Exhibit 10.7


 


AGREEMENT


BETWEEN


ANAMAX ENERGY SERVICES, INC.


AND


BIOSOURCE AMERICA, INC.


 


 


This Agreement has been
prepared for use with the Standard General Conditions of the Contract Between
Owner and Design/Builder.  Their provisions are interrelated and a
change in one may necessitate a change in the other.


 


 


Confidential and Proprietary Information


 


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AGREEMENT


BETWEEN
OWNER AND DESIGN/BUILDER


 


THIS AGREEMENT is by and between ANAMAX ENERGY SERVICES, INC. (Owner)
of 2099 Shawano Avenue, Green Bay, Wisconsin 54303 and BIOSOURCE AMERICA, INC.
(Design/Builder) of The Riviana Building, 2777 Allen Parkway, Suite 800,
Houston, Texas 77019.  The Effective Date
of this Agreement is December 28, 2005.


 


Owner and Design/Builder, in consideration of the mutual covenants
hereinafter set forth, agree as follows:


 


ARTICLE 1 –
THE WORK


 


1.01        The Owner has determined to construct a
biodiesel processing facility in DeForest, Wisconsin and has elected to
construct the tank farm, yard piping, product handling, process building, site
development and fuel handling infrastructure utilizing their own resources and
to retain the services of the Design/Builder to design, install and commission
the process equipment portion only.  The
Owner has requested that the Design/Builder provide design requirements for the
Owner-furnished components and the Owner will be responsible for the final
design, permitting and construction of the tank farm, yard piping, product
handling, process building, site development and fuel handling infrastructure.


 


1.02        The Owner has required the Design/Builder to
assume responsibility for the entire “turn-key” delivery of the process
equipment only.  As a result of this
requirement, the Design/Builder will be contractually responsible to complete
all Work required to design, fabricate, install, and commission all of the
actual process equipment required to complete the transformation of feedstocks
into methyl esters and glycerin. 
Additionally the Design/Builder will be responsible for the vacuum
system, thermal fluids system, cooling water towers, nitrogen storage and the
plant air compressor systems.


 


1.03        More
specifically, Design/Builder shall complete all Work as specified or indicated
in the Contract Scope of Work attached as Exhibit A to this Agreement and dated
December 28, 2005.  The Work is generally
described as follows:


 


A.           Project
Management – provide programmatic oversight to aid in the execution of the
Project, provide a communication link with the Owner and provide direction and
guidance to subcontractors during the execution of the Project.


 


B.           Professional
Design Services – provide professional engineering process development and
design phase services to develop and assemble fabrication drawings, equipment
specifications and Project requirements as well as provide construction phase
professional support services.


 


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C.           Fabrication
and Installation – provide procurement, purchasing, fabrication and construction
services for the creation, assembly and installation of various process
equipment, piping, wiring, instrumentation and controls, and other various
mechanical, structural, and electrical construction services.


 


D.           Plant
Commissioning and Startup – provide professional services to direct and oversee
the commissioning and startup of the various Plant process units as well as
their integrated process operations and operate the Plant during an initial
startup period until the various process warranties and Owner’s objectives are
met.


 


E.            Training
and Technical Support – provide training to the Owner’s selected operators
during the commissioning and startup phase.


 


ARTICLE 2 –
THE PROJECT


 


2.01
       The Project for which the
Work under the Contract Documents may be the whole or only a part is generally
described as follows:


 


ANAMAX ENERGY SERVICES, INC. has contracted the services of BIOSOURCE
AMERICA, INC. under this Agreement to design, build, deliver, startup and
commission the process equipment and technology package which forms the primary
part of a biodiesel production facility to be located in the Village of
DeForest, Wisconsin (the “Project”). 
This biodiesel production facility (the “Plant”), and the process
equipment and technology package for which Design/Builder will be responsible,
will utilize a variety of feedstocks for conversion to fuel quality methyl
esters and a co-product glycerin.


