##### 



Exhibit 10.2
   OWNER
  DESIGN-BUILDER
  
 *
    
    Portions omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.




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TABLE OF CONTENTS
 PageArticle 1 Definitions; Rules of Interpretation
    
    
    11.1 Rules of Construction
    
    
    11.2 Defined Terms
    
    
    1Article 2 The Project
    
    
    62.1 Services to be Performed
    
    
    62.2 Extent of Agreement
    
    
    62.3 Conflicting Provisions
    
    
    6Article 3 Design-Builder Responsibilities
    
    
    73.1 Design-Builders Services in General
    
    
    73.2 Design Development and Services
    
    
    73.3 Standard of Care
    
    
    83.4 Government Approvals and Permits
    
    
    93.5 Subcontractors
    
    
    93.6 Maintenance of Site
    
    
    93.7 Project Safety
    
    
    93.8 Submission of Reports
    
    
    103.9 Training
    
    
    10Article 4 Owners Responsibilities
    
    
    114.1 Duty to Cooperate
    
    
    114.2 Furnishing of Services and Information
    
    
    114.3 Financial Information; Cooperation with Lenders; Failure to Obtain Financial Closing
    
    
    124.4 Owners Representative
    
    
    124.5 Government Approvals and Permits
    
    
    134.6 Owners Separate Contractors
    
    
    134.7 Security
    
    
    13Article 5 Ownership of Work Product; Risk of Loss
    
    
    135.1 Work Product
    
    
    135.2 Owners Limited License Upon Payment in Full
    
    
    135.3 Owners Limited License Upon Owners Termination for Convenience or Design-Builders
Election to Terminate
    
    
    145.4 Owners Limited License Upon Design-Builders Default
    
    
    155.5 Owners Indemnification for Use of Work Product
    
    
    155.6 Risk of Loss
    
    
    15Article 6 Commencement and Completion of the Project
    
    
    156.1 Work Schedule
    
    
    156.2 Phase I and Phase II Engineering
    
    
    166.3 Notice to Proceed; Commencement
    
    
    166.4 Project Start-Up and Testing
    
    
    16
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Page6.5 Substantial Completion
    
    
    176.6 Final Completion
    
    
    186.7 Post Completion Support
    
    
    19Article 7 Performance Testing and Liquidated Damages
    
    
    207.1 Performance Guarantee
    
    
    207.2 Performance Testing
    
    
    207.3 Liquidated Damages
    
    
    217.4 Bonds and Other Performance Security
    
    
    22Article 8 Warranties
    
    
    238.1 Design-Builder Warranty
    
    
    238.2 Correction of Defective Work
    
    
    238.3 Warranty Period Not Limitation to Owners Rights
    
    
    24Article 9 Contract Price
    
    
    249.1 Contract Price
    
    
    24Article 10 Payment Procedures
    
    
    2410.1 Payment at Financial Closing
    
    
    2410.2 Progress Payments
    
    
    2410.3 Final Payment
    
    
    2610.4 Failure to Pay Amounts Due
    
    
    2610.5 Design-Builders Payment Obligations
    
    
    2610.6 Record Keeping and Finance Controls
    
    
    26Article 11 Hazardous Conditions and Differing Site Conditions
    
    
    2611.1 Hazardous Conditions
    
    
    2611.2 Differing Site Conditions; Inspection
    
    
    27Article 12 Force Majeure; Change in Legal Requirements
    
    
    2812.1 Force Majeure Event
    
    
    2812.2 Effect of Force Majeure Event
    
    
    2812.3 Change in Legal Requirements
    
    
    2912.4 Time Impact And Availability
    
    
    29Article 13 Changes to the Contract Price and Scheduled Completion Dates
    
    
    2913.1 Change Orders
    
    
    2913.2 Contract Price Adjustments
    
    
    3013.3 Emergencies
    
    
    3113.4 Requests for Contract Adjustments and Relief
    
    
    31Article 14 Indemnity
    
    
    3114.1 Tax Claim Indemnification
    
    
    3114.2 Payment Claim Indemnification
    
    
    3114.3 Design-Builders General Indemnification
    
    
    3114.4 Owners General Indemnification
    
    
    32
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PageArticle 15 Stop Work; Termination for Cause
    
    
    3315.1 Owners Right to Stop Work
    
    
    3315.2 Owners Right to Perform and Terminate for Cause
    
    
    3315.3 Owners Right to Terminate for Convenience
    
    
    3415.4 Design-Builders Right to Stop Work
    
    
    3515.5 Design-Builders Right to Terminate for Cause
    
    
    3515.6 Bankruptcy of Owner or Design-Builder
    
    
    3615.7 Lenders Right to Cure
    
    
    36Article 16 Representatives of the Parties
    
    
    3716.1 Designation of Owners Representatives
    
    
    3716.2 Designation of Design-Builders Representatives
    
    
    37Article 17 Insurance
    
    
    3817.1 Insurance
    
    
    3817.2 Design-Builders Insurance Requirements
    
    
    3817.3 Owners Liability Insurance
    
    
    3917.4 Owners Property Insurance
    
    
    4017.5 Coordination with Loan Documents
    
    
    41Article 18 Representations and Warranties
    
    
    4118.1 Design-Builder and Owner Representations and Warranties
    
    
    4118.2 Design-Builder Representation and Warranties
    
    
    42Article 19 Dispute Resolution
    
    
    4319.1 Dispute Avoidance and Mediation
    
    
    4319.2 Arbitration
    
    
    4319.3 Duty to Continue Performance
    
    
    4419.4 Consequential Damages
    
    
    44Article 20 Confidentiality of Shared Information
    
    
    4420.1 Non-Disclosure Obligation
    
    
    4420.2 Publicity and Advertising
    
    
    4520.3 Term of Obligation
    
    
    45Article 21 Miscellaneous
    
    
    4521.1 Assignment
    
    
    4521.2 Successors
    
    
    4521.3 Governing Law
    
    
    4521.4 Severability
    
    
    4521.5 No Waiver
    
    
    4621.6 Headings
    
    
    4621.7 Notice
    
    
    4621.8 No Privity with Design Consultant/Subcontractors
    
    
    4721.9 Amendments
    
    
    4721.10 Entire Agreement
    
    
    4721.11 Third-Party Beneficiaries
    
    
    47
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Page21.12 Counterparts
    
    
    4721.13 Survival
    
    
    47EXHIBIT A Performance Guarantee Criteria
    
    
    A-1EXHIBIT B General Project Scope
    
    
    B-1EXHIBIT C Owners Responsibilities
    
    
    C-1EXHIBIT D ICM License Agreement
    
    
    D-1EXHIBIT E Schedule of Values
    
    
    E-1EXHIBIT F Form of Progress Report
    
    
    F-1EXHIBIT G Required Permits
    
    
    G-1EXHIBIT H Form of Performance Bond
    
    
    H-1EXHIBIT I Work Schedule and Owners Milestones
    
    
    I-1EXHIBIT J Preliminary Construction Documents
    
    
    J-1EXHIBIT K Draw (Payment) Schedule
    
    
    K-1EXHIBIT L Air Emissions Application or Permit
    
    
    L-1EXHIBIT M Phase I and Phase II Engineering Services Agreement
    
    
    M-1
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LUMP SUM DESIGN-BUILD CONTRACT
 Agreement Effective Date Owner
 RECITALS
 MGY Plant
   AGREEMENT
 Article 1
Definitions; Rules of Interpretation
 1.1 Rules of Construction.
 (a)
    
