Settlement Agreement between Liberty Renewable Fuels LLC and REC




 Exhibit 10.14 
 SETTLEMENT AGREEMENT 
 This Settlement Agreement is effective as of June 9, 2006, and memorializes the
settlement reached during mediation on June 9, 2006. 
 1. Definitions. The following terms shall have the indicated
meanings: 
  

	 	a.	“Liberty” means “Liberty Renewable Fuels, LLC. 

  

	 	b.	“REC” means Renewable Energy Consultants, LLC. 

  

	 	c.	“Bateman” means Mark and Terri Bateman. 

  

	 	d.	“Chesak” means Rick and Susan Chesak. 

  

	 	e.	“Brearley” means Cyndi Brearley. 

  

	 	f.	“Lawsuit” means that certain lawsuit styled Liberty Renewable Fuels, L.L.C. v. Mark Bateman, Renewable Energy Consultants, L.L.C., Rick Chesak, and Cindy Brearley,
Case No. 06-04131-C, and filed in the 35th Circuit Court of Shiawassee County, Michigan. 

  

	 	g.	“REC Parties” means all of REC, Bateman, Chesak, and Brearley. 

  

	 	h.	“Ethanol Refinery” means a refinery facility constructed in Gratiot County, Michigan or in another location in Michigan within 75 miles of Gratiot County, capable of
manufacturing ethanol from distilling corn, as contemplated in that certain feasibility study, dated April of 2006, and prepared for Liberty by PRX (ProExporter Network). 

  

	 	i.	“Board Approval” means approval of the execution of this Settlement Agreement by the board of directors of Liberty, and the execution and delivery of this Agreement by
Liberty. 

  

	 	j.	 “Accelerating Event” shall mean and include any or all of the following: (a) the sale or other transfer of all or substantially all of the assets of
Liberty, or the sale or other transfer of Liberty’s interest in the Ethanol Refinery project, in a transaction in which the acquiring entity does not assume all of Liberty’s obligations under this Agreement; (b) the sale or other
transfer by all or substantially all of the members of Liberty of their interests in Liberty or their interests, if any, in the Ethanol Refinery project, in one transaction or in a series of related transactions; or (c) a merger of Liberty and
as a result thereof, the Public Offering contemplated in Section 3(c) hereof does not occur because all or substantially all of the financing needed to complete the Ethanol Refinery is being provided without the necessity of such Public
Offering. The foregoing notwithstanding, the following shall not constitute an Accelerating Event: (i) any transaction whose primary purpose is to 



  

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change the state of Liberty’s organization so long as the resulting company is obligated to perform Liberty’s obligations under this Agreement, and
(ii) any transaction whose primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held Liberty’s securities immediately before such transaction, so long as the holding
company and Liberty are jointly and severally liable for Liberty’s obligations under this Agreement. 
  

	 	k.	“Liberty Affiliate” means any present or former officer, director, manager, shareholder, member, partner, affiliate, subsidiary, or agent of Liberty.


  

	 	l.	“REC Affiliate” means any present or former officer, director, manager, shareholder, member, partner, affiliate, subsidiary, or agent of REC. 

  

	 	m.	“Party” or “Parties” means each of the REC Parties and REC Affiliates, and Liberty and each of Liberty’s Affiliates. 

  

	 	n.	“2/10 Document” means that certain document, so defined and attached as Exhibit 1 to the Complaint filed by Liberty in the Lawsuit. 

  

	 	o.	“Complaint” means the Complaint filed by Liberty in the Lawsuit. 

  

	 	p.	“Points of Agreement” means the two page document signed by the Parties’ counsel on June 9, 2006 at the conclusion of the facilitative mediation session.


 2. Conveyance to Liberty and Termination of Agreements. The REC Parties and each of them convey to Liberty any
and all rights, title, and/or other ownership interest in and to Liberty, including without limitation, any rights in and to the Ethanol Refinery, which any of them has, had or has ever had, if any. In so conveying, each of the REC Parties
represents that they have not transferred or pledged any such interest to any other person, such that the transfer herein is made free and clear of any liens, claims, or encumbrances of any person. Further, any and all agreements, undertakings,
understandings, agreements, duties, contracts, and/or commitments, related to the Ethanol Refinery and/or related to any of the REC Parties’ and REC Affiliates’ actual or claimed ownership, development, management or other claimed rights
and obligations regarding Liberty, between on the one hand, Liberty and any Liberty Affiliates, and on the other hand, the REC Parties and any REC Affiliates, is hereby cancelled, terminated and rescinded for all purposes including without
limitation, the 2/10 Document and those certain Nondisclosure and Noncompete Agreements executed by any of the REC Affiliates, examples of which are attached as exhibits to the Complaint. 
 3. Payment to REC Parties. Liberty will pay to the REC Parties the following sums at the indicated times. All funds shall be paid by check,
made payable to REC, as Trustee for the REC Parties, and REC shall be solely responsible for delivery of funds to any of the REC Parties as their interests shall appear. Liberty has no responsibility for the further division of payments as among the
REC Parties. 
  

