**Exhibit 10.1**

PHASE I AND PHASE II

ENGINEERING SERVICES AGREEMENT*

BETWEEN

AKRON RIVERVIEW CORN PROCESSORS, LLC

AND

FAGEN ENGINEERING, LLC

March14, 2007

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with the United States Securities and Exchange Commission.*

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**TABLE OF CONTENTS**
|                |       |                                               | **Page**   |
|----------------|------------|----------------------------------------------------|------------|
| ** **     | ** ** | ** **                                         | ** ** |
| **Article  1** | ** ** | **Definitions; Rules of Interpretation**           | **1**      |
|           |       |                                               |       |
| 1.1            |       | Rules of Construction                              | 1          |
| 1.2            |       | Defined Terms                                      | 2          |
| ** **     | ** ** | ** **                                         | ** ** |
| **Article  2** | ** ** | **Retention of Agent**                             | **4**      |
|           |       |                                               |       |
| 2.1            |       | Retention of Services                              | 4          |
| ** **     | ** ** | ** **                                         | ** ** |
| **Article  3** | ** ** | **Engineer Responsibilities**                      | **4**      |
|           |       |                                               |       |
| 3.1            |       | Services                                           | 4          |
| 3.2            |       | Phase I Design Package                             | 4          |
| 3.3            |       | Delivery of Phase I Design Package                 | 4          |
| 3.4            |       | The Phase II Design Package                        | 5          |
| 3.5            |       | Delivery of Phase II Design Package                | 5          |
| 3.6            |       | Delays                                             | 5          |
| 3.7            |       | Utility Routing and Design Services Limited        | 5          |
| ** **     | ** ** | ** **                                         | ** ** |
| **Article  4** | ** ** | **Client Responsibilities**                        | **6**      |
|           |       |                                               |       |
| 4.1            |       | Client’s Representative                       | 6          |
| 4.2            |       | Client’s Requirements                         | 6          |
| 4.3            |       | Other Information                                  | 6          |
| 4.4            |       | Access to Property                                 | 6          |
| 4.5            |       | Review of Documents                                | 6          |
| 4.6            |       | Consents, Approvals, Licenses, and Permits         | 6          |
| 4.7            |       | Bids                                               | 6          |
| 4.8            |       | Other Services                                     | 6          |
| 4.9            |       | Services Outside Scope of Engineer’s Services | 7          |
| 4.10           |       | Deviation from Design                              | 7          |
| 4.11           |       | Developments Affecting Scope or Timing of Services | 7          |
| ** **     | ** ** | ** **                                         | ** ** |
| **Article  5** | ** ** | **Compensation And Payment**                       | **7**      |
|           |       |                                               |       |
| 5.1            |       | Compensation                                       | 7          |
| 5.2            |       | Reimbursement of Engineer Expenses                 | 7          |
| 5.3            |       | Reimbursement of Subcontractor Expenses            | 7          |
| 5.4            |       | Fees for Work Outside Scope of Services            | 8          |
| 5.5            |       | Collection of Unpaid Amounts                       | 8          |
| 5.6            |       | Reimbursement Schedules Subject to Change          | 8          |
| 5.7            |       | Invoices                                           | 8          |
| 5.8            |       | Payment                                            | 8          |
| 5.9            |       | Late Payment and  Interest                         | 8          |

 

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| 5.10            |       | Suspension for Failure to  Pay                       | 8      |
|-----------------|------------|------------------------------------------------------|--------|
| 5.11            |       | Payment                                              | 8      |
| 5.12            |       | Withholding Payments                                 | 8      |
| 5.13            |       | Purchase Orders                                      | 8      |
| 5.14            |       | Changes in Project                                   | 8      |
| ** **      | ** ** | ** **                                           |   |
| **Article  6**  | ** ** | **Construction Cost And Cost Estimates**             | **9**  |
|            |       |                                                 |   |
| 6.1             |       | Cost Estimates                                       | 9      |
| ** **      | ** ** | ** **                                           |   |
| **Article  7**  | ** ** | **Termination**                                      | **9**  |
|            |       |                                                 |   |
| 7.1             |       | Termination Upon Default                             | 9      |
| 7.2             |       | Termination Upon Abandonment of Plant                | 9      |
| ** **      | ** ** | ** **                                           |   |
| **Article  8**  | ** ** | **Ownership of Work Product**                        | **9**  |
|            |       |                                                 |   |
| 8.1             |       | Work Product                                         | 9      |
| 8.2             |       | Copies Provided to Client                            | 9      |
| 8.3             |       | Prohibited Use of Work Product                       | 10     |
| 8.4             |       | Derogation of Engineer’s Rights to Work Product | 10     |
| ** **      | ** ** | ** **                                           |   |
| **Article  9**  | ** ** | **Successors and Assigns**                           | **10** |
|            |       |                                                 |   |
| 9.1             |       | Successors                                           | 10     |
| 9.2             |       | Written Consent Required                             | 10     |
| 9.3             |       | No Third-Party Beneficiaries                         | 10     |
| ** **      | ** ** | ** **                                           |   |
| **Article  10** | ** ** | **Warranty**                                         | **10** |
|            |       |                                                 |   |
| 10.1            |       | No Warranty Extended                                 | 10     |
| 10.2            |       | No Responsibility for Construction                   | 10     |
| ** **      | ** ** | ** **                                           |   |
| **Article 11**  | ** ** | **Indemnification**                                  | **11** |
|            |       |                                                 |   |
| 11.1            |       | Engineer’s Indemnification                      | 11     |
| 11.2            |       | Client’s Indemnification                        | 11     |
| 11.3            |       | Hazardous Materials Indemnification                  | 11     |
| ** **      | ** ** | ** **                                           |   |
| **Article  12** | ** ** | **Dispute Resolution**                               | **11** |
|            |       |                                                 |   |
| 12.1            |       | Arbitration                                          | 11     |
| ** **      | ** ** | ** **                                           |   |
| **Article  13** | ** ** | **Confidentiality**                                  | **12** |
|            |       |                                                 |   |
| 13.1            |       | Non-Disclosure Obligation                            | 12     |
| 13.2            |       | Publicity and Advertising                            | 12     |
| 13.3            |       | Term of Obligation                                   | 13     |
| ** **      | ** ** | ** **                                           |   |
| **Article  14** | ** ** | **Miscellaneous**                                    | **13** |
| 14.1            |       | Governing Law                                        | 13     |