    The masculine shall include the feminine and neuter.(b)
    
    References to Articles, Sections, Schedules, or Exhibits shall be to
Articles, Sections, Schedules or Exhibits of this Agreement.(c)
    
    This Agreement was negotiated and prepared by each of the Parties with the
advice and participation of counsel. The Parties have agreed to the wording of this
Agreement and none of the provisions hereof shall be construed against one Party on the
ground that such Party is the author of this Agreement or any part hereof.
 1.2 Defined Terms.
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AAA
 Agreement
 Air Emissions Tester
 Applicable Law
 (a)
    
    any and all laws, legislation, statutes, codes, acts, rules, regulations,
ordinances, treaties or other similar legal requirements enacted, issued or promulgated
by a Governmental Authority;(b)
    
    any and all orders, judgments, writs, decrees, injunctions, Governmental
approvals or other decisions of a Governmental Authority; and(c)
    
    any and all legally binding announcements, directives or published practices or
interpretations, regarding any of the foregoing in (a) or (b) of this definition,
enacted, issued or promulgated by a Governmental Authority;
  Application for Payment
 As Built Plans
 Bankrupt Party
 Certificate of Substantial Completion
 Construction Documents
 Contract Documents
 Contract Price
 Damages
 Day Days
 Design-Builder
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Design-Builders
 Design-Builders Senior Representative
 Design Consultant
 Differing Site Conditions
 Early Completion Bonus
 Effective Date
 Final Application for Payment
 Final Completion
 Final Completion Date
 Final Payment
 Financial Closing
 Financing Documents
 Force Majeure Event
 Governmental Approvals
 Governmental Authority
 Hazardous Conditions
 ICM
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ICM License Agreement
 Indemnified Parties
 Independent Engineer
 Industry Wide Disruption
 Legal Requirements Laws
 Lenders
 Lenders Agent
 Manufacturers Warranty
 MGY
 Notice to Proceed
 Oversight Items
 Owner
 Owner Indemnified Parties
 Owners Representative
 Owners Senior Representative
 Pass Through Warranties
 Pay Period
 Performance Bond
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Performance Guarantee Criteria
 Performance Tests
 Phase I
 Phase II
 Plant
 Preliminary Construction Documents
 Progress Report
 Project
 Project Scope
 Punch List
 Qualified Independent Expert
 Safety Representative
 Schedule of Values
 Scheduled Substantial Completion Date
 Site
 Subcontractor
 Substantial Completion
 Work
 Work Product
 Work Schedule
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Article 2
The Project
 2.1 Services to be Performed.
 2.2 Extent of Agreement. Contract
Documents
 2.2.1
 2.2.2
 List of ExhibitsExhibit A
    
    Performance Guarantee CriteriaExhibit B
    
    General Project ScopeExhibit C
    
    Owners ResponsibilitiesExhibit D
    
    ICM License AgreementExhibit E
    
    Schedule of ValuesExhibit F
    
    Progress ReportExhibit G
    
    Permits RequiredExhibit H
    
    Form of Performance BondExhibit I
    
    Work Schedule and Owners MilestonesExhibit J
    
    Preliminary Construction DocumentsExhibit K
    
    Draw (Payment) ScheduleExhibit L
    
    Air Emissions Application or PermitExhibit M
    
    Phase I and Phase II Engineering Services Agreement
 2.2.3
 2.3 Conflicting Provisions.
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Article 3
Design-Builder Responsibilities
 3.1 Design-Builders Services in General. Work
 3.2 Design Development and Services.
 3.2.1 Preliminary Construction
Documents
 (a)
    
    major equipment lists, with sizes;(b)
    
    process flow diagram;(c)
    
    process design criteria and/or process description; and(d)
    
    Site layout.
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3.2.2 Construction Documents
 3.2.3
 3.2.4
 3.2.5
 3.3 Standard of Care.
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3.4 Government Approvals and Permits.
 3.5 Subcontractors.
 3.5.1
 3.5.2
 3.5.3
 3.5.4
 3.6 Maintenance of Site.
 3.7 Project Safety.
 3.7.1
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Safety Representative
 3.7.2
 3.7.3
 3.8 Submission of Reports. Progress Report
 3.9 Training.
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Article 4
Owners Responsibilities
 4.1 Duty to Cooperate.
 4.1.1
 4.1.2
 4.1.3
 4.2 Furnishing of Services and Information.
 4.2.1
 (a)
    
    surveys describing the property, boundaries, topography and reference points
for use during construction, including existing service and utility lines;(b)
    
    geotechnical studies describing subsurface conditions including soil borings,
and other surveys describing other latent or concealed physical conditions at the Site;(c)
    
    temporary and permanent easements, zoning and other requirements and
encumbrances affecting land use, or necessary to permit the proper design and
construction of the Project and enable Design-Builder to perform the Work;(d)
    
    A legal description of the Site;(e)
    
    to the extent available, as-built and record drawings of any existing
structures at the Site;
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(f)
    
    environmental studies, reports and impact statements describing the
environmental conditions, including Hazardous Conditions, in existence at the Site;
 4.2.2
 4.2.3
 4.3 Financial Information; Cooperation with Lenders; Failure to Obtain Financial Closing. Oversight Items
 4.4 Owners Representative.
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4.5 Government Approvals and Permits.
 4.6 Owners Separate Contractors.
 4.7 Security.
 4.7.1
 4.7.2
 Article 5
Ownership of Work Product; Risk of Loss
 5.1 Work Product. Work Product
 5.2 Owners Limited License Upon Payment in Full.
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As Built Plans Indemnified Parties
 5.2.1 ICM
 5.3 Owners Limited License Upon Owners Termination for Convenience or Design-Builders
Election to Terminate.
 (a)
    
    Use of the Work Product is at Owners sole risk without liability or legal
exposure to any Indemnified Party; provided, however, that any Pass Through Warranties
regarding equipment or express warranties regarding equipment provided by this
Agreement shall remain in effect according to their terms; and(b)
    
