##### 



Exhibit 10.9
   OWNER
  DESIGN-BUILDER




---



##### 



TABLE OF CONTENTS
 PageArticle 1
    
    Definitions, Rules of Interpretation
    
    
    11.1
    
    Rules of Construction
    
    
    11.2
    
    Defined Terms
    
    
    2Article 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 Service
    
    
    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sElection 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
    
    
    16
 i




---



##### 



Page6.4
    
    Project Start-Up and Testing
    
    
    166.5
    
    Substantial Completion
    
    
    176.6
    
    Final Completion
    
    
    186.7
    
    Additional Labor
    
    
    196.8
    
    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
    
    
    21Article 8
    
    Warranties
    
    
    228.1
    
    Design-Builder Warranty
    
    
    228.2
    
    Correction of Defective Work
    
    
    238.3
    
    Warranty Period Not Limitation to Owners Rights
    
    
    23Article 9
    
    Contract Price
    
    
    239.1
    
    Contract Price
    
    
    239.2
    
    Effect of Construction Cost Index Increase on 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
    
    
    3013.4
    
    Requests for Contract Adjustments and Relief
    
    
    31Article 14
    
    Indemnity
    
    
    3114.1
    
    Tax Claim Indemnification
    
    
    31
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 ii




---



##### 



Page14.2
    
    Payment Claim Indemnification
    
    
    3114.3
    
    Design Builders General Indemnification
    
    
    3114.4
    
    Owners General Indemnification
    
    
    3214.5
    
    Patent and Copyright Infringement
    
    
    32Article 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
    
    
    3515.4
    
    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
    
    
    37Article 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
    
    
    3917.3
    
    Owners Liability Insurance
    
    
    4017.4
    
    Owners Property Insurance
    
    
    4017.5
    
    Coordination with Loan Documents
    
    
    41Article 18
    
    Representations and Warranties
    
    
    4218.1
    
    Design-Builder and Owner Representations and Warranties
    
    
    4218.2
    
    Design-Builder Representations and Warranties
    
    
    42Article 19
    
    Dispute Resolution
    
    
    4219.1
    
    Dispute Avoidance and Mediation
    
    
    4219.2
    
    Arbitration
    
    
    4319.3
    
    Duty to Continue Performance
    
    
    4319.4
    
    Consequential Damages
    
    
    43Article 20
    
    Confidentiality of Shared Information
    
    
    4420.1
    
    Non-Disclosure Obligation
    
    
    4420.2
    
    Publicity and Advertising
    
    
    4420.3
    
    Term of Obligation
    
    
    44Article 21
    
    Miscellaneous
    
    
    4521.1
    
    Assignment
    
    
    4521.2
    
    Successors
    
    
    4521.3
    
    Governing Law
    
    
    4521.4
    
    Severability
    
    
    4521.5
    
    No Waiver
    
    
    45
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 iii




---



##### 



Page21.6
    
    Headings
    
    
    4521.7
    
    Notice
    
    
    4521.8
    
    No Privity with Design Consultant/Subcontractors
    
    
    4621.9
    
    Amendments
    
    
    4621.10
    
    Entire Agreement
    
    
    4721.11
    
    Third-Party Beneficiaries
    
    
    4721.12
    
    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  Form of Payment Bond
    
    
    I-1EXHIBIT J  Work Schedule
    
    
    J-1EXHIBIT K  Preliminary Construction Documents
    
    
    K-1EXHIBIT L  Draw (Payment) Schedule
    
    
    L-1EXHIBIT M  Construction Permit
    
    
    M-1EXHIBIT N  Phase I and Phase II Engineering Services Agreement
    
    
    N-1
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 iv




---



##### 



LUMP SUM DESIGN-BUILD CONTRACT
 Agreement Effective Date Owner Design-Builder
 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.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006