 


The Plant must be a continuous process capable of producing 20-million
gallons per year of 100% biodiesel (“B100”) and glycerin co-products.   The Plant will be adjacent to an existing
grease collection facility and be operated by Owner or an affiliated company.


 


ARTICLE 3 –
CONTRACT TIMES


 


3.01        Time of the Essence


 


All time limits for Milestones, if any,
Substantial Completion, and completion and readiness for final payment as
stated in the Contract Documents are of the essence.


 


3.02        Days to Achieve Substantial Completion and Final
Payment


 


The Work is targeted for Substantial
Completion as defined in Article 13.05 of the Standard General Conditions
within 300 calendar days of
the Effective Date of this Agreement and is to be completed and ready for final
payment in accordance with paragraph 13.08 of the Standard General Conditions
within 45 calendar days
after the date of Substantial Completion.


 


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3.03        Definition
of Substantial Completion


 


Design/Builder and Owner have agreed to the
following standards as a measure of the Project’s Substantial Completion and
acceptance. Articles 1.01.43 and 13.05 of the General Conditions shall be
amended to include the following elements to define Substantial Completion:


 


3.03.01          Feedstock Specification Requirements


 


The design standard and benchmark for process warranties including
product quality, throughput and yield shall be a variable lipid feedstock with
20% free fatty acid (“FFA”), 70%
triacylglycerol lipid feedstock with a MIU
content not to exceed 2.5%.


 


3.03.02          Product
Specifications


 


To achieve Substantial Completion, the Project must demonstrate that
the final biodiesel product shall be in conformance with ASTM D 6751-03 Grade
S15.


 


To achieve Substantial Completion, the Project must demonstrate that the final Glycerin
will meet 95% purity.


 


3.03.03          Process
Throughput


 


To achieve Substantial Completion, the Project must demonstrate that
the plant must be a continuous process capable of producing 20-million gallons
per year of acceptable biodiesel.  The
plant will be designed to operate as a continuous process based on a 24-hour
day, 350-day per year operation.  The
process warranty will be for 2,400 gallons per hour as measured in the transfer
line to the final biodiesel inventory tankage.


 


3.03.04          Product Yield


 


Yield shall be defined as pounds of feedstock as defined in Article
3.03.01 required to yield one U.S gallon of ASTM D 6751-03 quality biodiesel as
measured during steady state operating conditions.  To achieve Substantial Completion, the
Project must demonstrate that the plant can achieve the minimum yield of no less than one gallon of acceptable biodiesel per 8.51
pounds of feedstock.


 


ARTICLE 4 –
CONTRACT PRICE


 


4.01        Scope


 


The Contract Price is the cost of the Work to
Owner for the Design/Builder to design and construct the Project.  The Contract Price is limited to Design
Professional Services and Construction to be furnished by Design/Builder, and
does not include costs of items not provided by Design/Builder including but
not limited to cost of land and rights of way, compensation for damages to
properties, interest and financing charges, and charges for services to be
provided to


 


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Owner by others not covered by this
Agreement, as set forth in Exhibit A. 
Owner shall pay Design/Builder for completion of the Work in accordance
with the Contract Documents an amount equal to the Contract Price.


 


4.02        Contract
Price


 


The Contract Price for the Work to be performed and provided by the
Design/Builder for the Project under this Agreement and Contract Documents is Thirteen
million two hundred fifty thousand dollars ($13,250,000).


 


ARTICLE 5 –
CHANGES IN CONTRACT PRICE


 


5.01        The
amount of any increases or decreases in the Contract Price which results from a
Change Order shall be set forth in the applicable Change Order subject to the
following:


 


1.     In the case of net additions
in the Work, the amount of any increase in the Contract Price shall be
determined in accordance with paragraph 11.01 of the Standard General
Conditions.


 


2.     In the case of net deletions
in the Work, the amount of any such decrease shall be determined in accordance
with paragraph 11.01 of the Standard General Conditions, and any Contract Price
shall be reduced by mutual agreement.