 

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| 14.2           |       | Severability                                   | 13         |
|----------------|------------|------------------------------------------------|------------|
| 14.3           |       | No Waiver                                      | 13         |
| 14.4           |       | Captions and Headings                          | 13         |
| 14.5           |       | Engineer’s Accounting Records             | 13         |
| 14.6           |       | Counterparts                                   | 13         |
| 14.7           |       | Survival                                       | 14         |
| 14.8           |       | No Privity with Client’s Contractors      | 14         |
| 14.9           |       | Amendments                                     | 14         |
| 14.10          |       | Entire Agreement                               | 14         |
| 14.11          |       | Notice                                         | 14         |
| 14.12          |       | Extent of Agreement                            | 15         |
| 14.13          |       | Subrogation Waiver                             | 15         |
| ** **     | ** ** | ** **                                     |       |
| **EXHIBIT  A** | ** ** | **Reimbursement Schedule**                     | **17**     |
| ** **     | ** ** | ** **                                     | ** ** |
| **EXHIBIT  B** | ** ** | **Reimbursable Expense Schedule**              | **18**     |
| ** **     | ** ** | ** **                                     | ** ** |
| **EXHIBIT  C** | ** ** | **Client’s Deliverable Site Obligations** | **19**     |

 

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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**PHASE I AND PHASE II**

**ENGINEERING SERVICES AGREEMENT**

**THIS PHASE I AND PHASE II ENGINEERINGSERVICES AGREEMENT**(the “Agreement”) is made as ofMarch 14, 2007, (the “Effective Date”) by and between Akron RiverviewCorn Processors, LLC, an Iowa Limited Liability Company (the “Client”)and Fagen Engineering, LLC a Minnesota Limited Liability Company (the “Engineer”).  Each of the Client and Engineer are referredto herein individually as a “Party” and collectively as the “Parties.”

**RECITALS**

**WHEREAS**,** **Clientis developing a one hundred (100) million gallons per year dry grind ethanolproduction facility to be located in Akron, Iowa (the “Plant”) to beowned and operated by Client; and

**WHEREAS**,  Client and Fagen, Inc. (“Design - Builder”)intend to enter into that certain Lump-Sum Design-Build Agreement (“Design-BuildAgreement”) under which Fagen, Inc., an affiliate of Engineer,  will serve as the design-builder for thePlant and provide design, engineering, procurement and construction servicesfor the development and construction of the Plant; and

**WHEREAS**,  Client wishes to retain an entity in advanceof entering into the Design-Build Agreement to perform certain engineering anddesign work that will be required under the Design-Build Agreement on the termsand conditions set forth in this Agreement, and Engineer desires to act as suchentity upon the terms and conditions set forth in this Agreement.

**NOW, THEREFORE**, in consideration of themutual promises contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, and intending to belegally bound by this Agreement, the parties do hereby agree as follows:

# **Article 1****Definitions; Rules of Interpretation**

## **1.1****          Rules of Construction.  **The capitalized terms listed in thisArticle 1 shall have the meanings set forth herein whenever the terms appear inthis Agreement, whether in the singular or the plural or in the present or pasttense.  Other terms used in thisAgreement but not listed in this Article shall have meanings as commonly usedin the English language and, where applicable, in generally acceptedconstruction and design-build industry standards.  Words not otherwise defined herein that havewell known and generally accepted technical or trade meanings are used hereinin accordance with such recognized meanings. In addition, the following rules of interpretation shall apply:

### (a)           The masculine shall include the feminine andneuter.

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### (b)                                 Referencesto “Articles,” “Sections,” “Schedules,” or “Exhibits” shall be to Articles,Sections, Schedules or Exhibits of this Agreement.

(c)                                  ThisAgreement was negotiated and prepared by each of the Parties with the adviceand participation of counsel.  TheParties have agreed to the wording of this Agreement and none of the provisionshereof shall be construed against one Party on the ground that such Party isthe author of this Agreement or any part hereof.  The following definitions will apply in thisAgreement:

## **1.2****          DefinedTerms.**  In addition to definitionsappearing elsewhere in this Agreement, the following terms have the followingmeanings:

*Agreement*will have the meaning given to such term in the Preamble to this Agreement.

*ApplicableLaw*means

(a)                                  anyand all laws, legislation, statutes, codes, acts, rules, regulations,ordinances, treaties or other similar legal requirements enacted, issued or promulgatedby a Governmental Authority;

(b)                                 anyand all orders, judgments, writs, decrees, injunctions, Governmental Approvalsor other decisions of a Governmental Authority; and

(c)                                  anyand all legally binding announcements, directives or published practices orinterpretations, regarding any of the foregoing in (a) or (b) of thisdefinition, enacted, issued or promulgated by a Governmental Authority;

to the extent, foreach of the foregoing in (a), (b) and (c) of this definition, applicable to orbinding upon (i) a Party, its affiliates, its shareholders, its members, itpartners or their respective representatives, to the extent any such person isengaged in activities related to the Services; or (ii) the property of a Party,its affiliates, its shareholders, its members, its partners or their respectiverepresentatives, to the extent such property is used in connection with theServices or an activity related to the Services.

*Client*will have the meaning given to such term in the Preamble to this Agreement.

*Client’sRepresentative* will have the meaning given to such term inSection 4.1

*Design-BuildAgreement* will have the meaning given to such term in theRecitals to this Agreement.