---



##### 



1.2 Defined Terms.
 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
 Baseline Index
 Change Order
 CCI
 Certificate of Substantial Completion
 Construction Documents
 Contract Documents
 Contract Price
 Damages
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 2




---



##### 



Day Days
 Design-Builder
 Design-Builders Representative
 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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 3




---



##### 



Hazardous Conditions
 ICM
 ICM License Agreement
 Indemnified Parties
 Independent Engineer
 Legal Requirements Laws
 Lenders
 Lenders Agent
 Manufacturers Warranty
 MGY
 Notice to Proceed
 Oversight Items
 Owner
 Owner Indemnified Parties
 Owner Milestones
 Owners Representative
 Owners Senior Representative
 Pass Through Warranties
 Pay Period
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 4




---



##### 



th
 Payment Bond
 Performance Bond
 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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 5




---



##### 



Article 2
 The Project
 2.1 Services to be Performed. Project
 2.2 Extent of Agreement. Contract
Documents
 2.2.1
 2.2.2
 List of Exhibits
 Exhibit 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
    
    Form of Payment BondExhibit J
    
    Work ScheduleExhibit K
    
    Preliminary Construction DocumentsExhibit L
    
    Draw (Payment) ScheduleExhibit M
    
    Construction PermitExhibit N
    
    Phase I and Phase II Engineering Services Agreement
 2.2.3
 2.3 Conflicting Provisions.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 6




---



##### 



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; andd)
    
    Site layout.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 7




---



##### 



3.2.2 Construction
Documents
 3.2.3
 3.2.4
 3.2.5
 3.3 Standard of Care.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 8




---



##### 



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.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 9




---



##### 



3.7 Project Safety.
 3.7.1 Safety Representative
 3.7.2
 3.7.3
 3.8 Submission of Reports. Progress Report
 3.9 Training.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 10




---



##### 



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;
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 11




---



##### 



(e)
    
    to the extent available, as-built and record drawings of any
existing structures at the Site; and(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.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 12




---



##### 



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.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 13




---



##### 



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.
 (i)
    
    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(ii)
    
    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 Two Million
Five Hundred Thousand Dollars ($2,500,000.00) as compensation for the limited right to
use the Work Product completed as is on the date of termination in accordance with
this Article 5.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 14




---



##### 



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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 15




---



##### 



6.2 Phase I and Phase II Engineering.
 6.3 Notice to Proceed; Commencement. Notice to Proceed
 6.3.1
 
 6.4 Project Start-Up and Testing.
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 16




---



##### 



6.5 Substantial Completion.
 6.5.1 Scheduled Substantial Completion Date
 6.5.2 Substantial Completion
 6.5.3 Procedures Certificate of
Substantial Completion 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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 17




---



##### 



has been issued for the portion of Work addressing the items set
forth in Section 6.5.3 above, (ii) Design-Builder and Owner have, to the extent
required, obtained the consent of their sureties and insurers and the
appropriate government 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.
 6.5.4 Early Completion Bonus Early
Completion Bonus
 6.5.5
 6.6 Final Completion.
 6.6.1
 6.6.2 Final Completion
 (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;
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 18




---



##### 



(g)
    
    certificates of insurance confirming that required coverages
will remain in effect consistent with the requirements of the Contract
Documents have been obtained;(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;
and(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.
 6.6.5
 6.7 Additional Labor.
 6.8 Post Completion Support.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 19




---



##### 



Article 7
 Performance Testing and Liquidated Damages
 7.1 Performance Guarantee. Performance Guarantee Criteria
 7.1.1
 7.2 Performance Testing.
 7.2.1 Performance Tests
 7.2.2
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 20




---



##### 



7.2.3
 7.3 Liquidated Damages.
 7.3.1 th
 7.3.2 Maximum Liquidated Damages.
 7.3.3
 7.4 Bonds and Other Performance Security.
 7.4.1 Performance
Bond
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 21