    If the termination for convenience is by Owner in accordance with Section 15.3
hereof, or if Design-Builder elects to terminate this Agreement in accordance with
Section 15.5, then Owner agrees to pay Design-Builder the additional sum of One
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5.4 Owners Limited License Upon Design-Builders Default.
 5.5 Owners Indemnification for Use of Work Product.
 5.6 Risk of Loss.
 Article 6
Commencement and Completion of the Project
 6.1 Work Schedule. Work Schedule
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6.2 Phase I and Phase II Engineering.
 6.3 Notice to Proceed; Commencement. Notice to Proceed
 6.4 Project Start-Up and Testing.
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6.5 Substantial Completion.
 6.5.1 Scheduled Substantial Completion
Date
 6.5.2
 6.5.3 Procedures Punch List
 (a)
    
    Owner, at its option, may use a portion of the Work prior to completion of the
entire Work; provided, that (i) a Certificate of Substantial completion has been issued
for the portion of Work addressing the items set forth in Section 6.4.3 above, (ii)
Design-Builder and Owner have, to the extent required, obtained the consent of their
sureties and insurers and the appropriate Governmental Authorities having jurisdiction
over the Project, and (iii) Owner and Design-Builder agree that Owners use or
occupancy will not interfere with Design-Builders completion of the remaining Work in
accordance with the Contract Documents.
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6.5.4 Early Completion Bonus. Early
Completion Bonus
 
 *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission. 6.5.5
 6.6 Final Completion.
 6.6.1
 6.6.2
 (a)
    
    Substantial Completion has been achieved;(b)
    
    any outstanding amounts owed by Design-Builder to Owner have been paid in full;(c)
    
    the items identified on the Punch List have been completed by Design-Builder;(d)
    
    clean-up of the Site has been completed;(e)
    
    all permits required to have been obtained by Design-Builder have been
obtained;(f)
    
    the information in Section 6.6.4 has been provided to Owner;(g)
    
    certificates of insurance confirming that required coverages will remain in
effect consistent with the requirements of the Contract Documents have been obtained;
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(h)
    
    release and waiver of all claims and liens from Design-Builder and
Subcontractors have been provided; and(i)
    
    the Performance Tests have been successfully completed.
 6.6.3
 6.6.4
 (a)
    
    an affidavit that there are no claims, obligations or liens outstanding or
unsatisfied for labor, services, material, equipment, taxes or other items performed,
furnished or incurred for or in connection with the Work which will in any way affect
Owners interests;(b)
    
    a general release executed by Design-Builder waiving, upon receipt of final
payment by Design-Builder, all claims for payment, additional compensation, or damages
for delay, except those previously made to Owner in writing and remaining unsettled at
the time of Final Payment provided such general release shall not waive defenses to
claims that may be asserted by Owner after payment or claims arising after payment;(c)
    
    consent of Design-Builders surety, if any, to Final Payment;(d)
    
    a hard copy of the As Built Plans; provided, however, that such plans will
remain the Work Product of the Design-Builder and subject in all respects to Article 5;
and(e)
    
    all operating manuals and warranties required by the Contract Documents.
 6.6.5
 6.7 Post Completion Support.
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Article 7
Performance Testing and Liquidated Damages
 7.1 Performance Guarantee. Performance Guarantee Criteria
 7.1.1
 7.2 Performance Testing. Performance Tests
 7.2.2
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7.2.3
 7.3 Liquidated Damages.
 
 *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission. 7.3.1
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7.3.2
 7.4 Bonds and Other Performance Security.
 7.4.1 Performance
Bond
 (a)
    
    Design-Builder shall post additional bonds or security (which must be in form
and substance satisfactory to Owner and the Lenders) or shall increase the amount of
the Performance Bond by the amount of any increases to the Contract Price; provided,
however, that Owner shall pay all costs of obtaining such bonds or security, plus pay
Design-Builder a fee of seven and one-half percent (7.5%) for obtaining such bonds or
security, such fee to be calculated by multiplying seven and one-half percent (7.5%)
times the cost of the bonds or security.(b)
    
    The Performance Bond shall secure the Design-Builders obligations to complete
the Work in accordance with this Agreement.
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Article 8
Warranties
 8.1 Design-Builder Warranty.
 8.2 Correction of Defective Work.
 8.2.1
 8.2.2
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8.3 Warranty Period Not Limitation to Owners Rights.
 Article 9
Contract Price
 9.1 Contract Price. Contract Price
 Article 10
Payment Procedures
 10.1 Payment at Financial Closing.
 10.2 Progress Payments.
 10.2.1 Application for Payment Application for Payment
 10.2.2
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10.2.3
 10.2.4
 10.2.5 Schedule of Values
 10.2.6 Withholding of Payments
 10.2.7 Retainage on Progress Payments
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10.3 Final Payment. Final Application
for Payment Final Payment
 10.4 Failure to Pay Amounts Due.
 10.4.1 Interest
 10.4.2 Right to Suspend Work
 10.5 Design-Builders Payment Obligations.
 10.6 Record Keeping and Finance Controls.
 Article 11
Hazardous Conditions and Differing Site Conditions
 11.1 Hazardous Conditions.
 11.1.1
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11.1.2
 11.1.3
 11.1.4
 11.1.5
 11.1.6
 11.2 Differing Site Conditions; Inspection.
 11.2.1
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11.2.2
 Article 12
Force Majeure; Change in Legal Requirements
 12.1 Force Majeure Event. Force Majeure Event
 12.2 Effect of Force Majeure Event.
 (a)
    
    the nonperforming Party, within forty-eight (48) hours after the nonperforming
Party actually becomes aware of the occurrence and impact of the Force Majeure Event,
gives the other Party written notice describing the event or circumstance in detail,
including an estimation of its expected duration and probable impact on the performance
of the affected Partys obligations hereunder, and continues to furnish timely regular
reports with respect thereto during the continuation of and upon the termination of the
Force Majeure Event;
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(b)
    
    the suspension of performance is of no greater scope and of no longer duration
than is reasonably required by the Force Majeure Event;(c)
    
    the obligations of either Party that arose before the occurrence causing the
suspension of performance and the performance that is not prevented by the occurrence,
shall not be excused as a result of such occurrence;(d)
    
    the nonperforming Party uses its best efforts to remedy its inability to
perform and mitigate the effect of such event and resumes its performance at the
earliest practical time after cessation of such occurrence or until such time that
performance is practicable;(e)
    
    when the nonperforming Party is able to resume performance of its obligations
under the Contract Documents, that Party shall give the other Party written notice to
that effect; and(f)
    