*Effective**Date* will have the meaning givento such term in the Preamble to this Agreement.

*Engineer*will have the meaning given to such term in the Preamble to this Agreement.

*EngineerResponsible Parties*will have the meaning given to such termin Section 4.10.

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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*GovernmentalApprovals*will mean any material authorizations orpermissions issued or granted by any Governmental Authority to the Project, theClient, the Engineer, subcontractors and their affiliates in connection withany activity related to the Services.

*GovernmentalAuthority* will mean any federal, state, local or municipalgovernmental body; any governmental, quasi-governmental, regulatory or administrativeagency, commission, body or other authority exercising or entitled to exerciseany administrative, executive, judicial, legislative, policy, regulatory ortaxing authority or power; or any court or governmental tribunal; in each casehaving jurisdiction over the Client, the Engineer, the Plant, or the Site.

*MonthlyInvoice* will have the meaning given to such term in Section5.7.

*Partyor Parties* will have the meaning given to such term in thePreamble to this Agreement.

*PhaseI Design Package* will have the meaning given to such term inSection 3.2.

*PhaseI Owner Deliverables*will mean the Client’s deliverableobligations pursuant to Exhibit C attached to this Agreement.

*PhaseII Design Package* will have the meaning given to such term inSection 3.4.

*PhaseII Owner Deliverables* will mean the Client’s deliverableobligations pursuant to Exhibit C to this Agreement.

*Plant*will have the meaning given to such term in the Recitals to this Agreement.

*Project*will mean the Plant, together with all equipment, labor,services and materials furnished under the Design-Build Agreement.

*Services*will have the meaning given to such term in Section 3.1.

*Site*will mean the land or premises on which the Plant is located.

*Subcontractor* will mean any person or entity,including but not limited to independent engineers, associates, andconsultants, retained by Engineer, or by any person or entity retained directlyor indirectly by Engineer, in each case as an independent contractor, toperform a portion of the Services.

*Work Product* will have the meaning given tosuch term in Section 8.1.

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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# **Article 2********Retention of the Agent**

## **2.1****          Retentionof Services.**  On the terms andsubject to the conditions hereinafter set forth, Client hereby retains Engineerto perform, and Engineer hereby agrees to perform, the Services.  Engineer will provide such Services solelypursuant to the terms and conditions set forth herein including anyindemnifications and limitations on liability.

# **Article 3****Engineer Responsibilities**

### **3.1****          Services. **Engineer shall perform the Phase I DesignPackage and Phase II Design Package engineering services necessary tofacilitate Client’s completion of the Phase I and Phase II Site work requiredof Client prior to the issuance of a Notice to Proceed pursuant to theDesign-Build Agreement (collectively, the “Services”).

## **3.2****          PhaseI Design Package. (Grading and Drainage).**The Phase I Design Package to beprovided by Engineer shall consist of the engineering and design of the PlantSite and shall include the following drawings:

a)              CoverSheet

b)             PropertyLayout Drawing

c)              Grading,Drainage and Erosion Control Plan Drawing (Multiple Drawings if Required)

*i.**                *Usedfor Land Disturbance Permitting

*ii.**            *Sitegrading is held 6-inches low for topsoil and seeding

d)             RoadwayAlignment Drawing

e)              CulvertCross Sections and Details (Multiple Drawings)

f)                Seedingand Landscaping (If Required)

g)             Geometric layoutdrawing (includes contractor’s trailer, parking and laydown areas)

Plan sets alongwith a Bid Tabulation Sheet will be supplied to the Client so all contractorsbid the same quantities.  A telephoneconference call for a Phase I pre-bid meeting will be provided upon Client’srequest.

**3.3****          Delivery of Phase IDesign Package.  **Engineer shalldeliver the completed Phase I Design Package no later than sixty (60) daysafter the receipt of all the Phase I Owner Deliverables, however, the sixty(60) day time frame provided in this section will commence no sooner than June14, 2007.

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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## **3.4****          PhaseII Design Package. **The Phase IIDesign Package to be provided by Engineer shall provide the engineering anddesign of Site work and utilities for the Plant, all within the property lineof Plant, and shall consist of the following:

a)              CoverSheet

b)             PropertyLayout Drawing

c)              SiteGrading and Drainage Drawing (Final Interior Plant Grading)

d)             RoadwayAlignment

e)              UtilityLayout (Fire Loop)

f)                UtilityLayout (Potable Water)

g)             UtilityLayout (Well Water) if using on-Site wells

h)             UtilityLayout (Sanitary Sewer)

i)                 UtilityLayout (Utility Water Blowdown)

j)                 UtilityLayout (Natural Gas)

*i.**                *FagenEngineering provides a preferred routing through the Site, line size and pipespecifications are typically provided by the gas supplier.

k)              GeometricLayout (For Project Control Verification)

l)                 SiteUtility Piping Tables Drawing

m)           TankFarm Layout Drawing

n)             TankFarm Details Drawing

o)             Sectionsand Details Drawing (If required)

p)             Miscellaneous DetailsDrawing (If required)

A telephoneconference call for a Phase II pre-bid meeting will be provided upon Client’srequest.

**3.5****          Delivery of Phase IIDesign Package. **Engineer shalldeliver the completed Phase II Design Package no later than sixty (60) daysafter the receipt of all Phase II Owner Deliverables, but no earlier than sixty(60) days after delivery of the Phase I Design Package.

**3.6****          Delays. **The Parties agree that Engineer shall notbe responsible for delays in providing the Services under this Agreement due tofactors beyond Engineer’s control.

**3.7****          Utility Routing andDesign Services Limited. **The Partiesagree that Engineer shall provide the routing and design for the utilitiesnecessary for the Plant only within the Plant property line and up to the Plantproperty line, and that, for purposes of this Agreement, Engineer assumes atie-in point to a city utility.  TheParties agree that, if there is no city tie-in point, Engineer will route theutilities to the Plant property line and stop. Any special tie-in requirements necessary to connect the utilities atthe Plant property line are not included in the compensation or the scope ofthis Agreement and shall only be designed and engineered by Engineer as changein the Project which affects the Services hereunder.