---



##### 



(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 7.5% for
obtaining such bonds or security, such fee to be calculated by multiplying 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.
 7.4.2 Payment
Bond
 (a)
    
    Design-Builder shall post additional bonds or security (which
must be in form and substance reasonably satisfactory to Owner and the Lenders)
or shall increase the amount of the Payment Bond by the amount of any increase
to the Contract Price.(b)
    
    The Payment Bond shall secure the Design-Builders obligations
to pay its Subcontractors, vendors and suppliers.(c)
    
    The Payment Bond shall provide the conditions upon which
Subcontractors, vendors and suppliers may draw upon such Payment Bond following
Design-Builders failure to pay amounts due such Subcontractors, vendors and
suppliers.
 Article 8
 Warranties
 8.1 Design-Builder Warranty.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 22




---



##### 



8.2 Correction of Defective Work.
 8.2.1
 8.2.2
 8.3 Warranty Period Not Limitation to Owners Rights.
 Article 9
 Contract Price
 9.1 Contract Price.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 23




---



##### 



Contract Price
 9.2 Effect of Construction Cost Index Increase on Contract Price. CCI
 9.2.1 Baseline
Index
 9.2.2
 Article 10
 Payment Procedures
 10.1 Payment at Financial Closing
 10.2 Progress Payments.
 10.2.1 Application for Payment. th Application for Payment
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 24




---



##### 



10.2.2
 10.2.3
 10.2.4
 10.2.5 Schedule of Values. Schedule of Values
 10.2.6 Withholding of Payments.
 10.2.7 Retainage on Progress Payments.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 25




---



##### 



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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 26




---



##### 



11.1.2
 11.1.3
 11.1.4
 11.1.5
 11.1.6
 11.2 Differing Site Conditions; Inspection.
 11.2.1 Differing Site Conditions
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 27




---



##### 



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;
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 28




---



##### 



(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)
    
    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.
 Article 13
 Changes to the Contract Price and Scheduled Completion Dates
 13.1 Change Orders.
 13.1.1 Change Order
 (a)
    
    the scope of the change in the Work;
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 29




---



##### 



(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
 13.3 Emergencies.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 30




---



##### 



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 Owner Indemnified Parties Damages
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 31




---



##### 



14.3.2
 14.3.3
 14.3.4
 14.4 Owners General Indemnification.
 14.4.1
 14.4.2
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 32




---



##### 



14.5 Patent and Copyright Infringement.
 14.5.1
 14.5.2
 14.5.3
 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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 33




---



##### 



15.2.2
 15.2.3
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 34




---



##### 



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.
 15.3.2
 15.4 Design-Builders Right to Stop Work.
 15.4.1
 15.4.2
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 35




---



##### 



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 government 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 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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 36




---



##### 



(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.
 Article 16
 Representatives of the Parties
 16.1 Designation of Owners Representatives. Owners Senior Representative
 [Owners Representative
Title
Address
Telephone:
Facsimile:]
 Owners
Representative
 [Owners Senior Representative
Title
Address
Telephone:
Facsimile:]
 16.2 Designation of Design-Builders Representatives. Design-Builders Senior
Representative
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 37




---



##### 



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
 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 Limit
Each Occurrence
    
    $
    1,000,000Excess Liability  Umbrella Form:Each Occurrence
    
    $
    20,000,000Aggregate
    
    $
    20,000,000Workers Compensation
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 38




---



##### 



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
 (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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 39




---



##### 



17.2.4
 17.2.5
 17.3 Owners Liability Insurance
 17.4 Owners Property Insurance.
 17.4.1
 17.4.2
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 40




---



##### 



17.4.3
 17.4.4
 17.4.5
 17.4.6
 17.4.7
 17.5 Coordination with Loan Documents.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 41




---



##### 



Article 18
 Representations and Warranties
 18.1 Design-Builder and Owner Representations and Warranties.
 (i)
    
    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;(ii)
    