 


ARTICLE 6 –
PAYMENT PROCEDURES


 


6.01        Submittal and Processing of Payments


 


A.           Design/Builder
shall submit, and Owner will process, Applications for Payment in accordance
with Article 13 of the Standard General Conditions and the Schedule of Values
of the Standard General Conditions and shown in Exhibit B dated December 28, 2005
to this Agreement.  Applications for
Payment will indicate the amount of the Contract Price then payable.


 


6.02        Progress Payments


 


A.           Owner
shall make progress payments on account of the Contract Price on the basis of
Design/Builder’s Applications for Payment that are to be submitted in
accordance with the Schedule of Values – Exhibit B dated December 28, 2005 to
this Agreement.


 


6.03        Final
Payment


 


Upon final
completion and acceptance of the Work in accordance with paragraph 13.08 of the


Standard General
Conditions, Owner shall pay the remainder of the Contract Price.


 


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6.04        Lien Waivers


 


In lieu of providing the
required Performance and Payment bonds provided under this Agreement and as
defined in Article 2.01 of the Standard General Conditions of the Contract
Between Owner and Design/Builder, the Design Builder shall be responsible for
the following:


 


A.           Design/Builder shall secure and provide lien
releases from each of the respective vendors utilized in the completion of the
Work and provide both the individual lien releases as well as a Final Affidavit
of Lien Release to the Owner prior to making application for Final Payment in
accordance with Articles 13.08.1, 2 and 3 of the Standard General Conditions.


 


B.           Beginning with the second Application for Payment, each Application
shall include an affidavit of Design/Builder stating that all previous progress
payments received on account of the Work have been applied on account to
discharge Design/Builder’s legitimate obligations associated with prior
Applications for Payment.


 


ARTICLE 7 –
INTEREST


 


7.01        All
moneys not paid when due as provided in Article 13 of the Standard General
Conditions shall bear interest at the rate of 1-1/2% percent per month.


 


ARTICLE 8 -
REPRESENTATIONS


 


8.01        Design/Builder’s
Representations.


 


To induce Owner to enter into this Agreement, Design/Builder makes the
following representations:


 


A.           Design/Builder
has examined and carefully studied the Contract Documents listed in paragraphs
13.01.A - D of this Agreement.


 


B.           Design/Builder
has visited the Site and become familiar with and is satisfied as to the
general, local, and Site conditions that may affect cost, progress, and
performance of the Work.


 


C.           Design/Builder
is familiar with and is satisfied as to all federal, state, and local Laws and
Regulations that may affect cost, progress, and performance of the Work.


 


D.           Design/Builder
is aware of the general nature of work to be performed by Owner and others at
the Site that relates to the Work.


 


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E.            Design/Builder
has correlated the information known to Design/Builder, information and
observations obtained from visits to the Site, reports and drawings identified
in the Contract Documents, and all additional examinations, investigations,
explorations, tests, studies and data with the Contract Documents.


 


F.            Design/Builder
has given Owner written notice of all conflicts, errors, ambiguities, or
discrepancies that Design/Builder has discovered in the Contract Documents and
the written resolution thereof by Owner is acceptable to Design/Builder.


 


G.           The
Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance and furnishing of the
Work.


 


8.02        Owner’s
Representations.


 


Owner
makes the following representations:


 


A.           Owner will secure a Site zoned for industrial use with minimum
dimensions of 300 feet by 400 feet with road access, water, sewage, electric,
and natural gas utilities.


 


B.           Owner will secure or prepare a Site with soil capable of supporting a
minimum of 850 pounds per square foot or Owner will pay additional costs for
foundations.


 


C.           The Site will be free of hazardous waste or Owner will pay the costs of
any required environmental remediation.


 


D.           Owner
will provide Design/Builder with all criteria and full information as to Owner’s
requirements for the Project, including design objectives and constraints,
space, capacity and performance requirements, flexibility and expandability,
and any budgetary limitations.