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	 	a.	“Initial Payment.” Liberty shall pay $20,000 within 7 days of Board Approval. 

  

	 	b.	“Second Payment.”: Liberty currently intends to conduct a private offering or offerings and sale of its equity securities principally to current investors, but also
to other investors (herein collectively called the “Second Offering”). Liberty shall pay to REC, as Trustee, ten percent (10%) of the gross cash proceeds received by Liberty in the Second Offering, up to a maximum amount of $150,000.
One Hundred Twenty-five Thousand ($125,000) of this amount shall be paid to the REC Parties by check made payable to REC and delivered to RFC’s attorneys, Fraser Trebilcock Davis & Dunlap, P.C., Attention: Michael E. Cavanaugh, and
Twenty-Five Thousand ($25,000) of this amount shall be paid to Cyndi Brearley in a check made payable to her and delivered to her attorneys, Fraser Trebilcock Davis & Dunlap, P.C., Attention: Michael E. Cavanaugh. In the event partial
payments are made, then as between Cyndi Brearley and the REC parties, payments shall be made pari passu in the same percentages. Such money shall be payable only when, as and if Liberty closes the Second Offering. Counsel for Liberty shall keep
counsel for REC Parties reasonably informed of the commencement of the Second Offering and its anticipated closing, including updates if events materially alter anticipated timetables previously given. 

  

	 	c.	“Third Payment.” Liberty currently intends, following the closing of the Second Offering, to conduct a public offering or offerings and sale of its equity
securities and otherwise arrange a debt and/or equity package, which raises the money necessary to build the Ethanol Refinery (herein collectively called the “Public Offering”). Liberty shall pay to REC, as Trustee, ten percent
(10%) of the gross cash proceeds received by Liberty in the Public Offering, up to a maximum amount of $350,000 plus the amount by which the aggregate amount paid by Liberty to the REC Parties under paragraph 3(b) above was less than $150,000.
Such money shall be payable only when, as, and if Liberty closes the Public Offering. Counsel for Liberty shall keep counsel for REC Parties reasonably informed of the commencement of the Public Offering and its anticipated closing, including
updates if events materially alter anticipated timetables previously given. 

  

	 	d.	Accelerating Event. In the event of the occurrence of an Accelerating Event, then all payments called for in Paragraph 3 (“Payments to REC Parties”) are due and
payable at the start of substantial construction of the Ethanol Refinery, whether or not new cash equity ever came into Liberty. 

  

	 	e.	The maximum amount payable to the REC Parties under this Agreement is $520,000. 

  

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	 	4.	Releases. 

  

	 	a.	Liberty Release. Liberty and each of the undersigned Liberty Directors and Liberty Members (investors) do hereby release and discharge the REC Parties and their officers,
employees, agents and directors (the “REC Released Parties”), from any claim or cause of action which any of them may have against any of the REC Released Parties, arising out of or connected with the formation and operation of Liberty, or
arising out of or connected with the Ethanol Refinery project, or arising out of or connected with any of the REC Parties’ and REC Affiliates’ actual or claimed ownership, development, management or other claimed rights and obligations
regarding Liberty, directly or indirectly, between on the one hand, Liberty and any Liberty Affiliates, and on the other hand, the REC Parties and any REC Affiliates, (including without limitation, any arising out of or connected with the 2/10
Document) whether known or unknown, fixed or contingent, arising in contract, tort (including without limitation, any claims for breach of fiduciary duty, tortious interference, conversion, and conspiracy), statute, rule or common law, and including
without limitation any and all claims which were asserted or could have been asserted in the Lawsuit. Without limiting the generality of the foregoing, Liberty and each of the undersigned Liberty Directors and Liberty Members (investors) do hereby
release the REC Released Parties from any responsibility and/or liability for any real or claimed breach of the 2/10 Document, and from any responsibility, liability or right to future performance with respect to such instrument. Upon effectiveness
of this Agreement, Liberty shall dismiss the Lawsuit. The dismissal of the Lawsuit will be stipulated by Liberty and the Defendants in the Lawsuit, will be with prejudice, and will be without award of costs or attorney’s fees to any Party. This
final and executed Settlement Agreement will be attached to the Parties’ stipulation. 