    Upon mutual agreement of the Parties, Design-Builder shall be entitled to a Day
for Day time extension for those events set forth in Section 12.1 to the extent the
occurrence of such event delayed Design-Builders performance of its obligations under
this Agreement.
 12.3 Change in Legal Requirements.
 12.4 Time Impact And Availability. Industry-Wide Disruption
 Article 13
Changes to the Contract Price and Scheduled Completion Dates
 13.1 Change Orders.
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13.1.1
 (a)
    
    the scope of the change in the Work;(b)
    
    the amount of the adjustment to the Contract Price; and(c)
    
    the extent of the adjustment to the contract time(s).
 13.1.2
 13.1.3
 13.2 Contract Price Adjustments.
 13.2.1
 13.2.2
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13.3 Emergencies.
 13.4 Requests for Contract Adjustments and Relief.
 Article 14
Indemnity
 14.1 Tax Claim Indemnification.
 14.2 Payment Claim Indemnification.
 14.3 Design-Builders General Indemnification.
 14.3.1
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Owner Indemnified Parties Damages
 14.3.2
 14.3.3
 14.3.4
 14.4 Owners General Indemnification.
 14.4.1
 14.4.2
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Article 15
Stop Work; Termination for Cause
 15.1 Owners Right to Stop Work.
 15.2 Owners Right to Perform and Terminate for Cause.
 15.2.1
 15.2.2
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15.2.3
 15.2.4
 15.3 Owners Right to Terminate for Convenience.
 15.3.1
 (a)
    
    to the extent not already paid, all Work executed, and for proven loss, cost or
expense in connection with the Work;(b)
    
    the reasonable costs and expenses attributable to such termination, including
demobilization costs;(c)
    
    amounts due in settlement of terminated contracts with Subcontractors and
Design Consultants;(d)
    
    overhead and profit margin in the amount of fifteen percent (15%) on the sum of
items (a) and (b) above; and(e)
    
    all retainage withheld by Owner on account of Work that has been completed in
accordance with the Contract Documents.
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15.3.2
 15.4 Design-Builders Right to Stop Work.
 15.4.1
 15.4.2
 15.5 Design-Builders Right to Terminate for Cause.
 15.5.1
 (a)
    
    The Work has been stopped for sixty (60) consecutive Days, or more than ninety
(90) Days during the duration of the Project, because of court order, any Governmental
Authority having jurisdiction over the Work, or orders by Owner under Section 15.1
hereof, provided that such stoppages are not due to the acts or omissions of
Design-Builder, Design Consultant and their respective officers, agents, employees,
Subcontractors or any other person for whose acts the Design-Builder may be liable
under Law.(b)
    
    Owners failure to provide Design-Builder with any information, permits or
approvals that are Owners responsibility under the Contract Documents which result in
the Work being stopped for sixty (60) consecutive Days, or more than ninety (90) Days
during the duration of the Project, even though Owner has not ordered Design-Builder in
writing to stop and suspend the Work pursuant to Section 15.1 hereof.(c)
    
    Owner fails to meet its obligations under Exhibit C and such failure results in
the Work being stopped for sixty (60) consecutive Days, or more than ninety (90) Days
during the duration of the Project even though Owner has not ordered
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Design-Builder in
writing to stop and suspend the Work pursuant to Section 15.1 hereof.(d)
    
    Owners failure to cure the problems set forth in Section 15.4.1 above within
seven (7) Days after Design-Builder has stopped the Work.
 15.5.2
 15.6 Bankruptcy of Owner or Design-Builder.
 15.6.1 Bankrupt Party
 (a)
    
    The Bankrupt Party, its trustee or other successor, shall furnish, upon request
of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to
perform all future obligations under the Contract Documents, which assurances shall be
provided within ten (10) Days after receiving notice of the request; and(b)
    
    The Bankrupt Party shall file an appropriate action within the bankruptcy court
to seek assumption or rejection of the Agreement within sixty (60) Days of the
institution of the bankruptcy filing and shall diligently prosecute such action.
 15.6.2
 15.6.3
 15.7 Lenders Right to Cure.
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    36January 5, 2006




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Article 16
Representatives of the Parties
 16.1 Designation of Owners Representatives. Owners Senior Representative
 
 Owners
Representative
 
 16.2 Designation of Design-Builders Representatives. Design-Builders Senior
Representative
 Roland Ron Fagen
CEO and President
501 W. Highway 212
P.O. Box 159
Granite Falls, MN 56241
Telephone: (320) 564-3324
 Design-Builders
Representative
 Aaron Fagen
Chief Operating Officer
501 W. Highway 212
P.O. Box 159
Granite Falls, MN 56241
Telephone: (320) 564-3324
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Article 17
Insurance
 17.1 Insurance.
 Commercial General Liability:General AggregateProducts-Comp/Op AGG
    
    $
    2,000,000Personal & Adv Injury
    
    $
    1,000,000Each Occurrence
    
    $
    1,000,000Fire Damage (Any one fire)
    
    $
    50,000Med Exp (Any one person)
    
    $
    5,000Automobile Liability:Combined Single LimitEach Occurrence
    
    $
    1,000,000Excess Liability  Umbrella Form:Each Occurrence
    
    $
    20,000,000Aggregate
    
    $
    20,000,000Workers CompensationStatutory limits as required by the state
in which the Work is performed.Employers Liability:Each Accident
    
    $
    1,000,000Disease-Policy Limit
    
    $
    1,000,000Disease-Each Employee
    
    $
    1,000,000Professional Errors and OmissionsPer Claim
    
    $
    5,000,000Annual
    
    $
    5,000,000
 17.2 Design-Builders Insurance Requirements.
 17.2.1
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(a)
    
    coverage for claims arising under workers compensation, disability and other
similar employee benefit Laws applicable to the Work;(b)
    
    coverage for claims by Design-Builders employees for bodily injury, sickness,
disease, or death;(c)
    
    coverage for claims by any person other than Design-Builders employees for
bodily injury, sickness, disease, or death;(d)
    
    coverage for usual personal injury liability claims for damages sustained by a
person as a direct or indirect result of Design-Builders employment of the person, or
sustained by any other person;(e)
    
    coverage for claims for damages (other than to the Work) because of injury to
or destruction of tangible property, including loss of use;(f)
    
    coverage for claims of damages because of personal injury or death, or property
damage resulting from ownership, use and maintenance of any motor vehicle; and(g)
    
    coverage for contractual liability claims arising out of Design-Builders
obligations under Section 14.2.
 17.2.2
 17.2.3
 17.2.4
 17.2.5
 17.3 Owners Liability Insurance.
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17.4 Owners Property Insurance.
 17.4.1
 17.4.2
 17.4.3
 17.4.4
 17.4.5
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17.4.6
 17.4.7
 17.5 Coordination with Loan Documents.
 Article 18
Representations and Warranties
 18.1 Design-Builder and Owner Representations and Warranties.
 (a)
    
    it is duly organized, validly existing and in good standing under the Laws of
its formation and has all requisite power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby;(b)
    
    this Agreement has been duly executed and delivered by such Party and
constitutes the legal, valid and binding obligations of such Party, enforceable against
such Party in accordance with their respective terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or similar Laws affecting creditors
rights or by general equitable principles;
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(c)
    
    the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby do not and will not conflict with or violate
(a) the certificate of incorporation or bylaws or equivalent organizational documents
of such Party, or (b) any Law applicable to such Party and other than the permits
listed on Exhibit G, such execution, delivery and performance of this Agreement does
not require any Governmental Approval; and(d)
    
    there is no action pending or, to the knowledge of such Party, threatened,
which would hinder, modify, delay or otherwise adversely affect such Partys ability to
perform its obligations under the Contract Documents.
 18.2 Design-Builder Representation and Warranties.
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    42January 5, 2006