    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;(iii)
    
    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(iv)
    
    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 Representations and Warranties.
 Article 19
 Dispute Resolution
 19.1 Dispute Avoidance and Mediation.
   ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 42




---



##### 



AAA
 19.2 Arbitration.
    19.3 Duty to Continue Performance.
 19.4 Consequential Damages.
 19.4.1
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 43




---



##### 



19.4.2
 Article 20
 Confidentiality of Shared Information
 20.1 Non-Disclosure Obligation.
 20.2 Publicity and Advertising.
 20.3 Term of Obligation.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 44




---



##### 



Article 21
 Miscellaneous
 21.1 Assignment
 21.2 Successors.
 21.3 Governing Law.
 21.4 Severability.
 21.5 No Waiver.
 21.6 Headings.
 21.7 Notice.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 45




---



##### 



21.8 No Privity with Design Consultant/Subcontractors.
 21.9 Amendments.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 46




---



##### 



21.10 Entire Agreement.
 21.11 Third-Party Beneficiaries.
 21.12 Counterparts.
 21.13 Survival.
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 47




---



##### 



IN WITNESS WHEREOF
 OWNER:
    
    
    
    DESIGN-BUILDER:Advanced BioEnergy, LLC

(Name of Owner)
    
    
    
    Fagen, Inc.

(Name of Design-Builder)/s/ Revis L. Stephenson III

(Signature)
    
    
    
    /s/ Ron Fagen

(Signature)Revis L. Stephenson III

(Printed Name)
    
    
    
    Roland Ron Fagen

(Printed Name)Chairman

(Title)
    
    
    
    CEO and President

(Title)Date: 3/16/06
    
    
    
    Date: 3/20/06
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 48




---



##### 



EXHIBIT A
 Performance Guarantee Criteria
 Criteria
    
    Specification
    
    Testing Statement
    
    DocumentationPlant Capacity 
fuel grade ethanol
    
    Operate at a rate
of 100 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.Dried Distillers
Grains with
Solubles (DDGS)
    
    Dry all DDGS to
produce 11%
moisture DDGS
    
    Seven day
performance test
    
    Production records
and written
analysis by
Design-Builder.Corn to Ethanol
Conversion 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
ground 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
and 100% of all DDG
with syrup to 11%
moisture.
(This Performance
Criteria relates to
production of
    

    As determined by
meter readings
during a seven day
performance test.
    
    Production records
and written
analysis by
Design-Builder.
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 A-1




---



##### 



Criteria
    
    Specification
    
    Testing Statement
    
    Documentationethanol and
excludes any
natural gas usage
that may occur for
drying corn).Process Water
Discharge
    
    Zero gallons under
normal operations
    
    Process discharge
meter
    
    Control System
reportsAir Emissions
    
    Must meet the
requirements
prescribed as of
the date hereof by
the State of
Nebraska Department
of Environmental
Quality, Air
Quality Division
for a synthetic
minor source.
    
    Must meet the
requirements as
prescribed in the
Construction Permit
attached hereto as
Exhibit M as
revised by
Design-Builder.
    
    Written report by
Owners Air
Emission Tester.
 DISCLAIMER:
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 A-2




---



##### 



EXHIBIT B
 General Project Scope
 2
     ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 B-1




---



##### 



dryer(s)
     ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 B-2




---



##### 



EXHIBIT C
 Owners Responsibilities
  1)
    