  

	 	b.	REC Release. Each of the REC Parties does hereby release and discharge Liberty, and its officers, employees, agents, and directors and each of the undersigned Liberty
Directors and Liberty Members (investors) (the “Liberty Released Parties”), from any claim or cause of action which any of them may have against any of the Liberty Released Parties, arising out of or connected with the formation and
operation of Liberty, or arising out of or connected with the Ethanol Refinery project, or arising out of or connected with any of the REC Parties’ and REC Affiliates’ actual or claimed ownership, development, management or other claimed
rights and obligations regarding Liberty, directly or indirectly, between on the one hand, Liberty and any Liberty Affiliates, and on the other hand, the REC Parties and any REC Affiliates, (including without limitation, any arising out of or
connected with the 2/10 Document) whether known or unknown, fixed or contingent, arising in contract, tort (including without limitation, any claims for breach of fiduciary duty, tortious interference, conversion, and conspiracy), statute, rule or
common law, and including 

  

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 without limitation any and all claims which were asserted or could have been asserted in the Lawsuit.
Without limiting the generality of the foregoing, the REC Parties and each of them, do hereby release Liberty Released Parties from any responsibility and/or liability for any real or claimed breach of the 2/10 Document, and from any responsibility,
liability, or right to future performance with respect to such instrument. 
  

	 	c.	Release of and by Former Liberty Members. Releases of the REC Released Parties will be sought from all former Liberty Directors and Liberty Members (investors), and best
efforts will be made by Liberty to secure those releases. Any former Liberty member and/or director who executes and delivers a counterpart of this Agreement is herein called a “Released Former Liberty Member.” Each of the REC Parties does
hereby release and discharge each Released Former Liberty Member from any claim or cause of action which any of them may have against such Released Former Liberty Member, arising out of or connected with the formation and operation of Liberty or
arising out of or connected with the Ethanol Refinery project, or arising out of or connected with any of the REC Parties’ and REC Affiliates’ actual or claimed ownership, development, management or other claimed rights and obligations
regarding Liberty, directly or indirectly, between on the one hand, Liberty and any Liberty Affiliates, and on the other hand, the REC Parties and any REC Affiliates, (including without limitation, any arising out of or connected with the 2/10
Document) whether known or unknown, fixed or contingent, in contract, tort (including without limitation, any claims for breach of fiduciary duty, tortious interference, conversion, and conspiracy), statute, rule or common law, and including without
limitation any and all claims which were asserted or could have been asserted in the Lawsuit; provided, however, that such release shall only become effective as to any particular Released Former Liberty Member when that Released Former Liberty
Member delivers to the attorney for REC the signed release of the REC Released Parties; provided further that any former Liberty Director or Member who signs a counterpart of this Agreement, does so only for purposes of the release provisions
hereof. 

 5. Letter to REC. Upon execution of this Agreement, Liberty shall execute and deliver to REC the
letter attached hereto as Exhibit A. 
 6. Confidentiality and Non-Competition. Simultaneous with the execution hereof, Liberty
and the REC, Mark Bateman, Rick Chesak and Cyndi Brearley shall enter into a Limited Confidentiality and Limited Non-Compete Agreement, which shall be delivered simultaneously with the execution hereof. 
 7. Miscellaneous. 
  

	 	a.	Non-Disparagement. No Party or officer, director, member or manager of a Party, or other person signing this Settlement Agreement will make any


  

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 statement to any other person that tends to disparage an opposing Party or to cast that person or entity
in a negative light. The only statement that will be made regarding this litigation is that Liberty has repurchased any interests or rights that REC Parties may have had in Liberty, and that the Parties have resolved the case to their mutual
satisfaction. Provided, however, that required disclosures to the Internal Revenue Service, Securities and Exchange Commission, any other governmental regulatory agency, and statements made in connection with accounting characterizations of these
transactions, are not encompassed by the prohibition above. Further provided that the letter attached as Exhibit A to this Settlement Agreement, and referenced in Paragraph 5, (five) of this Agreement, also is not encompassed by the prohibition
above. 
  

	 	b.	Advice of Counsel. By voluntarily executing this Settlement Agreement, the Parties confirm that they have been advised to, and have in fact, had this Settlement
Agreement explained to them by counsel. Further, the Parties confirm that, in executing this Settlement Agreement, the Parties are relying upon their own judgment and the advice of their attorneys, not on any recommendations, or statements, by any
other Party or any other Party’s counsel. 