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Article 19
 Dispute Resolution
 19.1 Dispute Avoidance and Mediation.
   AAA
 19.2 Arbitration.
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19.3 Duty to Continue Performance.
 19.4 Consequential Damages.
 19.4.1
 19.4.2
 Article 20
Confidentiality of Shared Information
 20.1 Non-Disclosure Obligation.
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20.2 Publicity and Advertising.
 20.3 Term of Obligation.
 Article 21
 Miscellaneous
 21.1 Assignment
 21.2 Successors.
 21.3 Governing Law.
 21.4 Severability.


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21.5 No Waiver.
 21.6 Headings.
 21.7 Notice.


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Lenders Agent at the address provided for Lenders Agent to Design-Builder by Owner
by notice within five Days following the Financial Closing.
 21.8 No Privity with Design Consultant/Subcontractors.
 21.9 Amendments.
 21.10 Entire Agreement.
 21.11 Third-Party Beneficiaries.
 21.12 Counterparts.
 21.13 Survival.
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IN WITNESS WHEREOF
 OWNER:
    
    DESIGN-BUILDER:Siouxland Ethanol, LLC
    
    Fagen, Inc.(Name of Owner)
    
    (Name of Design-Builder)/s/ Tom Lynch
    
    /s/ Ron Fagen(Signature)
    
    (Signature)Tom Lynch
    
    Roland Ron Fagen(Printed Name)
    
    (Printed Name)COB and President
    
    CEO and President(Title)
    
    (Title)Date: January 5, 2006
    
    Date: January 9, 2006
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SCHEDULE 4.2.1
 Owners Obligations to be Furnished Pursuant to Section 4.2.1
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EXHIBIT A
 Performance Guarantee Criteria
 Criteria
    
    Specification
    
    Testing Statement
    
    DocumentationPlant Capacity 
fuel grade ethanol
    
    Operate at a rate
of 50 million
gallons per year of
denatured fuel
grade ethanol
meeting the
specifications of
ASTM 4806 based on
353 days of
operation per
calendar year and
4.76% denaturant.
    
    Seven day
performance test
    
    Production records
and a written
report by
Design-Builder.Corn
to EthanolConversion ratio;
Corn must be #2
Yellow or better,
54.6#/bushel min.,
16% or less
moisture, zero
aflatoxin tolerance
    
    Not be less than
2.80 denatured
gallons of ethanol
per bushel (56#) of
corn
    
    As determined by
meter readings
during a seven day
performance test.
    
    Production records
and written
analysis by
Design-Builder.Electrical Energy
    
    [*] kWh per
denatured gallon of
fuel grade ethanol
(less CO2 plant and
chiller, and water
supply and
treatment).
    
    As determined by
meter readings
during a seven day
performance test.
    
    Production records
and written
analysis by
Design-Builder.Natural Gas
    
    Shall not exceed
[*] Btu per
denatured gallon of
fuel grade ethanol.
(This Performance
Criteria relates to
production of
ethanol and
excludes any
natural gas usage
that may occur for
drying corn.)
    
    As determined by
meter readings
during a seven day
performance test.
    
    Production records
and written
analysis by
Design-Builder.Process Water
Discharge (not
including cooling
tower and boiler
blowdown and water
pre-treatment (RO
discharge)
    
    Zero gallons under
normal operations
    
    Process discharge
meter
    
    Control System
reports
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Criteria
    
    Specification
    
    Testing Statement
    
    DocumentationAir Emissions
    
    Must meet the
requirements
prescribed as of
the date hereof by
the State of
Nebraska Department
of Environmental
Quality Air
Division
    
    As required by
State agency and
performed by
Owners Air
Emission Tester.
    
    Written report by
Owners Air
Emission Tester.
  
 *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.  Siouxland Ethanol, LLC
    
    A-2January 5, 2006




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DISCLAIMER:
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EXHIBIT B
 General Project Scope
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EXHIBIT C
 Owners Responsibilities
  1)
    
    Land and Grading Owner shall provide a site near or in Jackson, Nebraska. Owner shall
obtain all legal authority to use the site for its intended purpose and perform technical due
diligence to allow Design-Builder to perform including, but not limited to, proper zoning
approvals, building permits, elevation restrictions, soil tests, and water tests. The site
shall be rough graded per Design-Builder specifications and be +/- three inches of final grade
including the rough grading for Site roadways. The site soils shall be modified as required
to provide a minimum allowable soil bearing pressure as described in Table 1.
    Deliverables by Owner prior to start of Phase 1 Civil Design:
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1.
    
    Final Plant Layout with FFE and Top of Road Elevations2.
    
    Cut/Fill Quantity Calculations (estimate)3.
    
    Grading and Erosion Control Plan4.
    
    Plant Access Road and all in-plant roads (which will act as base for final
roadway system)5.
    
    Site Grading6.
    
    Construction Layout (parking, laydown, access areas, temp. drainage)7.
    
    Storm Water Drainage and Detention
 
 *
    
    Owner shall prepare site according to Design-Builders engineering plans for the above items. Deliverables by Owner prior to start of Phase II Civil Design:
 Owner shall determine its water source and provide Design-Builder an independent
analysis of the water source.
 Phase II (Final Civil Design Plans):
   1.
    
    Potable Water Supply and Distribution2.
    
    Process Water Supply and Distribution3.
    
    Fire Loop and Fire Protection System4.
    
    Site Electric5.
    
    Site Natural Gas6.
    
    Utility Water Discharge Line7.
    
    Wells and Well Pump (supply of sufficient quantity for
construction activities)8.
    
    Minimum 3 Phase, 480 Volt, 1,000 KVA Electrical Power Available
for Construction (at Engineers requested location)9.
    
    Site Work (final grading, seeding and mulching)10.
    