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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# **Article 4****Client Responsibilities**

## **4.1****          Client’sRepresentative. **Client shall, priorto the commencement of Services by Engineer, name a representative (“Client’sRepresentative”) with authority to receive information and transmitinstructions for Client.  Client’sRepresentative shall be vested with authority to act on behalf of Client andEngineer shall be entitled to rely on Client’s Representative’s communicationswith regard to the Services.

## **4.2****          Client’sRequirements. **Client shall, prior tothe commencement of Services by Engineer, provide Engineer with Client’srequirements for the Project, including objectives and constraints, design andconstruction standards, bonding and insurance requirements, and contractforms.  Engineer shall be compensated asset forth in Section 5.4 of this Agreement for any and all Client requirementswhich are agreed to by Engineer and incorporated into the Phase I DesignPackage and Phase II Design Package.

**4.3****          Other Information. **Prior to the commencement of Services byEngineer, Client shall provide Engineer with all other information available toClient and pertinent to the Project and the Services including, but not limitedto, all items required pursuant to Exhibit C. The items required by Client pursuant to this Section 4.3 shall befurnished at Client’s expense, and Engineer shall be entitled to rely upon theaccuracy and completeness thereof.

## **4.4****          Accessto Property. ** Priorto the commencement of Services and as necessary during the performance ofServices, Client shall arrange for access by Engineer upon public andprivate property, as required for the performance of the Services under thisAgreement.

## **4.5****          Reviewof Documents.**  As related to theperformance of Services hereunder, Client shall examine documents presented byEngineer, obtain legal and other advice as Client deems appropriate, and renderwritten decisions within reasonable time. The items required by Client pursuant to this Section 4.5 shall befurnished at Client’s expense, and Engineer shall be entitled to rely upon theaccuracy and completeness thereof.

**4.6****          Consents, Approvals, Licensesand Permits. **Prior to thecommencement of Services and as necessary during the performance of theServices, Client shall obtain all consents, approvals, licenses, permits, andother Governmental Approvals necessary for the Project and for the performanceof the Services.  The items required byClient pursuant to this Section 4.6 shall be furnished at Client’s expense, andEngineer shall be entitled to rely upon the accuracy and completeness thereof.

**4.7****          Bids. **Client shall advertise for and open bidswhen scheduled.

**4.8****          Other Services** Clientshall furnish all legal, accounting and insurance counseling services as may benecessary at any time for the Services, including auditing services

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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theClient may require to verify the monthly invoices or to ascertain how or forwhat purposes the Engineer and/or Subcontractors have used the money paid by oron behalf of the Client.

**4.9****          Service Outside Scope ofEngineer’s Services. ** Client shall, at its own expense, as necessaryfor the performance and completions of the Services, provide anyadditional services necessary for the Project that are outside the scope of theServices provided by Engineer under this Agreement.  Engineer shall be entitled to rely upon, asapplicable, the completeness and accuracy of such additional services.

**4.10****        Deviation fromDesign. ** Client shall indemnifyand hold harmless Engineer, its employees, its agents, its affiliates, and anyother persons or entities within its control or for whom Engineer wouldotherwise be responsible (“Engineer Responsible Parties”) against claimsarising out of Engineer’s design, if there has been, in the completion of thePhase I and Phase II Site work required of Client prior to the issuance of aNotice to Proceed pursuant to the Design-Build Agreement, a failure to followEngineer’s recommendation and such deviation or failure caused the claims.

**4.11****        Developments AffectingScope or Timing of Services. **Clientshall promptly notify Engineer, in writing, when Client learns of contractorerror or any development that affects the scope or timing of Engineer’sServices.

**Article5**

**Compensationand Payment**

## **5.1****          Compensation.****  **In****considerationof its performance of the Services, Client shall pay Engineer for Engineer’stime in the performance of the Services at a fixed fee of One HundredEighty-five Thousand Dollars ($185,000.00) (“Fixed Fee”) ascompensation.  The full amount ofcompensation paid by Client under this Section 5.1 shall be included in andcredited to the Design-Build Agreement’s contract price if entered into uponpayment in full by Client.

## **5.2****          Reimbursementof Engineer Expenses. **  Inaddition to the fixed fee in 5.1, Client shall reimburse Engineer forits expenses related to the performance of the Services in accordance withEngineer’s current reimbursable expense schedule attached hereto as Exhibit B.

## **5.3****          Reimbursementof Subcontractor Expenses.**

**5.3.1****      **Subcontractor chargesrelated to time spent in the performance of the Services shall not be marked-upby Engineer.  Client shall reimburseEngineer for costs related to Subcontractors’ time in accordance with theSubcontractors’ invoices for the work.

**5.3.2****      **Subcontractorreimbursable expenses will be marked up in accordance with the currentreimbursable expense schedule attached hereto as Exhibit B.

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**5.4****          Fees for Work OutsideScope of Services. **Fees for all workoutside the scope of Engineer’s responsibilities described in Articles 3 and 4,including change order work and acceptable Client requirements, shall becomputed in accordance with Engineer’s current fee schedules, attached heretoas Exhibits A and B, as such schedules may be revised from time to time, unlessotherwise agreed to in writing.  Any compensationpaid to Engineer pursuant to this Section 5.4 shall not be included in orcredited to the Design-Build Agreement’s contract price.

**5.5****          Collection of UnpaidAmounts. **If any amount due is notpaid in accordance with this Agreement and Engineer must collect that amount,Engineer shall be entitled to recover, in addition to the amount due, the costof collection, including reasonable attorney’s fees in connection with thosecollection efforts.

**5.6****          Reimbursement SchedulesSubject to Change.** Engineer’sreimbursement schedule and reimbursable expense schedule attached hereto asExhibits A and B are subject to change on January 1 of each year.