  

	 	c.	Entire Agreement. This Settlement Agreement is intended to complete the settlement outlined in that certain two-page document entitled “Points of Agreement”
and signed by the Parties’ counsel on June 9, 2006. This Agreement and the Points of Agreement embody the entire agreement and understanding between the Parties with respect to the subject matter hereof, except for the REC Parties’
obligations set forth in that certain Limited Confidentiality and Limited Non-Compete Agreement, executed and delivered of even date herewith. This Agreement may be changed, waived, discharged, or terminated only by an instrument in writing signed
by the Party against which enforcement of such change, waiver, discharge, or termination is sought. 

  

	 	d.	Counterpart Execution. This Agreement may be executed by any Party in counterparts, each of which shall be deemed an original and all of which, when combined, shall
constitute 1 (one) instrument. This Agreement may also be executed by facsimile signature. This Agreement shall not be enforceable against any Party, however, until all signatures of the persons set forth below have been affixed.


  

	 	e.	Continuing Validity. Should any non-material part, term, or provision of this Settlement Agreement be declared or be determined by any court, agency or the arbitrator
to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Settlement Agreement but rather such
provision shall be reformed by the 

  

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 court, agency or arbitrator to effectuate the original intent of the Parties to the maximum degree
possible. 
  

	 	f.	Tax Consequences. REC Parties acknowledge and agree that Liberty, Liberty Affiliates, Liberty’s members, and Liberty’s counsel have not made any
representations regarding the tax consequences of any amounts received by REC Parties pursuant to this Settlement Agreement. REC Parties agree to pay federal and state taxes, if any, that are required by law to be paid by them with respect to this
Settlement Agreement. 

  

	 	g.	Arbitration. The Parties WAIVE ANY RIGHT TO TRIAL BY JURY or to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise,
between the Parties arising out of this Settlement Agreement, or any other instrument, document, or agreement, executed or delivered in connection with this Settlement Agreement or the transactions related hereto. The Parties further agree that this
Arbitration provision shall be governed by the Federal Arbitration Act. Should any dispute arise, then the Parties agree to arbitrate any dispute arising out of or related to this Settlement Agreement. In the event arbitration is necessary, the
Parties agree that the dispute will be resolved by Jon Muth, acting as the sole arbitrator. The Parties further agree that Jon Muth’s arbitration award will be final, binding and conclusion. The Parties further agree to split Jon Muth’s
fees for arbitration 50/50. The Parties further agree that a claim for arbitration shall be made by written notice to Jon Muth and the other Parties, which shall initiate the arbitration proceeding. The Parties further agree that the final
arbitration hearing shall take place within sixty (60) days of the date the arbitration claim is submitted, and an arbitration award shall be rendered by Jon Muth within thirty (30) days thereafter and that a judgment may be entered on the
award by a court of competent jurisdiction. In the event that Jon Muth is unable or unwilling to so serve, the Parties rights to resort to courts of law shall be re-instated. 

  

	 	h.	All Members and Directors. Liberty represents and warrants to the REC Parties and REC Affiliates that the persons signing below as Members or Directors of Liberty
constitute all of the current Members and Directors of Liberty giving effect to the resignations previously tendered. 

  

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	REC PARTIES	 	
	
	 /s/ Mark
Bateman                                       
      6/24/06

	Mark Bateman	 	Dated
	
	 /s/ Tari
Bateman                                       
         6/24/06

	Tari Bateman	 	Dated
	
	 /s/ Rick
Chesak                                       
           6/24/06

	Rick Chesak	 	Dated
	
	 /s/ Suzanne
Chesak                                       
     6/24/06

	Suzanne Chesak	 	Dated
	
	 /s/ Cyndi
Brearley                                       
     6/23/06

	Cyndi Brearley	 	Dated

  

			
	RENEWABLE ENERGY CONSULTANTS, L.L.C.
	 By:
	 	 /s/ Mark Bateman

	 Its:
	 	 President

	 Dated:
	 	 6/24/06


  

			
	LIBERTY	 	
	
	LIBERTY RENEWABLE FUELS, LLC
		
	 By:
	 	 /s/ David Skjaerlund

	 Its:
	 	 President

	 Dated:
	 	 6/23/06


  

 8 










			
	LIBERTY DIRECTORS
	
	 /s/ John
Blank                                       
                       6/24/06

