DELTA-T’s notice of such breach, or b) Project Financing is not
obtained within eighteen (18) months of the date first above written.


Upon termination of this
Agreement for any reason, the license granted under Article 4 above shall
immediately cease, and each party shall: (i) immediately cease use of all
Confidential Information of the other, (ii) immediately deliver to the
disclosing party all Confidential Information provided to it by the other, including all copies of the same,
and destroy all materials developed by it or any third parties to whom it
disclosed such information which was based upon such information, and (iii) certify
to the disclosing party that it bas done so. In particular, but without
limitation, Client shall promptly advise all actual and potential investors and
lenders for the Project and all regulatory authorities to which Confidential
Information of DELTA-T has been provided of the termination hereof, and shall
withdraw any applications for financing or permits that were based on the use
of DELTA-T’s Confidential Information.


ARTICLE 10

DISPUTE RESOLUTION


In the event of any dispute
arising under or in connection with this Agreement or with the existence,
validity, interpretation, breach or enforcement thereof, either before or after
the termination or expiration of this Agreement, the Parties shall, upon the
written request of either of them, enter into mediation of such dispute
pursuant to the applicable rules of the American Arbitration Association, or
such other rules or procedures as they may agree. Neither party shall file suit
unless it has first complied with this provision and attempted to resolve such
dispute for a period of at least thirty (30) days. Nothing herein contained,
however, shall be deemed to prevent either Party from seeking injunctive relief
from any court of competent jurisdiction, without necessity of posting bond, in
case of a breach of Articles 2, 4, 5, 6
or 7 above. Should litigation arise after complying with the provisions of this
paragraph,  the losing party will pay
legal expenses of the prevailing party in such litigation.



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ARTICLE 11


LIMITATION OF DAMAGES AND REMEDY


Client’s sole remedy with respect
to uncured breach by DELTA-T of any provision of this Agreement (other than
breach of Article 2), or with respect to services performed by DELTA-T under
this Agreement shall be termination of this Agreement and refund of the portion
of the fee, if any, allocable to services not properly performed. In no case
shall DELTA- T be liable for any other damages of any kind, direct, indirect,
incidental, consequential, reliance, exemplary or otherwise, with respect to
any services performed by it, or to its failure to perform services, under this
Agreement


ARTICLE 12


GENERAL TERMS


12.1        Waiver: The failure of either party to insist on strict
performance of any of the provisions of this Agreement or to exercise any right
it grants will not be construed as a relinquishment of any right or a waiver of
any provision of this Agreement. No waiver of any provision or right shall be
valid unless it is in writing and signed by a duly authorized representative of
the party granting the waiver.


12.2        No Assignment: Neither party may assign or convey this
Agreement or its obligations hereunder without the other’s prior written
consent, except that either Party may assign this Agreement to a purchaser of a
controlling interest in its capital stock or of substantially all of its assets
as long as the purchaser agrees to comply with all the selling Party’s
obligations set forth herein.


12.3        Governing Law: This Agreement shall be governed and construed in
accordance with the laws of the state of Alabama, without regard to its choice
of law rules.


12.4        Notices: Notices and other communications required or
allowed by this Agreement shall be in writing and sent by U.S. mail, express carrier, by hand, or by facsimile transmission as follows:


	
    If to DTC, to:

  	
  DELTA-T Corporation,

  323 Alexander Lee Parkway

  Williamsburg, Virginia 23185

  FAX: (757) 229-1705

  Attn: Mr. Robert L. Swain, Vice President

  
	
   

  	
   

  
	
    If to CLIENT, to:

  	
  Tennessee Valley Agri-Energy, LLC

  540 Little Dry Creek Road

  Pulaski, TN

  FAX: (931) 424-6168

  Attn: Mrs. Nash Davis

  



or such other addresses as a
party may specify by proper notice.


Each notice so given shall be
deemed delivered, if by mail upon the third business day after mailing, if by
courier, upon delivery by the courier, and otherwise upon receipt by the Party
to whom notice is sent.



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12.5        Survival: The provisions of Articles 2, 10 and 11 above
shall survive termination or expiration of this Agreement, and Articles 5.2 and
7 shall survive except in case of termination by Client
for material breach by DELTA-T.


12.6        Severability: If a court of
competent jurisdiction determines that any portion of this agreement is
illegal, unenforceable or invalid, then that portion shall be considered to be
removed from this agreement, the remainder shall remain in full force and
effect, and the Parties shall cooperate to modify the Agreement to cause it to
conform to the original language of the Agreement to the extent consistent with
the finding of the court.


12.7        Entire Agreement: This Agreement constitutes the entire agreement
between the Parties relating to its subject matter, and supersedes all prior
representations, understandings and agreements, written or oral, express or
implied. The Agreement can be modified only by written agreement executed by
authorized representatives of each Party.


IN WITNESS
whereof the Parties have executed this Agreement on the dates set forth below.


	
  DELTA-T CORPORATION

  	
   

  	
  TENNESSEE VALLEY AGRI-ENERGY LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
    /S/ Alan Belcher

  	
   

  	
  By:

  	
   

  	
    /S/ Bartt McCormack

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed 

  Name

  	
    Alan Belcher

  	
   

  	
  Printed 

  Name:

  	
    Mr Bartt McMormack

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
    Vice President Project Development

  	
   

  	
  Title:

  	
   

  	
    Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
    June 28, 2006

  	
   

  	
  Date:

  	
   

  	
    July 31, 2006

  
								



 



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