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Exhibit 10.2
 THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA
 
 
 STANDARD FORM OF AGREEMENT AND
GENERAL CONDITIONS BETWEEN OWNER
AND CONTRACTOR
 
 TABLE OF ARTICLES
 1.
    
    AGREEMENT2.
    
    GENERAL PROVISIONS3.
    
    CONTRACTORS RESPONSIBILITIES4.
    
    OWNERS RESPONSIBILITIES5.
    
    SUBCONTRACTS6.
    
    CONTRACT TIME7.
    
    CONTRACT PRICE8.
    
    CHANGES9.
    
    PAYMENT10.
    
    INDEMNITY, INSURANCE AND WAIVERS11.
    
    TERMINATION OF THE AGREEMENT, SUSPENSION AND
NOTICE TO CURE12.
    
    DISPUTE RESOLUTION13.
    
    MISCELLANEOUS PROVISIONS14.
    
    CONTRACT DOCUMENTS
 
  
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STANDARD FORM OF AGREEMENT AND
GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR
 ARTICLE 1
 1) AGREEMENT
 17th February
 2006
 a) OWNER
 
  b) CONTRACTOR
 
  c) PROJECT
   Notice to the parties shall be given at the above addresses.
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Section 1.02 ARTICLE 2
 GENERAL PROVISIONS
 2.1 RELATIONSHIP OF PARTIES
 2.1.1
 2.1.2
 2.1.3
 2.2 EXTENT OF AGREEMENT
 2.3 DEFINITIONS
 .1 Changed Work
 .2 Contract Documents
 .3 Contract Time
 .4 Date of Commencement
 .5 Day
 .6 Defective Work
 .7 Designer
 .8 Extra Work
 .9 Fee
 .10 Materials
 .11 Others
 .12 Owner
 .13 Project,
 .14 Subcontractor
 .15 Substantial Completion of the Work,
 .16 Subsubcontractor
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.17 Supplies
 .18 Work
 .19 Worksite
 ARTICLE 3
 CONTRACTORS RESPONSIBILITIES
 3.1 GENERAL RESPONSIBILITIES
 3.1.1
 3.1.2
 3.1.3
 3.2 COOPERATION WITH WORK OF OTHERS
 3.2.1
 3.2.2
 3.2.3
 3.2.4
 3.3 RESPONSIBILITY FOR CONTRACT DOCUMENTS
 3.3.1
 3.3.2
 3.3.3
 3.3.4
 3.4 CONSTRUCTION PERSONNEL AND SUPERVISION
 3.4.1
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3.4.2
 3.4.3
 3.4.4
 3.5 WORKMANSHIP
 3.5.1
 3.6 MATERIALS FURNISHED BY THE OWNER OR OTHERS
 3.6.1
 3.7 TESTS AND INSPECTIONS
 3.7.1
 3.7.2
 3.7.3
 3.8 WARRANTY
 3.8.1
 3.8.2
 3.8.3
 3.8.4
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\