	 John Blank
	 	Dated
	
	 /s/ Todd
Brink                                       
                       6/23/06

	 Todd Brink
	 	Dated
	
	 /s/ Ron
Brown                                       
                       6/23/06

	 Ron Brown
	 	Dated
	
	 /s/
Scott Crumbaugh                                     
               6/23/06

	 Scott Crumbaugh
	 	Dated
	
	 /s/ Scott
Everett                                       
                     6/23/06

	 Scott Everett
	 	Dated
	
	 /s/ Ken
Fowler                                       
                       6/26/06

	 Ken Fowler
	 	Dated
	
	 /s/ Don
Haske                                       
                       6/23/06

	 Don Haske
	 	Dated
	
	 /s/
Sam Hawkins                                      
                    6/23/06

	 Sam Hawkins
	 	Dated
	
	 /s/ Denny
Heffron                                       
                 6/23/06

	 Denny Heffron
	 	Dated
	
	 /s/ Keith
Kirkdorfer                                       
               6/24/06

	 Keith Kirkdorfer
	 	Dated
	
	 /s/ Wilson
Lauer                                       
                   6/23/06

	 Wilson Lauer
	 	Dated

  

 9 










			
	 /s/
Leo Lawson                                      
                      6/23/06

	 Leo Lawson
	 	Dated
	
	 /s/
Chad Sowerby                                     
                   6/23/06

	 Chad Sowerby
	 	Dated
	
	 /s/
Nick Totzke                                      
                      6/23/06

	 Nick Totzke
	 	Dated
	
	 /s/ Ben
Yantis                                       
                       6/23/06

	 Ben Yantis
	 	Dated

  

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	LIBERTY DIRECTORS AND MEMBERS
	
	 /s/ Ron Blazer
                                        
                                        
        6/23/06

	 Ron Blazer
	 	Dated
	
	 /s/ Cullen DuBose
                                        
                                        
  6/26/06

	 Cullen DuBose
	 	Dated
	
	 /s/ Matt Dutcher
                                        
                                        
      6/23/06

	 Matt Dutcher
	 	Dated
	
	   /s/ Paul Early
                                        
                                        
            6/23/06

	 Paul Early
	 	Dated
	
	   /s/ Kathy Fiscus
                                        
                                        
        6/23/06

	 Kathy Fiscus
	 	Dated
	
	 /s/ Darryl Fowler
                                        
                                        
    6/23/06

	 Darryl Fowler
	 	Dated
	
	 /s/ Jim Guse
                                        
                                        
            6/23/06

	 Jim Guse
	 	Dated
	
	 /s/ Robert Kennedy
                                        
                                       
 6/23/06

	 Robert Kennedy
	 	Dated
	
	 /s/ Norman Mihills
                                        
                                       
 6/23/06

	 Norman Mihills
	 	Dated
	
	 /s/ Don Miller
                                        
                                        
        6/23/06

	 Don Miller
	 	Dated
	
	 /s/ Dennis Muchmore
                                        
                                    6/23/06

	 Dennis Muchmore
	 	Dated
	
	 /s/ Gail Peterson
                                        
                                        
    6/23/06

	 Gail Peterson
	 	Dated
	
	 /s/ Tom Pumford
                                        
                                        
    6/23/06

	 Tom Pumford
	 	Dated
	
	 /s/ David Skjaerlund
                                        
                                     
 6/23/06

	 David Skjaerlund
	 	Dated
	
	 /s/ Clifford Vennix
                                        
                                       
 6/23/06

	 Clifford Vennix
	 	Dated

  

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	LIBERTY MEMBERS	  	GLOBAL ENERGY IMPACT, LLC
			
	 /s/
Ron Fiscus                                      
                                        
       6/23/06
	  	By:	  	 /s/ /Samuel Hawkins

	Ron Fiscus	  	Dated	  		  	
		  		  	Its:	  	 Manager

			
	 ALLEGAN COUNTY RENEWABLE ENERGY, LLC
  
	  	Dated:	  	 6/24/06

	By:	  	 /s/ Todd A. Brink
	  		  	
		  		  	KIRKDORFER FARMS
	Its:	  	 Member
	  		  	
		  		  	By:	  	 /s/ Keith D. Kirkdorfer

	Dated:	  	 6/23/06
	  		  	
		  		  	Its:	  	 Owner

			
	ALLEGAN COUNTY RENEWABLE ENERGY, II LLC	  	Dated:	  	 6/24/06

			
		  		  	LAUER FARMS, LLC
	By:	  	 /s/ John Blank
	  		  	
		  		  	By:	  	 /s/ Wilson Lauer

	Its:	  	 Member
	  		  	
		  		  	Its:	  	 Member

	Dated:	  	 6/24/06
	  		  	
		  		  	Dated:	  	 6/23/06

	PRO-FARMER FINANCIAL GROUP, LLC	  		  	
		  		  	VICTORY & SONS, LLC
	By:	  	 /s/ Scott Everett
	  		  	
