Exhibit 10.19


FIRST AMENDMENT


TO


LUMP SUM DESIGN-BUILD AGREEMENT


BETWEEN 

HIGHWATER ETHANOL, LLC AND FAGEN, INC.


* Portions omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.


RECITALS


A.                                  Highwater
Ethanol, LLC (“Highwater”) and Fagen, Inc. (“Fagen”) (collectively, “the
Parties”) have entered into that certain Lump Sum Design-Build Agreement dated
September 28, 2006 (the “Agreement”);


B.                                    The
Agreement contemplates the development and construction of a fifty (50) million
gallons per year (“MGY”) dry grind ethanol facility (the “Project”); and


C.                                    The
Parties mutually desire to amend and restate Exhibit A to the Agreement to
provide that the Project may operate over a 24 hour period at a rate of 55 MGY
of denatured fuel grade ethanol meeting the specifications of ASTM 4806 based
on 353 days of operation per calendar year and 4.76% denaturant.


NOW, THEREFORE,
in consideration of the foregoing and the agreements set forth herein, the
Parties hereby agree for themselves and their respective successors and assigns
as follows:


1.                                      Acknowledgement
of Recitals. The Parties are accurately described above, the Recitals set
forth above are adopted as the agreement of the Parties, and the facts and
statements set forth therein are acknowledged and agreed to be true and
accurate.


2.                                      Amendment
to Agreement.  Pursuant to this First
Amendment to Lump Sum Design-Build Agreement, (“Amendment”), the Parties amend
and restate the terms of Exhibit A as follows:


EXHIBIT A



Performance Guarantee Criteria


	
  Criteria

  	
   

  	
  Specification

  	
   

  	
  Testing Statement

  	
   

  	
  Documentation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plant Capacity — fuel grade ethanol

  	
   

  	
  Operate at a rate of 55 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.

  	
   

  	
  24 hour performance test

  	
   

  	
  Production records and written report by
  Design-Builder.

  



 













 


	
  Plant 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 written report by
  Design-Builder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corn to Ethanol Conversion ratio; [*]

  	
   

  	
  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

  	
   

  	
  0.75 kWh per denatured gallon of fuel grade ethanol
  [*]

  	
   

  	
  As determined by meter readings during a seven day
  performance test.

  	
   

  	
  Production records and written analysis by
  Design-Builder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natural Gas

  	
   

  	
  Shall not exceed 34,000 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.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   *Portion
  omitted pursuant to a request for confidential treatment and filed separately
  with the Securities and Exchange Commission.

  



 



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  Air Emissions

  	
   

  	
  Must meet the requirements prescribed as of the date
  hereof by the State of Minnesota Pollution Control Agency, Air Quality
  Division.

  	
   

  	
  Must meet the requirements as prescribed in the Air
  Permit Application to be provided by Owner, approved by Design-Builder, and
  attached as Exhibit K.

  	
   

  	
  Written report by Owner’s Air Emission Tester.

  



 


As part of the
Performance Guarantee Criteria the Plant shall operate in accordance with all
Legal Requirements.


DISCLAIMER:


Owner’s
failure to materially comply with the operating procedures issued by ICM,
Inc./Fagen, Inc. shall void all performance guaranties and warranties set forth
in this Design-Build Agreement.


Owner understands that the
startup of the plant requires resources and cooperation of the Owner, vendors
and other suppliers to the project. 
Design-Builder disclaims any liability and Owner indemnifies
Design-Builder for non-attainment of the Performance Guarantee Criteria
directly or indirectly caused by material non-performance or negligence of
third parties not retained by Design-Builder.


3.                                      Continuing
Effect.  Except as expressly modified
by this Amendment, all of the provision of the Agreement remain in full force
and effect.


IN WITNESS WHEREOF,
Highwater and Fagen have caused this Amendment to be executed by their duly
authorized representatives.


	
  FAGEN, INC.

  	
   

  	
  HIGHWATER ETHANOL, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Roland “Ron”
  Fagen

  	
   

  	
  /s/ Brian Kletscher

  	
   

  
	
  By: Roland “Ron”
  Fagen

  	
   

  	
  By: Brian Kletscher

  	
   

  
	
  Its:
  CEO/President

  	
   

  	
  Its: President

  	
   

  



 



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