    Fencing
 
 *
    
    Owner shall prepare site according to Design-Builders engineering plans for the above items.  2)
    
    Permits- Owner shall obtain all Operating Permits including, but not limited to, air quality
permits, in a timely manner to allow construction and startup of the plant as scheduled by
Design-Builder.
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3)
    
    Storm Water Runoff Permit Owner shall obtain the construction storm-water runoff permit and
permanent storm-water runoff permit. Design-Builder shall obtain the erosion control/land
disturbance permit.
 4)
    
    Nebraska Pollutant Elimination Discharge Permit Owner shall obtain a permit to discharge
cooling tower water, boiler blowdown water, reverse osmosis (R.O.) reject water, and any
other waste water directly to a designated waterway or other location. If required by item 8
below, Owner will secure appropriate permits for emergency process water discharges.
 5)
    
    Natural Gas Supply and Service Agreement Owner shall procure and supply a continuous supply
of natural gas of at least 1.5 billion cubic feet per year, at a minimum rate of 200-400 MCF
per hour and at a minimum pressure of at least 200 psi at the plant site, then reduced to 60
psig for distribution to the use points. Pressure reducing stations must be located so as to
provide stable pressure at the point of use. Owner shall provide all gas piping to the use
points and supply meters and regulators to provide burner tip pressures as specified by
Design-Builder. Owner shall also supply a digital flowmeter on-site with appropriate output
for monitoring by the plants computer control system.
 6)
    
    Electrical Service (1) The Owner is responsible to secure continuous service from an energy
supplier to serve the facility. The service from the energy supplier shall be of sufficient
size to provide at a minimum 10 MW of electrical capacity to the site. (2) The Owner is
responsible for procurement, installation and maintenance of the site supply and distribution
system, including but not limited to the required substation and all associated distribution
lines. An on-site digital meter is also to be supplied for monitoring of electrical usage.
(3) The responsibility of the Design-Builder starts at the secondary electrical terminals of
the site distribution system transformers that have been installed by Owner (i.e., the 480
volt terminals for the process building transformers; the 480 volt terminals for the energy
center transformers; the 480 volt terminals for the grains transformer; the 480 volt terminals
for the pumphouse transformer; and the 4160 volt terminals for the chiller transformer; and
the 4160 volt terminals of the thermal oxidizer transformer). (4) The site distribution
system requirements, layout, and meters are to be determined jointly by the Owner, the
Design-Builder and the energy supplier.Design-Builder will be providing soft start motor controllers for all motors greater than
150 horsepower and where demanded by process requirements. Owner is encouraged to discuss
with its electrical service supplier whether additional soft start motor controllers are
advisable for this facility and such can be added, with any increased cost being an Owners
cost.Design-Builder will provide power factor correction to 0.92 lagging at plant nameplate
capacity. Owner is encouraged to discuss with its electrical service supplier any
requirements for power factor correction above 0.92 lagging. Additional power factor
correction can be added with any increased cost being an Owners cost.
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7)
    
    Water Supply, Service Agreement, and Pre-Treatment System Owner shall supply on-site
process wells or other water source that is capable of providing a quantity of raw water
satisfying the needs of the Plant. Owner should consider providing a redundant water supply
source. Design-Builder shall provide the standard zeolite water softener system for boiler
feedwater polishing. Owner will supply one process fresh water supply line terminating within
five (5) feet of the point of entry designated by Design-Builder, and one potable supply line
terminating within five (5) feet of the process building and to the administration building at
a point of entry designated by administration building contractor.Owner shall pay for a water pre-treatment system to be designed and constructed by
Design-Builder and to be integrated into the Plant. The pre-treatment system will be
designed to provide the Plant with the quantity and quality of raw and treated water needed
to supply the Plants process needs. The water pre-treatment system design will also
consider and recommend to Owner equipment required to meet the discharge requirements under
the Plants wastewater discharge permit. Owner is to execute Change Orders as necessary for
the design and construction of such water pre-treatment system. Design-Builder shall
recover costs for the design and construction of such system from the on a time plus
material basis. A Change Order, pursuant to Article 13.1, shall be executed by Owner and
Design-Builder to compensate Design-Builder, on a time plus materials basis, for any costs
and expenses related to such water pre-treatment system.
 8)
    
    Wastewater Discharge System, Permits and/or Service Agreement Owner shall provide the
discharge piping, septic tank and drainfield system or connect to municipal system as required
for the sanitary sewer requirements of the Plant. These provisions shall comply with all
federal, state, and local regulations, including any permitting issues.
 9)
    
    Roads and Utilities Owner shall provide and maintain the ditches and permanent roads,
including the gravel, pavement or concrete, with the roads passing standard compaction tests.
(Design-Builder will maintain aggregate construction roads during construction of the Plant
and will return to original pre-construction condition prior to Owner completing final grade
and surfacing.)Except as otherwise specifically stated herein the Owner shall install all utilities so that
they are within five (5) feet of the designated building/structure locations.
 10)
    
    Administration Building The administration building  one story free standing, office
computer system, telephone system, office copier and fax machine and office furniture and any
other office equipment and personal property for the administration building shall be the sole
and absolute cost and responsibility of Owner and Design-Builder shall have no responsibility
in regards thereto.
 11)
    
    Maintenance and Power Equipment The maintenance and power equipment as described in Table 2
and any other maintenance and power equipment as required by the plant or desired by Owner
shall be the sole and absolute cost and responsibility of Owner and Design-Builder shall have
no responsibility in regards thereto.
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12)
    
    Railroads Owner is responsible for any costs associated with the railroads including, but
not limited to, all rail design and engineering and construction and Design-Builder shall have
no responsibility in regards thereto.
 13)
    
    Drawings Owner shall supply drawings to Design-Builder of items supplied under items 10)
and 12) and also supply Phase II redline drawings.
 14)
    
    Fire Protection System Fire Protection System requirements vary by governmental
requirements per location and by insurance carrier requirements. Owner is responsible to
provide the required fire protection system for the Plant. This may include storage tanks,
pumps, underground fire water mains, fire hydrants, foam or water monitor valves, sprinkler
systems, smoke and heat detection, deluge systems, or other provisions as required by
governmental codes or Owners insurance carriers fire protection criteria.Owner shall pay for a Fire Protection System to be designed and constructed by
Design-Builder and to be integrated into the Plant. The Fire Protection System shall be
designed and constructed to meet the governmental and insurance requirements. Owner is to
execute Change Orders as necessary for the design and construction of such Fire Protection
System. Design-Builder shall recover costs for the design and construction of such system
from on a time plus material basis. A Change Order, pursuant to Article 13.1, shall be
executed by Owner and Design-Builder to compensate Design-Builder, on a tipartme plus
materials basis, for any costs and expenses related to such water pre-treatment system.
 Table 1 Minimum Soil Bearing Pressure  Responsibility of Owner
 Required Allowable Soil Bearing PressureDescription
    