		  		  	By:	  	 /s/ Leo Lawson

	Its:	  	 Member
	  		  	
		  		  	Its:	  	 Managing Member/President

	Dated:	  	 6/23/06
	  		  	
		  		  	Dated:	  	 6/23/06

	KCF INVESTMENTS, LLC.	  		  	
		  		  	SOWERBY FARMS
	By:	  	 /s/ Ken Fowler
	  		  	
		  		  	By:	  	 /s/ Chad Sowerby

	Its:	  	 Member
	  		  	
		  		  	Its:	  	 Member

	Dated:	  	 6/26/06
	  		  	
		  		  	Dated:	  	 6/23/06


  

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	LIBERTY MEMBERS (Con’t)	  	APPLE INVESTMENT, LLC
			
	ADVANCED BIO-ENERGY, LLC	  	By:	  	 /s/ Scott Crumbaugh

				
	By:	  	 /s/ Revis L. Stephenson III
	  	Its:	  	 Member

				
	Its:	  	 Chairman
	  	Dated:	  	 6/23/06

				
	Dated:	  	 6/24/06
	  		  	
			
		  		  	HEFFRON FARMS
			
	TOTZKE FARMS	  	By:	  	 /s/ Dennis Heffron

				
	By:	  	 /s/ Nick Totzke
	  	Its:	  	 Member

				
	Its:	  	 Partner
	  	Dated:	  	 6/23/06

				
	Dated:	  	 6/23/06
	  		  	
			
	FUTURE FUELS, LLC	  		  	
				
	By:	  	 /S/ Donald Haske
	  		  	
				
	Its:	  	 Member
	  		  	
				
	Dated:	  	 6/23/06
	  		  	
			
	YANTIS FAMILY INVESTMENTS, LLC	  		  	
				
	By:	  	 /s/ Ben Yantis
	  		  	
				
	Its:	  	 Member
	  		  	
				
	Dated:	  	 6/23/06
	  		  	
			
	ENERGY SERVICE, LLC	  		  	
				
	By:	  	 /s/ R.J. Brown
	  		  	
				
	Its:	  	 Member
	  		  	
				
	Dated:	  	 6/23/06
	  		  	

  

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	FORMER MEMBERS
	
	 /s/  Troy Prescott                                 
                   6/23/06

	Troy Prescott	 	Dated
	
	 /s/  Tom Breakey                                  
                  6/23/06

	Tom Breakey	 	Dated

  

			
	ERGON CAPITAL, LP
		
	By:	 	 /s/ Jason S. Atkins

		
	Its:	 	 General Partner

		
	Dated:	 	 6/26/06


  

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 EXHIBIT A 








 June 23, 2006 
 Mr. Mark Bateman 
 Renewable Energy Consultants, LLC 
 P.O. Box 468 
 Kewanna, IN 46939 
 Mr. Richard
Chesak 
 Renewable Energy Consultants, LLC 
 P.O. Box 468

 Kewanna, IN 46939 
 Re: Letter of
Appreciation 
 Dear Mark and Rick: 
 Oh
behalf of the Board of Directors of Liberty Renewable Fuels, LLC, including myself, we would like to express our appreciation for the work you have done to help Liberty on its path of developing an ethanol production facility in Michigan.

 Since the initial meetings in which you were a part and the completion of the PRX feasibility study which was also ordered by REC, the
project has become a feasible business opportunity. We also greatly appreciate all the efforts of Cyndi during all the board meetings. Through your efforts, and the subsequent efforts of the Board of Directors of Liberty, the dream of constructing
an ethanol production facility is on its way of becoming a reality. 
 It is perhaps natural for differences to arise as a project of this
scope progresses. As those differences surfaced, REC and Liberty made good faith efforts to resolve those differences. The Board and I are very pleased that we were able to reach an amicable agreement with you to fully resolve those differences.

 In conclusion, your past efforts on behalf of Liberty are greatly appreciated. We wish you every success in your future business
endeavors. 
  

	
	Sincerely,
	
	David Skjaerlund
	President