## **5.7****          Invoices. **Engineer shall submit a monthly invoice (“MonthlyInvoice”) for Services provided and for reimbursable expenses incurred byEngineer and any Subcontractors.

## **5.8****          Payment.**    Within thirty (30) days after Client’sreceipt of each Monthly Invoice, Client shall pay Engineer all amounts due.

## **5.9****          LatePayment and Interest. **If Clientfails to make payment within thirty (30) days after receipt of Monthly Invoice,interest at the maximum legal rate or at an annual rate of 18%, whichever isless, shall accrue.

## **5.10****        Suspensionfor Failure to Pay. **If Client failsto make payment within thirty (30) days after receipt of Monthly Invoice,Engineer may, at its option, after giving seven (7) days’ written notice,suspend Services until all amounts due to Engineer by Client have been paid infull.

**5.11****        Payments from LawfulSources. **Client shall provide forpayment from one or more lawful source of all sums to be paid Engineer.

**5.12****        Withholding Payments. **Engineer’s compensation shall not bereduced on account of any amounts withheld from payment to Subcontractors.

**5.13****        Purchase Orders.**  If Client issues a purchase order orother document to initiate the commencement of Services hereunder, it isexpressly agreed that any terms and conditions appearing thereon shall have noapplication and only the provisions of this Agreement shall apply.

**5.14****        Changes in Project. **If Client requests changes in the Projectwhich affect the Services, compensation for and time of performance of Engineer’sservices shall be adjusted appropriately.

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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# **Article 6****Construction Cost and Cost Estimates**

**6.1****          Cost Estimates**.  Client and Engineer acknowledge that Engineerhas no control over cost of labor, materials, equipment or services furnishedby others, over contractors’ methods of determining prices, or othercompetitive bidding or market conditions and that Engineer’s estimates ofProject construction cost will be made on the basis of its employees’experience and qualifications and will represent Engineer’s employees’ bestjudgment as experienced and qualified professionals, familiar with theconstruction industry.  Engineer does notguarantee that proposal, bids, or actual construction cost will not vary fromits estimates of Project cost and Client acknowledges the same.

# **Article 7****Termination**

**7.1****          Termination Upon  Default. **Either party may terminate this Agreement upon twenty (20) days’written notice if the non-terminating party has defaulted through no fault ofthe terminating party.

**7.2****          Termination UponAbandonment of Plant.** Client mayterminate Engineer’s obligation to provide further services upon twenty (20)days’ written notice if Client abandons development of the Plant.  In such event, all past due amounts for servicesrendered (including Subcontractor’s fees, if any) and any unpaid reimbursableexpenses shall be immediately due and payable by Client.

# **Article 8****Ownership of Work Product**

**8.1****          Work Product. **All tangible items prepared by Engineer,including but not limited to all drawings, specifications, calculations, data,notes and other materials and documents, including electronic data furnished byEngineer to Client and to Subcontractors under this Agreement  (“Work Product”) shall be instrumentsof service, and Engineer  shall retainthe ownership and property interests therein, including the copyrights thereto.

**8.2****          Copies Provided toClient. **Client may retain copies ofWork Product for reference; provided, however, that Client may not make copiesof the Work Product available without Engineer’s written permission, and,granted such permission, may only do so to the extent the use of such copies ofthe Work Product directly pertains to the Services, the Plant, or theconstruction thereof.  Pursuant to Section8.1 of this Agreement, Engineer retains ownership of and property interests inany Work Product made available and/or copied.

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**Portions of this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed with the United States Securitiesand Exchange Commission.*

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**8.3****          Prohibited Use of WorkProduct. **Reuse of the Work Producton any another Project without Engineer’s written consent is prohibited.  Client shall indemnify and hold harmlessEngineer Responsible Parties against claims resulting from such prohibitedreuse.  Said items are not intended to besuitable for completion of this Project by others.

**8.4****          Derogation of Engineer’sRights to Work Product. **Submittal ordistribution of Work Product in connection with the performance and completionof the Services and the construction of the Project does not constitutepublication in derogation of Engineer’s rights and does not in any way diminishEngineer’s Work Product rights established herein.

# **Article 9****Successors and Assigns**

**9.1****          Successors. **The Parties intend that the provisions ofthis Agreement are binding upon the Parties, their employees, agents, heirs,successors and assigns.

**9.2****          Written ConsentRequired. **Neither Party shallassign, sublet, or transfer any interest in this Agreement without writtenconsent of the other; provided, however, that Engineer may employ suchSubcontractors as it may deem appropriate and may transfer or assign anyinterest in this Agreement or the Work Product to Design-Builder without consentof Client.

**9.3****          No Third-PartyBeneficiaries.**  None of theprovisions of this Agreement will be for the benefit of or enforceable by anyperson other than the Parties hereto, their successors and permitted assignsand legal representatives

# **Article 10****Warranty**

**10.1****        No Warranty Extended. **Engineer shall use reasonable care toreflect requirements of all Applicable Laws, rules, or regulations of whichEngineer has knowledge or about which Client specifically advises in writing,which are in effect on the date of this Agreement.  ENGINEER INTENDS TO RENDER SERVICES INACCORDANCE WITH GENERALLY ACCEPTED PROFESSIONAL STANDARDS, BUT NO OTHERWARRANTY IS EXTENDED, EITHER EXPRESS OR IMPLIED, IN CONNECTION WITH SUCH SERVICES.  Client’s rights and remedies in thisAgreement are exclusive.

**10.2****        No Responsibility forConstruction. **Engineer shall not beresponsible for construction of the Plant, contractors’ construction means,methods, techniques, sequences, or procedures, or for contractors’ safetyprecautions and programs, or for contractors’ failure according to contractdocuments.