 


E.            Owner
will furnish copies of all design and construction standards which Owner will
require to be included in the Contract Documents.


 


F.            Owner
will furnish to Design/Builder any other available information pertinent to the
Project including reports and data relative to previous designs, or
investigation at or adjacent to the Site.


 


G.           Following
Design/Builder’s assessment of initially available Project information and
data, upon Design/Builder’s request, furnish or otherwise make available such
additional Project-related information and data as is reasonably required to
enable Design/Builder to complete its Services. 
Such additional information or data would generally include the
following:


 


1.              Property
descriptions;


 


2.              Zoning,
deed, and other land use restrictions;


 


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3.              Property,
boundary, easement, right-of-way, and other special engineering surveys or
data, including establishing relevant reference points for design and
construction which in Owner’s judgment are necessary to enable Design/Builder
to proceed with the Work;


 


4.              Data
prepared by or services of others, including without limitation explorations
and tests of subsurface conditions at or contiguous to the Site, drawings of
physical conditions in or relating to existing surface or subsurface structures
at or contiguous to the Site, or hydrographic surveys, with appropriate
professional interpretation thereof;


 


5.              Environmental
assessments, audits, investigations, and impact statements, and other relevant
environmental or cultural studies as to the Project, the Site, and adjacent
areas; and


 


6.              Data
or consultations as required for the Project but not otherwise identified in
the Agreement or the Exhibits thereto.


 


H.           Owner
will give prompt written notice to Design/Builder whenever Owner observes or
otherwise becomes aware of any development that affects the scope or time of
performance or furnishing of Design/Builder’s services, or any defect or nonconformance
in Design/Builder’s services.


 


I.             Owner
will arrange for safe access to and make all provisions for Design/Builder and
Design/Builder’s subcontractors to enter upon public and private property as
may reasonably be required for Design/Builder to perform services under the
Agreement.


 


J.            Owner
will examine all alternate solutions, studies, reports, sketches, drawings,
specifications, proposals, and other documents presented by Design/Builder
(including obtaining advice of an attorney, insurance counselor, and other
consultants as Owner deems appropriate with respect to such examination) and
render decisions pertaining thereto within a reasonable time after receipt of
documents.


 


K.           Owner will obtain
reviews, approvals, and permits as well as being responsible for payment for
such permits from all governmental authorities having jurisdiction over the
Project or from such others as may be necessary for completion of each Phase of
the services in this Agreement.


 


L.            Owner
will provide accounting, bond, financial advisory, legal and insurance
counseling services for the Project as needed by Owner, or as Design/Builder
reasonably requests.


 


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ARTICLE 9 -
PROCESS WARRANTIES


 


9.01        Design
Standard and Benchmark


 


The
feedstock for the biodiesel synthesis process will be variable lipid feedstocks
with a Free Fatty Acid content of up to 20% with an Moisture Impurities
Unsaponifiables (“MIU”) concentration not to exceed 2.5% by mass.   The design standard and benchmark of
feedstock on which the below process warranties are based shall be a 20% FFA,
70% triacylglycerol lipid with the MIU content to not exceed 2.5% by mass.


 


9.02        Product
Yield Warranty


 


Biodiesel
yield shall be defined as pounds of feedstock as defined in Article 9.01
required to produce one U.S. gallon of ASTM D 6751-03 Grade S15 quality
biodiesel as measured during steady state operating conditions.  The Plant will yield no less than one gallon
of acceptable biodiesel per 8.51 pounds of feedstock (the “Product Yield
Warranty”).


 


During
Plant commissioning and before Substantial Completion, if the measured yield
fails to meet the Product Yield Warranty, the Design/Builder will invest in and
install additional capital equipment into the Plant and/or take other steps as
necessary to achieve the Product Yield Warranty at no charge to Owner.