    Land and Grading Owner shall provide a site near Fairmont, 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.Other items to be provided by the Owner include, but are not limited to, the following: initial
site survey (boundary and topographic) as required by the Design-Builder, layout of the property
corners including two construction benchmarks, Soil Borings and subsequent Geotechnical Report
describing recommendation for Roads, foundations and if required, soil
stabilization/remediation, land disturbance permit, erosion control permit, site grading as
described above with minimum soil standards, placement of erosion control measures, plant access
road from a county, state or federal road designed to meet local county road standards, plant
storm and sanitary sewers, fire water system with hydrants and plant water main branches taken
from the system to be within five feet of the designated building locations, all tanks, motors
and other equipment associated with or necessary to operate the fire water loop and associated
systems, plant roads as specified and designed for the permanent elevations and effective depth,
construction grading plan as drawn (including site retention pond), plant water well and
associated permit(s). Owner shall also provide the final grading, seeding, and mulching, and
the site fencing at the site.Owner is encouraged to obtain preliminary designs/information and estimates of the cost of
performing all Owner required permits and services as stated in this Exhibit C. Specifically,
the cost of the fire water systems (including associated fire water pumps, required tank,
building (if required), sprinklers, and all other equipment and materials associated with the
fire water delivery systems) is estimated being in excess of $2,000,000. The requirements of
each state and the decisions of each Owner will increase or decrease the actual cost.Owner shall
prepare site according to Design-Builders engineering plans provided for the site work under
the Phase I and Phase II Engineering Agreement.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.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 C-1




---



##### 



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 Continuous supply of natural gas of at least 3.2
billion cubic feet per year, at a minimum rate of 450  550 MCF per hour and at a minimum
pressure of 75  200 psig at the plant site. 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)
    
    Temporary Electrical Service Owner shall secure electrical service to supply a minimum 750
KW of 3 phase, 480/277 volt electrical power during construction. Owner shall procure,
install, and maintain temporary service to up to three 3 phase, 480/277 volt temporary service
transformers located throughout the site. The transformer sizing, locations, and underground
electrical feed routing layout are to be determined jointly by the Owner, the Design-Builder
and the energy supplier. Design-Builder shall pay energy demand and usage charges up to
Substantial Completion.
 7)
    
    Permanent Electrical Service (1) 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 12.5 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 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.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 C-2




---



##### 



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.8)
    
    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 side-letter agreements 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 Owner at Design-Builders standard time plus
material rates during the relevant time period and at the relevant locale. A side-letter
agreement between Owner and Design-Builder shall be executed by Owner and Design-Builder to
compensate Design-Builder, at Design-Builders standard time plus materials rates during the
relevant time period and at the relevant locale, for any costs and expenses related to such
water pre-treatment system.9)
    
    Wastewater Discharge System, Permits and/or Service Agreement Owner to provide 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.10)
    
    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.11)
    
    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
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 C-3




---



##### 



sole and absolute cost and responsibility of Owner and Design-Builder shall have no
responsibility in regards thereto.12)
    
    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.13)
    
    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. Owner shall supply drawings and Phase II redline
drawings to Design-Builder.14)
    
    Drawings Owner shall supply drawings to Design-Builder of items supplied under items 11)
and 13) and also supply Phase II redline drawings.15)
    
    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
side-letter agreements 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
Owner at Design-Builders standard time plus material rates during the relevant time period and
at the relevant locale. A side-letter agreement between Owner and Design-Builder shall be
executed by Owner and Design-Builder to compensate Design-Builder, at Design-Builders standard
time plus materials rates during the relevant time period and at the relevant locale, for any
costs and expenses related to such Fire Protection System.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 C-4




---



##### 



Table 1 Minimum Soil Bearing Pressure  Responsibility of Owner
 ** Subject to revision based on detailed design and engineering.
 Required Allowable Soil BearingDescription
    