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**Article 11****Indemnification**

## **11.1****        Engineer’sIndemnification. **To the fullestextent permitted by law, Engineer shall indemnify and hold harmless Client,Client’s officers, directors, partners, employees, and agents from and againstany and all claims for bodily injury and for damage to tangible property causedsolely by the negligent acts or omissions of Engineer or Engineer ResponsibleParties and Engineer’s Engineers in the performance and furnishing of Engineer’sServices under this Agreement.  Anyindemnification shall be limited to the terms and amounts of coverage of theEngineer’s insurance policies.

**11.2****        Client’sIndemnification. **To the fullestextent permitted by law, Client shall indemnify and hold harmless Engineer,Engineer’s officers, directors, partners, employees, and agents and Engineer’sEngineers from and against any and all claims for bodily injury and for damageto tangible property caused solely by the negligent acts of omission of Clientor Client’s officers, directors, partners, employees, agents, and Client’sEngineers with respect to this Agreement or the Project.

**11.3****       ****HazardousMaterials Indemnification**. In addition to the indemnity providedunder this section, and to the fullest extent permitted by law, Client shallindemnify and hold harmless Engineer and its officers, directors, partners,employees, and agents and Engineer’s Engineers from and against all claims,costs, losses, and damages (including but not limited to all fees and chargesof engineers, architects, attorneys, and other professionals and all court orarbitration or other dispute resolution costs) caused by, arising out of, orrelating to the presence, discharge, release, or escape of asbestos, PCBs,petroleum, hazardous waste, or radioactive materials at, on, under, or from theSite.

**Article12**

# **DisputeResolution**

## **12.1****        Arbitration. **In an effort to resolve any conflictsthat arise out of or relate to this Agreement, the Client and the Engineeragree that all disputes shall be submitted first to nonbinding mediation.  The mediation shall be conducted inMinneapolis, Minnesota by a  mutuallyagreeable impartial mediator or, if the Parties cannot so agree, a mediatordesignated by the American Arbitration Association pursuant to its ConstructionIndustry Arbitration Rules and Mediation Procedures.  The mediation will be governed by andconducted pursuant to a mediation agreement negotiated by the Parties or, ifthe Parties cannot so agree, by procedures established by the mediator.  Mediation is a condition precedent toarbitration, unless the Parties agree otherwise.

If mediation does not resolve the conflicts,the controversy shall be decided by final and binding arbitration conducted inMinneapolis, Minnesota in accordance with the Construction Industry ArbitrationRules of the American Arbitration Association then in effect, unless theParties 

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mutually agree otherwise.  A demand for arbitration shall be made withina reasonable time after the dispute has arisen, and in no event shall it bemade after the date when institution of legal or equitable proceedings based onsuch dispute would be barred by the applicable statute of limitations.  The arbitration shall be governed by theFederal Arbitration Act.

The award of the arbitrator(s)shall be final and binding upon the Parties. Judgment may be entered upon it by any court having jurisdictionthereof.

Engineer and Client expresslyagree that any arbitration pursuant to this Section 12.1 may be joined orconsolidated with any arbitration involving any other person or entity (i)necessary to resolve the claim, dispute or controversy, or (ii) substantiallyinvolved in or affected by such claim, dispute or controversy.  Both Engineer and Client will includeappropriate provisions in all contracts they execute with other parties inconnection with the Services to require such joinder or consolidation.

## The prevailingParty in any arbitration, or any other final, binding dispute proceeding uponwhich the Parties may agree, shall be entitled to recover from the other Partyreasonable attorneys’ fees and expenses incurred by the prevailing Party.

# **Article 13****Confidentiality**

## **13.1****        Non-DisclosureObligation.  **Except as required by court order, subpoena, orApplicable Law, neither Party shall disclose to third parties any confidentialor proprietary information regarding the other Party’s business affairs,finances, technology, processes, plans or installations, product information,know-how, design drawings, specifications, inventions, ideas, or otherinformation that is received from Engineer pursuant to this Agreement or theParties’ relationship prior thereto or is developed pursuant to this Agreement,without the express written consent of Engineer, which consent shall not beunreasonably withheld.  The Client shallat all times use their respective reasonable efforts to keep all informationregarding the terms and conditions of this Agreement confidential and shalldisclose such information to third Persons only as reasonably required for thepermitting of the Project; financing the development, construction, ownership,operation and maintenance of the Plant; or as reasonably required by Client forperforming its obligations hereunder and if prior to such disclosure, theClient informs such third Persons of the existence of this confidentialityobligation and only if such third Persons agree to maintain the confidentialityof any information received.  ThisArticle 13 shall not apply to information that was already in the possession ofClient prior to receipt from Engineer, that is now or hereafter becomes a partof the public domain through no fault of the Client, or that corresponds insubstance to information heretofore or hereafter furnished by third partieswithout restriction on disclosure.

## **13.2****        Publicityand Advertising.**  Client shall makeor permit any of its subcontractors, agents, or vendors to make any external announcementor publication, release 

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## any photographs or information concerning the Project or any partthereof, or make any other type of communication to any member of the public,press, business entity, or any official body which names the Engineer unlessprior written consent is obtained from the Engineer, which consent shall not beunreasonably withheld.

## **13.3****        Termof Obligation.**  The confidentialityobligations of the Parties pursuant to this Article 13 shall survive for aperiod five (5) years following the later to occur of termination of thisAgreement or completion of the Plant.

# **Article 14****Miscellaneous**

## **14.1****       ****Governing Law****. **This Agreement shall be governedby and construed and enforced in accordance with, the substantive laws of thestate of Minnesota, without regard to the conflict of laws provisions thereof.

## **14.2****       ****Severability****.** If any provision or any part of a provision ofthe Agreement shall be finally determined to be superseded, invalid, illegal,or otherwise unenforceable pursuant to any applicable Legal Requirements, suchdetermination shall not impair or otherwise affect the validity, legality, orenforceability of the remaining provision or parts of the provision of theAgreement, which shall remain in full force and effect as if the unenforceableprovision or part were deleted.