 


9.03        Product
Specification Warranties


 


The
B100 Biodiesel shall conform to the standards in the following Table 1 (the “Biodiesel
Product Warranty”).   The glycerin co-product
will meet 95% purity (the “Glycerin Product Warranty”).


 


TABLE
1:  ASTM-D-6751-03 (Grade S15) Biodiesel
Standards


 


	
   

  	
   

  	
   

  	
   

  	
  Current

  	
   

  	
   

  
	
  Property

  	
   

  	
  Test Method

  	
   

  	
  Limits

  	
   

  	
  Units

  
	
  Flash Point (closed cup)

  	
   

  	
  ASTM D 93

  	
   

  	
  130.0 min

  	
   

  	
  oC

  
	
  Water and Sediment

  	
   

  	
  ASTM D 2709

  	
   

  	
  0.050 max

  	
   

  	
  % volume

  
	
  Kinematic Viscosity, 40 oC

  	
   

  	
  ASTM D 445

  	
   

  	
  1.9 - 6.0

  	
   

  	
  mm 2/s

  
	
  Sulfated Ash

  	
   

  	
  ASTM D 874

  	
   

  	
  0.020 max

  	
   

  	
  % mass

  
	
  Sulfur

  	
   

  	
  ASTM D 5453

  	
   

  	
  0.0015 max

  	
   

  	
  % mass

  
	
  Copper Strip Corrosion

  	
   

  	
  ASTM D 130

  	
   

  	
  No. 3 max

  	
   

  	
   

  
	
  Cetane Number

  	
   

  	
  ASTM D 613

  	
   

  	
  47 min

  	
   

  	
   

  
	
  Cloud Point

  	
   

  	
  ASTM D 2500

  	
   

  	
  Report

  	
   

  	
  oC

  
	
  Carbon Residue

  	
   

  	
  ASTM D 4530

  	
   

  	
  0.050 max

  	
   

  	
  % mass

  
	
  Acid Number

  	
   

  	
  ASTM D 664

  	
   

  	
  0.80 max

  	
   

  	
  mg KOH/g

  
	
  Free Glycerin

  	
   

  	
  ASTM D 6584

  	
   

  	
  0.02 max

  	
   

  	
  % mass

  
	
  Total Glycerin

  	
   

  	
  ASTM D 6584

  	
   

  	
  0.24 max

  	
   

  	
  % mass

  
	
  Phosphorous Content

  	
   

  	
  ASTM D 4951

  	
   

  	
  0.001 max

  	
   

  	
  % mass

  
	
  Distillation Temperature, AET, 90%

  	
   

  	
  ASTM D 1160

  	
   

  	
  360 max

  	
   

  	
  oC

  



 


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During
Plant commissioning and before Substantial Completion, finished samples of
biodiesel will be sent to an independent laboratory for testing in accordance
with Table 1.  If three consecutive
samples, taken over a period of not less than two consecutive weeks, fails to
meet the Biodiesel Product Warranty, the Design/Builder will invest in and
install additional capital equipment into the Plant and/or take other steps as
necessary to achieve the Biodiesel Product Warranty at no charge to Owner.


 


During
Plant commissioning and before Substantial Completion, finished samples of
glycerin will be sent to an independent laboratory for testing for a minimum
purity of 95%.  If three consecutive
samples, taken over a period of not less than two consecutive weeks, fails to
meet the Glycerin Product Warranty, the Design/Builder will invest in and
install additional capital equipment into the Plant and/or take other steps as
necessary to achieve the Glycerin Product Warranty at no charge to Owner.


 


9.04        Process
Throughput Warranty


 


The
Plant must be a continuous process capable of producing 20 million gallons per
year of acceptable biodiesel.  The Plant
will be designed to operate as a continuous process based on a 24-hour day,
350-day per year operation.  The process
throughput requirement will be 2,400 gallons per hour as measured in the
transfer line to the final B100 inventory tankage (the “Process Throughput
Warranty”).