3.8.5
 3.8.6
 3.8.7
 3.8.8
 3.8.9
 3.9 CORRECTION OF COVERED WORK
 3.9.1
 3.9.2
 3.9.3
 3.10 SAFETY OF PERSONS AND PROPERTY
 3.10.1 SAFETY PRECAUTIONS AND PROGRAMS
 3.10.2
 .1
 .2
 .3
 3.10.3 CONTRACTORS SAFETY REPRESENTATIVE
 3.10.4
 3.10.5
 3.10.6
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3.11 HAZARDOUS MATERIALS
 3.11.1
 3.11.2
 3.11.3
 3.11.4
 3.11.5
 3.11.6
 3.11.7
 3.11.8
 3.11.9
 3.12 EMERGENCIES
 3.12.1
 3.13 SUBMITTALS
 3.13.1
 3.13.2
 3.13.3
 3.13.4
 3.13.5
 3.14 PROFESSIONAL SERVICES
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3.15 SITE CONDITIONS
 3.15.1 PRE-BID SITE VISIT
 3.15.2 POST-CONTRACT FIELD CONDITIONS
 3.15.3 CONCEALED OR UNKNOWN SITE CONDITIONS
 3.16 PERMITS AND TAXES
 3.16.1
 3.16.2
 3.16.3
 3.16.4
 3.17 CUTTING, FITTING AND PATCHING
 3.17.1
 3.17.2
 3.18 CLEANING UP
 3.18.1
 3.18.2
 3.19 ACCESS TO WORK
 3.20 CONFIDENTIALITY
 3.20.1
 ARTICLE 4
 OWNERS RESPONSIBILITIES
 4.1 INFORMATION AND SERVICES
 4.2 FINANCIAL INFORMATION
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4.3 SITE INFORMATION
 .1
 .2
 .3
  4.4 BUILDING PERMIT, FEES AND APPROVALS
 4.5 MECHANICS LIEN INFORMATION
 4.6 CONTRACT DOCUMENTS
 4.7 OWNERS REPRESENTATIVE
  .1
 .2
 .3
  4.8 STOPPING THE WORK
 4.9 CUTTING AND PATCHING
 4.10 OWNERS RIGHT TO CLEAN UP
 ARTICLE 5
 SUBCONTRACTS
 5.1 SUBCONTRACTORS
 5.2 AWARD OF SUBCONTRACTS AND OTHER
CONTRACTS FOR PORTIONS OF THE WORK
 5.2.1
 5.2.2
 5.3 BINDING OF SUBCONTRACTORS AND MATERIAL SUPPLIERS
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5.4 LABOR RELATIONS
  5.5 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
 5.5.1
 .1
 .2
 5.5.2
 ARTICLE 6
 CONTRACT TIME
 6.1 PERFORMANCE OF THE WORK
 6.1.1 DATE OF COMMENCEMENT
  6.1.2 TIME
 6.1.3
 6.1.4
 6.2 OWNERS RIGHT TO DETERMINE THE ORDER OF
CONTRACTORS ACTIVITIES
 6.2.1
 6.2.2
 6.2.3
 6.3 DELAYS AND EXTENSIONS OF TIME
 6.3.1
 6.3.2
 6.4 DELAY CLAIMS
 ARTICLE 7
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CONTRACT PRICE
 7.1 LUMP SUM $1,043,770 One million forty three thousand seven hundred seventy dollars
 7.2 ADJUSTMENTS
 7.3 ALLOWANCES
 7.3.1
 7.3.2
 ARTICLE 8
 CHANGES
 8.1 CHANGE DOCUMENTS
 8.1.1
 8.1.2
 8.2 COST OR CREDIT DETERMINATION
 8.2.1
 .1
 .2
 .3
 .4
  8.2.2
 8.3 UNIT PRICES
 8.4 PERFORMANCE OF CHANGED WORK
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ARTICLE 9
 (a) PAYMENT
 9.1 SCHEDULE OF VALUES
 9.1.1
 9.2 PROGRESS PAYMENTS
 9.2.1 APPLICATIONS
  9.2.2 STORED MATERIALS AND EQUIPMENT
 9.2.3 PARTIAL LIEN WAIVERS AND AFFIDAVITS
 9.2.4 RETAINAGE
 .1
 .2
 .3
 .4
 9.3 ADJUSTMENT OF CONTRACTORS PAYMENT APPLICATION
 .1
 .2
 .3
 .4
 .5
 .6
  9.4 RESPONSIBILITY FOR LIENS
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9.5 ACCEPTANCE OF WORK
 9.6 PAYMENT DELAY
 9.7 SUBSTANTIAL COMPLETION
 9.7.1
 9.7.2
 9.7.3
 9.7.4
 9.8 PARTIAL OCCUPANCY OR USE
 9.8.1
  9.9 FINAL PAYMENT
 9.9.1
 9.9.2
 9.9.3
 9.9.4
 .1
 .2
 .3
 .4
 .5
 9.9.5
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9.9.6
 .1
 .2
 .3
 .4
 9.9.7 ACCEPTANCE OF FINAL PAYMENT
 9.10 LATE PAYMENT
 ARTICLE 10
 INDEMNITY, INSURANCE AND WAIVERS
 10.1 INDEMNITY
 10.1.1
 10.1.2
 10.2 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES
 .1
 .2
  10.3 INSURANCE
 10.3.1
  Employers Liability
    