    Pressure (pounds per square foot)Grain Storage Silos
    
    
    7,000DDGS Storage Silos
    
    
    5,000Cook Water Tank
    
    
    4,500Methanator Feed Tank
    
    
    4,500Liquefaction Tank #1
    
    
    3,500Liquefaction Tank #2
    
    
    3,500Fermentation Tank #1
    
    
    5,000Fermentation Tank #2
    
    
    5,000Fermentation Tank #3
    
    
    5,000Fermentation Tank #4
    
    
    5,000Fermentation Tank #5
    
    
    5,000Fermentation Tank #6
    
    
    5,000Fermentation Tank #7
    
    
    5,000Beerwell
    
    
    5,000Whole Stillage Tank
    
    
    4,500Thin Stillage Tank
    
    
    4,500Syrup Tank
    
    
    4,500190 Proof Day Tank
    
    
    3,000200 Proof Day Tank
    
    
    3,000Denaturant Tank
    
    
    3,000Fire Water Tank
    
    
    3,000Denatured Ethanol Tank #1
    
    
    3,000Denatured Ethanol Tank #2
    
    
    3,000Distillation Mat Foundation
    
    
    4,500All Other Areas
    
    
    3,000
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 C-5




---



##### 



Table 2 Maintenance and Power Equipment  Responsibility of Owner
 Description
    
    Additional DescriptionSpare Parts
    
    Spare parts
Parts bins
Misc. materials, supplies and equipmentShop supplies and equipment
    
    One shop welder
One portable gas welder
One plasma torch
One acetylene torch
One set of power tools
Two sets of hand tools with tool boxes
Carts and dollies
Hoists (except centrifuge overhead crane)
Shop tables
Maintenance office furnishings & supplies
Fire Extinguishers
Reference books
Safety manuals
Safety cabinets & supplies, etc.
Safety showers as requiredRolling stock
    
    Used 1 1/2 yard front end loader
New Skid loader
Used Fork lift
Used Scissors lift, 30 foot
Used Pickup truck
Track Mobile
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 C-6




---



##### 



EXHIBIT D
 ICM License Agreement
 THIS LICENSE AGREEMENT th
       ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 D-1




---



##### 



ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 D-2




---



##### 



ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 D-3




---



##### 



ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 D-4




---



##### 



IN WITNESS WHEREOF, the parties hereto have executed this License Agreement, the Effective Date of
which is indicated on page 1 of this License Agreement.
 OWNER:
    
    ICM:Advanced BioEnergy, LLC
    
    ICM, Inc.By: /s/ Revis L. Stephenson III
    
    By: /s/ Dave Vander GriendTitle: Chairman
    
    Title: CEODate Signed: 3/16/06
    
    Date Signed: 3/24/06Address for giving notices:
    
    Address for giving notices:137 N. 8th St
    
    301 N First StreetGeneva, NE 68361
    
    Colwich, KS 67030
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 D-5




---



##### 



EXHIBIT E
 Schedule of Values
 ADVANCED BIO-ENERGY, LLC
Fairmount, NE
100 MGY Dry Grind Ethanol Plant
 DESCRIPTION
 1
    
    MOBILIZATION
    
    $
    [*]2
    
    ENGINEERING
    
    $
    [*]3
    
    GENERAL CONDITIONS
    
    $
    [*]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 & 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
    
    START-UP
    
    $
    [*]28
    
    DEMOBILIZATION
    
    $
    [*]29
    
    
    
    $
    [*]TOTAL
    
    $
    98,000,000
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 E-1




---



##### 



EXHIBIT F
 Example)
 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.
  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.
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 F-1




---



##### 



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.
      ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 F-2




---



##### 



EXHIBIT G
 Required Permits
 Responsibility for
    
    Assistance inNo.
    
    Type of Application/Permit
    
    Obtaining 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-Builder13
    
    Above Ground Storage Tank
Permit
    
    Design-Builder14
    
    TTB Permit
    
    Owner
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 G-1




---



##### 



EXHIBIT H
 
 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]BOND#Date (Not earlier than Construction Contract Date):Amount:Modifications to this Bond:                 o None
    
    o See Page 2CONTCONTRACTOR AS PRINCIPAL
    
    SURETYCompany:                      (Corporate Seal)
    
    Company:                      (Corporate Seal)Fagen, Inc.
 Signature:
    
    
    
    
    
    
    
    Signature:Name and Title:
    