 


During
Plant commissioning and before Substantial Completion, if the flow rate is less
than 2,400 gallons of acceptable biodiesel per hour, Design/Builder will invest
in and install additional capital equipment and/or take other steps as
necessary to achieve the Process Throughput Warranty at no charge to Owner.


 


ARTICLE 10 –
WARRANTY PERIODS


 


All warranties provided for in Articles 9.02, 9.03 and 9.04 and
associated damages as defined in Articles 11.01, 11.02 and 11.03 shall be
required to be satisfied prior to the issuance of a certificate of Substantial
Completion and shall extend for a period of 90 days after the date of
Substantial Completion.


 


ARTICLE 11 –
DAMAGES FOR FAILURE TO MEET PROCESS WARRANTIES


 


11.01 Damages for Failure to Meet Product
Yield Warranty


 


If,
after the date of Substantial Completion, the product yield of the Plant fails
to meet the Product Yield Warranty, Design/Builder shall reimburse the Owner
for the cost of the amount of the additional feedstock (i.e., above 8.51 pounds
per gallon) which was required to produce one gallon of biodiesel until such
time as the Product Yield Warranty is satisfied.


 


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11.02      Damages
for Failure to Meet Product Warranties


 


If,
after the date of Substantial Completion,, the biodiesel produced fails to meet
the Biodiesel Product Warranty, the Design/Builder shall pay Owner, until such
time as the Biodiesel Product Warranty is satisfied, damages in the amount of
the lost revenue, defined as the difference between the amount of money that
Owner could have reasonably sold biodiesel that met the Biodiesel Product
Warranty compared to the amount of money Owner was able to sell the biodiesel
that failed to meet the Biodiesel Product Warranty.


 


If,
after date of Substantial Completion, the glycerin produced fails to meet the
Glycerin Product Warranty, the Design/Builder shall pay Owner, until such time
as the Glycerin Product Warranty is satisfied, damages in the amount of the
lost revenue, defined as the difference between the amount that Owner could
have reasonably sold glycerin that met the Glycerin Product Warranty compared
to the amount Owner was able to sell the glycerin that failed to meet the
Glycerin Product Warranty.


 


11.03      Damages
for Failure to Meet Process Throughput Warranty


 


If,
after the date of Substantial Completion, the Plant throughput fails to meet
the Process Throughput Warranty, but where the Plant remains operating (i.e.,
throughput is greater than zero gallons per hour), the Design/Builder will pay
Owner, until such time as the Throughput Warranty is satisfied, 20% of the
average price that Owner can reasonably sell biodiesel at, multiplied by the
difference between the Process Throughput Warranty amount (2,400 gallons per
hour) and the actual process throughput, and the number of hours of operation
below the Process Throughput Warranty.


 


If,
after the date of Substantial Completion, the Plant fails to be operational
(i.e., throughput is zero gallons per hour), the Design/Builder will pay Owner,
until such time as the Throughput Warranty is satisfied, 20% of the average
price that Owner can reasonably sell biodiesel at, multiplied by 2,400 gallons
per hour, and by 24 hours per day.   
Damages for failure to meet the Biodiesel Product Warranty, Glycerin
Product Warranty, and Product Yield Warranty will not be assessed if, after the
date of Substantial Completion, the Plant fails to be operational (i.e.,
throughput is zero gallons per hour).  Damages for failure to meet the
Biodiesel Product Warranty (11.02), Glycerin Product Warranty (11.02), and
Product Yield Warranty (11.01) will be assessed if, after the date of
Substantial Completion, throughput is greater than zero gallons per hour.


 


11.04      Cap
on Damages


 


Total
cumulative damages for failing to meet the warranties discussed above shall not
exceed $2,500,000.


 


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ARTICLE 12 –
TECHNICAL SUPPORT


 


12.01      Technical
Support


 


Design/Builder will provide technical support services at the option of
the Owner.  If Owner desires to have
technical support via 24 hour telephone access and periodic updates to control
system architecture, programmable ladder logic, process condition set points,
operating values and service updates for the Biodiesel Plant, Owner shall make
an annual payment of $25,000 per year payable within 30 days at the beginning
of each year unless the parties agree on some other mutually acceptable
technical support arrangement.