    $1,000,000.00Bodily Injury by Accident$1,000,000  Policy Limit.Bodily Injury by DiseaseBusiness Auto Liability
    
    $1,000,000.00Each AccidentCommercial
General Liability
    
    $1,000,000.00Each Occurrence$2,000,000.00General Aggregate$2,000,000.00Products/CompletedOperations Aggregate$1,000,000.00Personal and Advertising Injury Limit
 10.3.2
 10.3.3
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10.3.4
   10.3.5
 10.3.6 ($ 2,000,000 )
 10.3.7 BUSINESS INCOME INSURANCE
 10.3.8 OWNERS LIABILITY
 10.4 ROYALTIES, PATENTS AND COPYRIGHTS
 ARTICLE 11
 TERMINATION OF THE AGREEMENT,
SUSPENSION AND NOTICE TO CURE
 11.1 SUSPENSION BY OWNER FOR CONVENIENCE
 11.1.1 OWNER SUSPENSION
 11.1.1.1 ADJUSTMENTS
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11.1.2
 11.2 NOTICE TO CURE
 .1
 .2
 .3
 .4
 11.3 OWNERS RIGHT TO TERMINATE FOR CAUSE
 11.3.1 TERMINATION BY OWNER FOR CAUSE
    11.3.2 USE OF CONTRACTORS EQUIPMENT
 11.3.3
 11.4 TERMINATION BY OWNER FOR CONVENIENCE
 11.4.1 ADJUSTMENTS
 11.4.2
 .1
 .2
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.3
 .4
 11.5 CONTRACTORS RIGHT TO TERMINATE
 11.5.1
 .1
 .2
 .3
 11.5.2
 .1
 .2
 .3
 .4
 11.5.3
 11.6 OBLIGATIONS ARISING BEFORE TERMINATION
 ARTICLE 12
 DISPUTE RESOLUTION
 12.1 WORK CONTINUANCE AND PAYMENT
 12.2 INITIAL DISPUTE RESOLUTION
 12.3 EXHIBIT NO. 1
 12.4 MULTIPARTY PROCEEDING
 12.5 COST OF DISPUTE RESOLUTION
 12.6 LIEN RIGHTS
 ARTICLE 13
 MISCELLANEOUS PROVISIONS
 13.1 ASSIGNMENT
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13.2 GOVERNING LAW
 13.3 SEVERABILITY
 13.4 NO WAIVER OF PERFORMANCE
 13.5 TITLES AND GROUPINGS
 13.6 JOINT DRAFTING
 13.7 RIGHTS AND REMEDIES
 13.7.1
 13.8 PRECEDENCE
 13.9 OTHER PROVISIONS
 13.9.1 LIQUIDATED DAMAGES
 ARTICLE 14
 CONTRACT DOCUMENTS
 14.1
 .1
    
    Proposal submitted by Elk Horn Construction Co. dated 13 Feb 2006.2
    
    Set of Drawings and Notes for 6 Track RR Spur Bridge made up of the following
sheets:
 1)
    
    HDR Engineering Drawings Sheets MRR1 thru MRR72)
    
    BNSF/UP Bridge Standards Sheets BG1, BG2, BG33)
    
    BNSF General Plan Sheet 1 of 354)
    
    BNSF Miscellaneous Details Sheet 2 of 355)
    