## **14.3****       ****No Waiver****. **The failure of either Engineer orClient to insist, in any one or more instances, on the performance of any ofthe obligations required by the other under this Agreement shall not beconstrued as a waiver or relinquishment of such obligation or right withrespect to future performance.

## **14.4****        Captionsand****Headings****. **The table ofcontents and the headings used in this Agreement are for ease of reference onlyand shall not in any way be construed to limit, define, extend, describe,alter, or otherwise affect the scope or the meaning of any provision of thisAgreement.

**14.5****        Engineer’s AccountingRecords.**  Records of Engineer’spersonnel time, reimbursable expenses, and accounts between parties shall bemaintained on a generally recognized accounting basis.

## **14.6****        Counterparts.**  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original and all of whichtogether shall be deemed one and the same Agreement, and may be executed anddelivered by facsimile signature, which shall be considered an original.

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## **14.7****       ****Survival. **Notwithstanding any provisions herein tothe contrary, the Work Product provisions set forth in Article 8 and theindemnity obligations set forth herein shall survive (in full force) theexpiration or termination of this Agreement, and shall continue to apply to theParties to this Agreement even after termination of this Agreement or thetransfer of such Party’s interest in this Agreement.

## **14.8****       ****No Privity with Client’s Contractors****.**  Nothing in thisAgreement is intended or deemed to create any legal or contractual relationshipbetween Engineer and any Client contractor or subcontractor retained to performthe Phase I and Phase II Site work required of Client prior to the issuance ofa Notice to Proceed pursuant to the Design-Build Agreement.

## **14.9****       ****Amendments****. **This Agreement may not be changed,altered, or amended in any way except in writing signed by a duly authorizedrepresentative of each Party.

## **14.10****     ****Entire Agreement****.**  This Agreement consists of the terms andconditions set forth herein, as well as the Exhibits hereto, which areincorporated by reference herein and made a part hereof.  This Agreement sets forth the full andcomplete understanding of the Parties as of the Effective Date with respect tothe subject matter hereof.

## **14.11****     ****Notice****. **Whenever the Agreement requiresthat notice be provided to a Party, notice shall be delivered in writing tosuch party at the address listed below. Notice will be deemed to have been validly given if delivered (i) inperson to the individual intended to receive such notice, (ii) by registered orby certified mail, postage prepaid to the address indicated in the Agreementwithin four (4) days after being sent, or (iii) by facsimile, by the timestated in a machine-generated confirmation that notice was received at thefacsimile number of the intended recipient.

If to Engineer, to:

Fagen Engineering LLC

501 W. Highway 212P. O. Box 159Granite Falls, MN  56241Attention: Terrin TorvikFax:  (320) 564-4861

with a copy to:

Fagen, Inc.501 W. Highway 212P. O. Box 159Granite Falls, MN  56241Attention: Bruce LangsethFax:  (320) 564-3278

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If to Client, to:

Akron Riverview CornProcessors, LLC

4808 F Avenue

Marcus, IA  51035

Attention: Steve Roe

Fax: (712) 376-2815

## **14.12****      Extentof Agreement.**  This Agreement and theExhibits incorporated therein represent the entire agreement between theParties and may be amended only by written instrument signed by both Parties.

**14.13****      Subrogation Waiver.**  The Parties waive all rights against eachother, and against the contractors, Engineers, agents, and employees of theother for damages covered by any property insurance during construction, andeach shall require similar waivers from their contractors, Engineers, andagents.

[THE NEXT PAGE ISTHE SIGNATURE PAGE]

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**INWITNESS WHEREOF**, the Parties hereto have caused their namesto be hereunto subscribed by their officers thereunto duly authorized,intending thereby that this Agreement shall be effective as of this March 14,2007.
| **CLIENT:**                           |     | **ENGINEER:**              |
|---------------------------------------|----------|----------------------------|
|                                  |     |                       |
| Akron Riverview Corn  Processors, LLC |     | Fagen Engineering, LLC     |
| *(Name  of Owner)*                    | * * | *(Name of Design-Builder)* |
|                                  |     |                       |
| /s/ Stephen G.  Roe                   |     | /s/ Terrin B. Torvik       |
| *(Signature)*                         | * * | *(Signature)*              |
|                                  |     |                       |
| Stephen G. Roe                        |     | Terrin B. Torvik           |
| *(Printed  Name)*                     | * * | *(Printed Name)*           |
|                                  |     |                       |
| President                             |     | Senior Vice President      |
| *(Title)*                             | * * | *(Title)*                  |
|                                  |     |                       |
| Date:                                 | 3/19/07  |                       | Date | :3/21/07 |
|                                       |          |                            |  |  |

 

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**EXHIBITA**

**ReimbursementSchedule**

**FAGENENGINEERING LLC**

**FeeSchedule FY 2007**

**CONFIDENTIAL**
| TYPICAL ASSIGNMENT                   | ** ** | **BILLING CLASS** | ** ** | **BILLING RATE** |
|--------------------------------------|------------|-------------------|------------|------------------|
| Clerical / CADD  Operator            |       | 1                 |       | [*]              |
| Clerical / CADD  Operator            |       | 2                 |       | [*]              |
| CADD Operator /  Designer            |       | 3                 |       | [*]              |
| CADD Operator /  Designer / Engineer |       | 4                 |       | [*]              |
| Designer /  Engineer / PM            |       | 5                 |       | [*]              |
| Engineer /  Senior Engineer / PM     |       | 6                 |       | [*]              |
| Senior Engineer  / PM                |       | 7                 |       | [*]              |
| Senior Engineer  / PM                |       | 8                 |       | [*]              |
| Senior Engineer  / PM / Principal    |       | 9                 |       | [*]              |
| PM / Principal                       |       | 10                |       | [*]              |
| Principal                            |       | 11                |       | [*]              |
| Principal                            |       | 12                |       | [*]              |
| Principal                            |       | 13                |       | [*]              |

 