    (pounds per square foot)Grain Storage Silos
    
    
    8,000Cook Water Tank
    
    
    3,500Methanator Feed Tank
    
    
    3,500Liquifaction Tank #1
    
    
    3,500Liquifaction Tank #2
    
    
    3,500Fermentation Tank #1
    
    
    5,000Fermentation Tank #2
    
    
    5,000Fermentation Tank #3
    
    
    5,000Fermentation Tank #4
    
    
    5,000Beerwell
    
    
    5,000Whole Stillage Tank
    
    
    3,500Thin Stillage Tank
    
    
    3,500Syrup Tank
    
    
    3,500190 Proof Day Tank
    
    
    3,000200 Proof Day Tank
    
    
    3,000Denaturant Tank
    
    
    3,000Fire Water Tank
    
    
    3,000
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Required Allowable Soil Bearing PressureDescription
    
    (pounds per square foot)Denatured Ethanol Tank #1
    
    
    4,000Denatured Ethanol Tank #2
    
    
    4,000All Other Areas
    
    
    3,000
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    C-6January 5, 2006




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Table 2 Maintenance and Power Equipment  Responsibility of Owner
 Description
    
    Additional DescriptionSpare Parts
    
    Spare partsParts binsMisc. materials, supplies and equipmentShop supplies and equipment
    
    One shop welderOne portable gas welderOne plasma torchOne acetylene torchOne set of power toolsTwo sets of hand tools with tool boxesCarts and dolliesHoists (except centrifuge overhead crane)Shop tablesMaintenance office furnishings & suppliesFire ExtinguishersReference booksSafety manualsSafety cabinets & supplies, etc.Rolling stock
    
    Used 1 1/2 yard front end loaderNew Skid loaderUsed Fork liftUsed Scissors lift, 30 footUsed Pickup truckTrack Mobile
  Siouxland Ethanol, LLC
    
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EXHIBIT D
 ICM License Agreement
 THIS LICENSE AGREEMENT
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    D-1January 5, 2006




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OWNER: ICM
 Siouxland Ethanol, LLC
    
    ICM, Inc.(Signature)
    
    (Signature)(Printed Name)
    
    (Printed Name)(Title)
    
    (Title)
 Date:
    
    
    
    Date:
 Address for giving notices:
    
    Address for giving notices:301 N First StreetColwich, KS 67030
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    D-5January 5, 2006




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EXHIBIT E
 Schedule of Values
 
 DESCRIPTION
    
    VALUE1
    
    MOBILIZATION
    
    
    *2
    
    ENGINEERING
    
    
    *3
    
    GENERAL CONDITIONS (16 months)
    
    
    *4
    
    SITEWORK
    
    
    *5
    
    CONCRETE
    
    
    *6
    
    MASONRY / ARCHITECTURAL
    
    
    *7
    
    STRUCTURAL STEEL & MISC. METALS
    
    
    *8
    
    PRE-ENGINEERED BUILDINGS
    
    
    *9
    
    GRAIN HANDLING SYSTEM
    
    
    *10
    
    PROCESS TANKS & VESSELS
    
    
    *11
    
    FIELD ERECTED TANKS
    
    
    *12
    
    HEAT EXCHANGERS
    
    
    *13
    
    PROCESS EQUIPMENT
    
    
    *14
    
    CENTRIFUGES
    
    
    *15
    
    CHILLER
    
    
    *16
    
    TRUCK SCALES & PROBE
    
    
    *17
    
    ETHANOL LOADOUT & VAPOR FLARE SYSTEM
    
    
    *18
    
    COOLING TOWER
    
    
    *19
    
    DRYER SYSTEM
    
    
    *20
    
    THERMAL OXIDIZER
    
    
    *21
    
    METHANATOR
    
    
    *22
    
    PROCESS PIPING & VALVES
    
    
    *23
    
    PAINTING
    
    
    *24
    
    INSULATION
    
    
    *25
    
    PLUMBING & HVAC
    
    
    *26
    
    ELECTRICAL
    
    
    *27
    
    INSTRUMENTATION
    
    
    *28
    
    START-UP
    
    
    *29
    
    DEMOBILIZATION
    
    
    *CONTRACT AMOUNT
    
    $
    56,619,000
 
 *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.  Siouxland Ethanol, LLC
    
    E-1January 5, 2006




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EXHIBIT F
 Form of Progress Report
 A.
    
    Project Overview  Brief description of project including plant capacity, major contractors
(if applicable), completion dates (including Substantial Completion, Final Completion Date,
estimated performance testing start, etc.), etc. Should also include progress reporting
period.
 B.
    
    Project Status  Divided into engineering, construction, and Owner responsibilities as well
as a summary describing project status as a whole. Subsections include:
    1.
    
    Plant Fire Water Loop  98% Complete.2.
    
    Railroad: Rail ties on tracks A and B are up to Rail Load out; tracks C and D
are installed past DDG building to rail car storage area. Tracks A and B to be complete
when Grains building is complete.3.
    
    Power Company is 100% complete on permanent power.4.
    
    Gas line to plant has commenced, gas to be on site by Oct. 21.5.
    
    City water main from main entrance to tank is installed, awaiting word from
City.6.
    
    Road work has started at main entrance and Admin. Area, final grading has
started in these areas as well.
  1.
    
    Grains receiving building is 95% complete.2.
    
    Continuing to installing all miscellaneous ladders and platforms for collectors
and bag houses. Continuing to install dust collection system for Grains receiving.3.
    
    Electrical is right behind installing conduit and wire to equipment.4.
    
    Pit area 95% complete.5.
    
    Continue to install main legs for Grain to Silos.6.
    
    HVAC equipment on site, yet to be installed.
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1.
    
    99% of Equipment installed.2.
    
    Electrical nearly 94% complete. Have started bumping motors and conveyors for
rotation.3.
    
    Steel 100% complete.4.
    
    All end walls are complete with siding. Half of the roof is installed.5.
    
    Mechanical piping is at 30% complete.6.
    
    All RO equipment is installed. All totes are installed. Tubing to Boiler and DA
has started. Electrical completing installation for power and controls to RO equipment.
  1.
    
    99% of the Equipment is installed.2.
    
    Piping is 98% complete.3.
    
    Vinyl Composite tile 70% complete. Ceramic tile to bathrooms is complete.4.
    
    HVAC equipment installation is complete. Final tie ins for office area, server
room and maintenance room continuing.
  1.
    
    Mechanical is about 98% complete. Complete small bore piping where needed.2.
    
    Electrical is behind Mechanical installing instruments and wiring.
  1.
    
    Mechanical is 98% complete, waiting on Specialty items to arrive for
installation.2.
    
    All pumps have been installed and piping is complete to and from.3.
    