    BNSF Miscellaneous Details Sheet 3 of 356)
    
    BNSF Miscellaneous Details Sheet 25 of 357)
    
    BNSF Miscellaneous Details Sheet 28 of 358)
    
    BNSF Steel Details Sheet 31 of 319)
    
    BNSF General Notes Sheet 35 of 35
 .3
    
    Set of Drawings and Notes for Twin Tee Access Road Bridge
 1)
    
    HDR Engineering Drawings Sheets 1 thru 9
 .4
    
    Nebraska Department of Roads Specifications for Concrete Bridge Deck Repair with
Silica Fume Concrete.5
    
    HDR Engineering Standard Specifications
 1)
    
    Section 01340-Submittals2)
    
    Section 01640-Product Substitutions3)
    
    Section 02110-Site Clearing4)
    
    Section 02200-Earthwork5)
    
    Section 02260-Topsoiling and Finished Grading6)
    
    Section 02270-Siol Erosion & Sediment Control7)
    
    Section 02930-Seeding, Sodding & Landscaping
 .6
    
    Report of Geotechnical Exploration prepared by Olsson Associates, Dated 12/7/2005.7
    
    Siouxland Ethanol Instructions to Bidders.8
    
    Bid Addendum #1 dated 2/3/06.9
    
    Bid Addendum #2 dated 2/7/06
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14.2 INTERPRETATION OF CONTRACT DOCUMENTS
 14.2.1
 14.2.2
 14.2.3
 14.2.4
  OWNER: Siouxland Ethanol, LLCATTEST:
    
    /s/ Troy R. Smith
    
    
    
    BY:
    
    /s/ Tom LynchPRINT NAME: Tom LynchPRINT TITLE: President of the BoardATTEST:
    
    
    
    
    
    CONTRACTOR: Elk Horn ConstructionBY:
    
    /s/ Bruce TimmonsPRINT NAME: Bruce TimmonsPRINT TITLE: President
 (i) Exhibit No.l, dated ___________________,
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STANDARD FORM OF AGREEMENT AND GENERAL
CONDITIONS BETWEEN OWNER AND CONTRACTOR
(Where the Contract Price is a Lump Sum)
 DISPUTE RESOLUTION MENU
  (Check the appropriate selection(s). These procedures can be used singularly, or progressively as
agreed to by the parties.)
 Dispute Review BoardThe Dispute Review Board is composed of one member selected by
the Owner, one selected by the Contractor, and a third member selected by the two
Owner and Contractor selected members. This Board shall be selected by the time
construction commences, shall meet periodically, and shall make advisory decisions
which may be introduced into evidence at any subsequent dispute resolution process. If
a Dispute Review Board is selected, it is understood its review will precede
mediation.Advisory ArbitrationAdvisory Arbitration shall be pursuant to the Construction
Industry Rules of the American Arbitration Association.Mini Trial Each party, in the presence of top management, shall submit its position
to a mutually selected individual who shall make a non-binding recommendation to the
parties. Such advisory decision may be introduced into evidence at any subsequent
dispute resolution process.X
    
    Binding Arbitration Binding Arbitration shall be pursuant to the
Construction Industry Rules of the American Arbitration Association unless the parties
mutually agree otherwise. A written demand for arbitration shall be filed with the
American Arbitration Association and the other party to the Agreement within a
reasonable time after the dispute or claim has arisen, but in no event after the
applicable statute of limitations for a legal or equitable proceeding would have run.
The location of the arbitration proceedings shall be at the office of the American
Arbitration Association nearest the Project site, unless the parties agree otherwise.
The arbitration award shall be final. Notwithstanding Paragraph 13.2, this agreement
to arbitrate shall be governed by the Federal Arbitration Act and judgment upon the
award may be confirmed in any court having jurisdiction.LitigationAction may be filed in the appropriate state or federal court located in
the jurisdiction in which the Project is located.
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