    
    
    Name and Title:
 (Any additional signatures appear an page 2.)(FOR INFORMATION Only- Name, Address and Telephone)
    
    OWNERS REPRESENTATIVE (Architect, Engineer or other party):AGENT or BROKER:
       ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 H-1




---



##### 



ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 H-2




---



##### 



MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
 This
bond is subject to the attached Dual Obligee Rider dated
 (Space is provided below for additional signatures of added parties other than those appearing
on the cover page.)
 CONTRACTOR AS PRINCIPAL
    
    
    
    Name and Title:(Corporate Seal)Signature:Company:Address:
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 H-3




---



##### 



SURETY
    
    
    
    Name and Title:(Corporate Seal)Signature:Company:Address:
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 H-4




---



##### 



DUAL OBLIGEE RIDER
  Performance and Payment Bond NO.    Fagen, Inc.
    
 Fagen, Inc.(Contractor)By:[                                 ](Surety)By:
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 H-5




---



##### 



EXHIBIT I
 
 CONTRACTOR (Name and Address):
    
    SURETY (Name and Principal Place of Business):Fagen, Inc.P. O. Box 159Granite Falls, MN 56241OWNER (Name and Address):[NAME AND ADDRESS]CONSTRUCTION CONTRACTDate:Amount:Description (Name and Location):BOND #Date (Not earlier than ConstructionContract Date):Amount:Modifications to this Bond: o None o See Page 2CONTRACTOR AS PRINCIPAL SURETYCompany:                (Corporate Seal)                Company:                (Corporate Seal)Fagen, Inc.
 Signature:
    
    
    
    Signature:Name and Title:
    
    
    
    Name and Title:
 (Any additional signatures appear an page 2.)
 (FOR INFORMATION OnlyName, Address and Telephone)
    
    OWNERS REPRESENTATIVE (Architect, Engineer or other party):AGENT or BROKER:
     ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 I-1




---



##### 



ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 I-2




---



##### 



ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 I-3




---



##### 



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:
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 I-4




---



##### 



DUAL OBLIGEE RIDER
  Performance and Payment Bond NO.    Fagen, Inc.
   
 Fagen, Inc.(Contractor)By:[                                                                 ](Surety)By:
 ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 I-5




---



##### 



EXHIBIT J
 Work Schedule
 NUMBER OF DAYS TOBE COMPLETED AFTEROWNERS RESPONSIBILITIES
    
    NOTICE TO PROCEEDNotice to Proceed
    
    
    [*]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
    
    
    [*]Administration Building Complete
    
    [*]Paving (Plant Roads) Complete
    
    [*]Rail Spur Complete
    
    [*]Employees Hired and Ready for Training
    
    [*]Natural Gas Pipeline Complete
    
    [*]
 NUMBER OF DAYS TOBE COMPLETED AFTERDESIGN-BUILDERS RESPONSIBILITIES
    
    NOTICE TO PROCEEDSubstantial Completion
    
    
    485Final Completion
    
    
    575
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 J-1




---



##### 



EXHIBIT K
 Preliminary Construction Documents
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 K-1




---



##### 



EXHIBIT L
 Draw (Payment) Schedule
 ADVANCED BIO-ENERGY, LLC
Fairmont, NE
 PreviouslyMonth #
    
    This Month
    
    Completed
    
    Total
    
    % of Total1
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %2
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %3
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %4
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %5
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %6
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %7
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %8
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %9
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %10
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %11
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %12
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %13
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %14
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %15
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %16
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]
    
    
    
    [*]
    %$
    [*]
 *** $8,000,000 Mobilization Fee included in 1st Billing
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 L-1




---



##### 



EXHIBIT M
 Construction Permit
  ADVANCED BIOENERGY, LLC
    
    March 16, 2006
 M-1




---



##### 



EXHIBIT N
 Phase I and Phase II Engineering Services Agreement
  N-1