    Electrical continuing installation of cable tray, 95% of instruments are
installed, wire is about 85% complete.
  1.
    
    Chiller Building Overhead doors have been completed.2.
    
    Cooling Tower erection is 100% complete.3.
    
    HVAC unit on site, yet to be installed.
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    F-2January 5, 2006




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EXHIBIT G
 Required Permits
 ResponsibilityType of
    
    for Obtaining
    
    Assistance inNo.
    
    Application/Permit
    
    Permit
    
    Preparation
    
    Notes1
    
    Underground Utility
Locating Service
    
    Design-Builder/Owner
    
    
    
    Notification
service for
underground work.2
    
    Septic Tank & Drain
Field Permit
    
    Owner3
    
    Railroad Permit/Approval
    
    Owner
    
    Design-Builder4
    
    Archeological Survey
    
    Owner5
    
    Highway Access Permit
    
    Owner
    
    
    
    State Department of
Transportation or
County6
    
    Building Permits
    
    Design-BuilderMechanical
    
    Design-BuilderElectrical
    
    Design-BuilderStructures
    
    Design-Builder7
    
    Construction Air Permit
    
    Owner
    
    Design-Builder8
    
    Construction Permit
    
    Owner
    
    Design-Builder9
    
    Operations Permit
    
    Owner
    
    Design-Builder10
    
    Wastewater Permit
    
    Owner
    
    Design-Builder11
    
    Water Appropriation
Permit
    
    Owner
    
    Design-Builder12
    
    Fire Protection
    
    Owner
    
    Design-Builder
  Siouxland Ethanol, LLC
    
    G-1January 5, 2006




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ResponsibilityType of
    
    for Obtaining
    
    Assistance inNo.
    
    Application/Permit
    
    Permit
    
    Preparation
    
    Notes13
    
    Above Ground Storage
Tank Permit
    
    Design-Builder14
    
    BATF
    
    Owner
  Siouxland Ethanol, LLC
    
    G-2January 5, 2006




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EXHIBIT H
 Form of Performance Bond
 
 CONTRACTOR (Name and Address):
    
    Amount: [Amount]Fagen, Inc.
    
    Description (Name and Location):P. O. Box 159 [Project Name and Location]Granite Falls, MN 56241
    
    OWNER (Name and Address):CONSTRUCTION CONTRACT
    
    [Owner Name/Address]Date:
    
    SURETY (Name and Principal Place ofBusiness): [Name/Place of Business]
 o o
  Company:
    
    (Corporate Seal)
    
    Company:
    
    (Corporate Seal)
  Signature:
    
    
    
    Signature:
 Name and Title:
    
    
    
    Name and Title:
  (FOR INFORMATION Only- Name, Address and Telephone)
     Siouxland Ethanol, LLC
    
    H-1January 5, 2006




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Siouxland Ethanol, LLC
    
    H-2January 5, 2006




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Siouxland Ethanol, LLC
    
    H-3January 5, 2006




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Siouxland Ethanol, LLC
    
    H-4January 5, 2006




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MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
  
 (Space is provided below for additional signatures of added parties other than those appearing
on the cover page.)
 CONTRACTOR AS PRINCIPAL
    
    
    
    SURETY(Corporate Seal)
    
    
    
    (Corporate Seal)Company:
    
    
    
    Company:Address:
    
    
    
    Address:Name and Title:
    
    
    
    Name and Title:Signature:
    
    
    
    Signature:
  Siouxland Ethanol, LLC
    
    H-5January 5, 2006




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DUAL OBLIGEE RIDER
  Performance and Payment Bond NO.
  Notwithstanding anything contained herein to the contrary, there shall be no
liability on the part of the Principal or Surety under this bond to the Obligees, or
either of them, unless the Obligees, or either of them, shall make payments to the
Principal or to the Surety in case it arranges for completion of the Contract upon
default of the Principal, strictly in accordance with the terms of said Contract as
to payments, and shall perform all the other obligations required to be performed
under said Contract at the time and in the manner therein set forth.
   Fagen, Inc.(Contractor)By:[                    ](Surety)By:
  Siouxland Ethanol, LLC
    
    H-6January 5, 2006




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EXHIBIT I
 Work Schedule and Owners Milestones
 OWNER'S RESPONSIBILITIES
    
    NUMBER OF DAYS TO BECOMPLETED AFTER NOTICE TOPROCEEDNotice to Proceed
    
    
    0Obtain Builders Risk policy in the amount of
the Contract Price, obtain Boiler and Machinery
Insurance, and obtain Terrorism Coverage per
TRIA
    
    
    *Storm Water Permits Complete
    
    
    *Natural Gas/Propane Supply Agreements Complete
    
    
    *Water Supply and Service Agreements Complete
    
    
    *Risk Insurance Provider Selected/Fire Protection
Requirements Known
    
    
    *NPDES Discharge Point Selected
    
    
    *Electrical Service
    
    
    *Water Pre-Treatment System Design Complete
    
    
    *Wastewater Discharge System Complete
    
    
    *Operating Permits Complete
    
    
    *Discharge Permits Complete
    
    
    *Pumphouse/Water Pre-treatment System Complete
    
    
    *Fire Protection System Complete
    
    
    *Administrative Building Complete
    
    
    *Paving (Plant Roads) Complete
    
    
    *Rail Spur Complete
    
    
    *Employees Hired and Ready for Training
    
    
    *Natural Gas Pipeline Complete
    
    
    *
 NUMBER OF DAYS TO BE COMPLETED AFTERDESIGN-BUILDERS RESPONSIBILITIES
    
    NOTICE TO PROCEEDSubstantial Completion
    
    
    485Final Completion
    
    
    545
   Siouxland Ethanol, LLC
    
    I-1January 5, 2006




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EXHIBIT J
 Preliminary Construction Documents
  Siouxland Ethanol, LLC
    
    J-1January 5, 2006




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EXHIBIT K
 Draw (Payment) Schedule
 
 PreviouslyMonth #
    
    This Month
    
    Completed
    
    Total
    
    % of Total1
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %2
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %3
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %4
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %5
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %6
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %7
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %8
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %9
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %10
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %11
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %12
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %13
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %14
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %15
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %16
    
    $
    *
    
    
    $
    *
    
    
    $
    *
    
    
    
    *
    %
 
 *
    
    Portion omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.***
    
    $5,000,000 Mobilization Fee included in 1st Billing  Siouxland Ethanol, LLC
    
    K-1January 5, 2006




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EXHIBIT L
 Air Emissions Application or Permit
  Siouxland Ethanol, LLC
    
    L-1January 5, 2006




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EXHIBIT M
 Phase I and Phase II Engineering Services Agreement
 Siouxland Ethanol, LLC
    
    M-1January 5, 2006