**Subjectto Revision January 1, 2008**

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**EXHIBITB**

**ReimbursableExpense Schedule**

**Fagen Engineering LLC**

**ReimbursableExpense Billing Schedule**

**EffectiveJanuary 1, 2007**

**CONFIDENTIAL**
| Expense Code | ** ** | **Expense  Description**                   | ** ** | **Billing Rate** |
|--------------|------------|--------------------------------------------|------------|------------------|
|         |       |                                       |       | [*]              |
| BCA          |       | Blackline Print Copy — A              |       | [*]              |
| BCB          |       | Blackline Print Copy — B              |       | [*]              |
| BCC          |       | Blackline Print Copy — C              |       | [*]              |
| BCD          |       | Blackline Print Copy — D              |       | [*]              |
| BCE          |       | Blackline Print Copy — E              |       | [*]              |
| BOA          |       | Paper Print Original — A              |       | [*]              |
| BOB          |       | Paper Print Original — B              |       | [*]              |
| BOC          |       | Paper Print Original — C              |       | [*]              |
| BOD          |       | Paper Print Original — D              |       | [*]              |
| BOE          |       | Paper Print Original — E              |       | [*]              |
| DISK         |       | Floppy Disk 31⁄2”/ea               |       | [*]              |
| FAX          |       | Fax Machine Usage/Page                     |       | [*]              |
| LD           |       | Long Distance Phone Calls                  |       | [*]              |
| LODGING      |       | Lodging                                    |       | [*]              |
| MEALS        |       | Meal Expense                               |       | [*]              |
| MILEAGE      |       | Mileage/Mile                               |       | [*]              |
| PC1          |       | Photocopies 81⁄2x11 (<100)/ea        |       | [*]              |
| PC2          |       | Photocopies 11x17/ea                       |       | [*]              |
| PC3          |       | Photocopies 8(1/2)x11 (>100)/ea         |       | [*]              |
| PO           |       | Postage                                    |       | [*]              |
| PROSVC       |       | Outside Professional Services              |       | [*]              |
| PROSVCEXP    |       | Outside Professional Services Expenses     |       | [*]              |
| FLM          |       | Film & Developing                      |       | [*]              |
| SPECCOV      |       | Specification Book - Cover & Binder/ea |       | [*]              |
| TRANS        |       | Transportation                             |       | [*]              |
| UPS          |       | Delivery Service Charges                   |       | [*]              |
| VELLUM       |       | Original Print/square foot                 |       | [*]              |
|         |       |                                       |       | [*]              |

 

**Subjectto Revision January 1, 2008**

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**EXHIBIT C**

**Client’sDeliverable Site Obligations**

**PhaseI Deliverables**

Priorto Engineer’s commencement of the Phase I Design Package work, the Client shallprovide Engineer with the following Phase I Deliverables:

1.               Alegal description of the Site

2.               Temporaryand permanent easements, zoning, and other requirements and encumbrancesaffecting land use or necessary to permit the proper design and construction ofthe Project and enable Design-Builder to perform the Work

3.               Tothe extent available, as-built and record drawings of any existing structuresat the Site

4.               Environmentalstudies, reports and impact statements describing the environmental conditions,including Hazardous Conditions, in existence at the Site

5.               TopographicSurvey to one (1) foot contours including property boundaries and at least two(2) benchmarks including existing service and utility lines.

6.               Anyspecial sizing or other requirements for ethanol storage tank farm.

7.               Preliminaryapproval from Client’s Rail service provider of rail design as prepared byClient’s Rail Designer.

8.               Preliminarylocation and design of administration building.

9.               Client’swritten approval of final site layout including rail design and environmentalpermitting emission points.

10.         Soilborings logs for all soil borings complete at Engineer’s specified locations.

11.         GeotechnicalReport regarding subsurface conditions with Client’s Geotechnical Engineer’srecommendations from Engineer approved Geotechnical Engineer (Terracon ispreferred) including soil borings, and any other surveys or informationavailable describing other latent or concealed physical conditions at the Site.

12.         Review,comment, and written approval of Client’s air permit application.

13.         Owneris required to provide approval of and understand the cost implications of thesoil stabilization and foundation systems required for the project.  This approval will be based on therecommendations of the geotechnical and structural engineers.

14.         Locationand form for delivery of temporary electrical service.

15.         On-sitelocation for Storm Water discharge.

16.         PreliminaryNPDES discharge location for water discharges from utility dischargesincluding, but not limited to the water pre-treatment system, water softeners,and cooling tower blowdown.

17.         Finalindication of source, analysis, and location of Client’s water supply.

18.         Client’srisk insurance provider’s specific requirements for fire protection or approvalto design fire protection to Liberty Insurance standards.

19.         Construction of a linedsettling pond with wetland discharge for receiving the ethanol plant non-contactwaste streams and filter backwash (if applicable) is required.  Provide verification that an application fora permit to construct the settling pond has been applied 

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for.  The approval process can take in excess of 6months.  Pond construction cannot beginuntil receipt of permit.

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**PhaseII Deliverables**

Priorto Engineer’s commencement of the Phase II Design Package work, the Clientshall provide Engineer with the following Phase II Deliverables:

1.               Off-siteutility tie-in locations at or near the property lines (this includes, but isnot limited to, gas supply, electrical supply, water supply if no on-sitewells, on-site or off-site sanitary sewer)

2.               FinalNPDES discharge location for Utility Water Blowdown.

3.               Aninsurance provider to allow the proper positioning and number of requiredhydrants and hydrants with monitors.

4.               Writtenapproval of final rail design from the Client’s rail service provider.

5.               Finallocation and design (general arrangement) of the Client’s administrationbuilding.

6.               Owneris to execute side-letter agreements with Design-Builder as necessary for thedesign and construction of a water pre-treatment as outlined in Exhibit C ofthe Design/Build Contract.

7.               Design and locationof sanitary sewer discharge point of septic system.

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