 


12.02      On-Site
Support


 


Design/Builder can provide on-site technical support, plant visits,
and/or process audits at Owner’s requests. 
These services will be billed by Design/Builder to Owner for a rate of
$1000 per day including travel time plus expenses for travel, lodging and per
diem unless the parties agree on some other mutually acceptable technical
support arrangement.


 


ARTICLE 13 –
CONTRACT DOCUMENTS


 


13.01      The Contract Documents
consist of the following:


 


A.           This
Agreement;


B.           Standard
General Conditions of the Contract Between Owner and Design/Builder;


C.           Exhibits
A through B to this Agreement;


D.           The
following, which may be delivered, prepared, or issued after the Effective Date
of this Agreement and are not attached hereto:


 


1.              Notice to
Proceed;


2.              All Work Change
Directives and Change Orders amending, modifying or supplementing the Contract
Documents pursuant to paragraph 3.04.A of the Standard General Conditions;


3.              Specifications
as defined in Paragraph 1.01.A.40 of the Standard General Conditions; and


4.              Drawings as
defined in Paragraph 1.01.A.18 of the Standard General Conditions.


 


13.02      The
documents listed in paragraph 13.01 above are attached to this Agreement
(except as expressly noted otherwise above). 
There are no Contract Documents other than those listed above in Article
13.01.  The Contract Documents may only
be amended, modified, or supplemented as provided in paragraph 3.03.A of the
Standard General Conditions.


 


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ARTICLE 14 –
MISCELLANEOUS


 


14.01      The
Standard General Conditions of the Contract Between Owner and Design/Builder
are referred to herein as the General Conditions.  Terms not otherwise defined in this Agreement
will have the meanings indicated in the Standard General Conditions.


 


14.02      No
assignment by a party hereto of any rights under or interests in the Contract
Documents will be binding on another party hereto without the written consent
of the party sought to be bound; and, specifically but without limitation,
moneys that may become due and moneys that are due may not be assigned without
such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor
from any duty or responsibility under the Contract Documents.  The Owner may assign this Agreement and the
Contract Documents to its affiliate without Design/Builder’s consent.


 


14.03      Owner
and Design/Builder each binds itself, its partners, successors, assigns and
legal representatives to the other party hereto, its partners, successors,
assigns, and legal representatives in respect to all covenants, agreements, and
obligations contained in the Contract Documents.


 


[Remainder of page intentionally left blank]


 


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14.04      Any
provision or part of the Contract Documents held to be void or unenforceable
under any Law or Regulation shall be deemed stricken, and all remaining
provisions shall continue to be valid and binding upon Owner and
Design/Builder, who agree that the Contract Documents shall be reformed to
replace such stricken provision or part thereof with a valid and enforceable
provision that comes as close as possible to expressing the intention of the
stricken provision.


 


 


IN WITNESS WHEREOF, Owner and Design/Builder have signed this Agreement
in duplicate.  One counterpart each has
been delivered to Owner and Design/Builder. 
All portions of the Contract Documents have been signed, initialed, or
identified by Owner and Design/Builder.


 


This Agreement will be effective on December 28, 2005 (which is the
Effective Date of the Agreement).


 


	
  OWNER:

  	
  DESIGN/BUILDER:

  
	
   

  	
   

  
	
  ANAMAX ENERGY SERVICES, INC.

  	
  BIOSOURCE AMERICA, INC.

  
	
   

  	
   

  
	
  BY:

  	
  /s/ J.M.

  	
   

  	
  BY:

  	
  J.D. McGraw

  
	
   

  	
   

  
	
  ITS:

  	
  Director of Corporate Development

  	
   

  	
  ITS:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address for giving notices:

  	
  Address for giving notices:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


14