exv10w14



 





Exhibit 10.14




Quadra Energy Trading Inc.




PRODUCT SALES AGREEMENT — REVISION




	 	 	 	 	 	 	 
	 

	 	Contract No:
	 	 	V01029,01	 
	 

	 	Contract Eff Date:
	 	DEC 06 2006

	 
	 	 	 	 	 	 
	 

	 	Revision No:
	 	 	01	 
	 

	 	Revision Date:
	 	DEC 06 2006

	 

	 	Reference:	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Lincolnway Energy LLC	 	 	 	Quadra Energy Trading Inc.
	 
		 	 	 	Suite 307
	59511W. Lincoln Hwy.
Neveda, IA 50201	 	 	 	300 N. Dakota Avenue

Sioux Falls, SD 57102
	 
	 	 	 	 	 	 	 	 
	Attention:

	 	Lars Dunn
	 	 	 	Attention:
	 	 Dave Vine
	 

	 	Bus:(515) 382-8899
Fax:
(515) 382-2417
	 	 	 	 	 	Bus: (605) 977-1761
Fax:
(605) 977-1763







Lincolnway Energy LLC agrees to purchase and Quadra Energy Trading Inc. agrees to sell the quantity
of product pursuant to the terms set out below and the general terms and conditions attached
hereto.




	 	 	 	 	 	 	 	 	 	 	 
	PRODUCT

	 	Natural Gasoline
	 	CONTRACT TERM:
	 	April 01 2007 through to September 30 2007
	 	TOTAL VOLUME:
	 	540000 USG






	 	 	 	 	 	 	 	 	 
	PRICE:

	 	1.77 US$/USG	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FOB:

	 	Nevada, IA	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PAYMENT TERMS:

	 	Due payment 10 days	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PRICE REMARKS:

	 	n/a	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GENERAL REMARKS:

	 	n/a	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL LOCATION
VOLUME:

	 	540000 USG
	 	Schedule Name:
	 	 	 	Revno:    00
	 
	 	 	 	 	 	 	 	 
	Location FOB:

	 	Navada, IA
	 	Schedule Product:
	 	C5	 	 
	 
	 	 	 	 	 	 	 	 
	Delivery Point:

	 	Nevada, IA
	 	Customs or Brokerage:
	 	N/A	 	 
	 
	 	 	 	 	 	 	 	 
	Transportation Mode:

	 	Truck
	 	Equipment Supplied By:
	 	supplied by quadra	 	 
	 
	 	 	 	 	 	 	 	 
	DELIVERY SCHEDULE: (USG)
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jan	 	Feb	 	Mar	 	Apr	 	May	 	Jun	 	Jul	 	Aug	 	Sep	 	Oct	 	Nov	 	Dec
	2007
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	90000	 	 	 	90000	 	 	 	90000	 	 	 	90000	 	 	 	90000	 	 	 	90000	 	 	 	0	 	 	 	0	 	 	 	0	 





If you do not agree to these terms, please contact us.




	 	 	 	 	 	 	 
	Accepted and Agreed to
this day by;	 	 
	 
	Lincolnway Energy LLC	 	Quadra Energy Trading Inc.
	 
	 	 	 	 	 	 
	/s/ Lars Dunn

	 	 	 	/s/ Dave Vine	 	 
	 

	 	 	 	 	 	 
	Lars Dunn

	 	 	 	Dave Vine	 	 
	 	 	 	 	Manager, Energy Products Marketing
	 
	 	 	 	 	 	 
	Date: 12-12-06

	 	 	 	Date: Dec. 11, 2006	 	 







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Quadra Energy Trading Inc.




PRODUCT SALES AGREEMENT




	 	 	 	 	 	 	 
	 

	 	Contract No:
	 	 	V01028,00	 
	 

	 	Contract Eff Date:
	 	DEC 06 2006

	 
	 

	 	Revision No:
	 	 	00	 
	 

	 	Revision Date:
	 	DEC 06 2006

	 

	 	Reference:	 	 	 	 






	 	 	 
	Lincolnway Energy LLC

	 	Quadra Energy Trading Inc.
	 
	 	 
	

	 	Suite 307
	59511 W. Lincoin Hwy.

	 	300 N. Dakota Avenue
	Nevada 1A 50201

	 	Sioux Fails, SD 57102






	 	 	 	 	 	 	 
	Attention:

	 	Lars Dunn
	 	Attention:
	 	Dave Vine
	 

	 	Bus:(605) 382-8899
	 	 	 	Bus: (605) 977-1761
	 

	 	Fax: (515) 382-2417
	 	 	 	Fax: (605) 977-1763





Lincolnway Energy LLC agrees to purchase and Quadra Energy Trading Inc. agrees to sell the quantity
of product pursuant to the terms set out below and the general terms and conditions attached
hereto.








	 	 	 	 	 	 	 	 	 	 	 
	PRODUCT

	 	Natural Gasoline
	 	CONTRACT TERM:
	 	January 01 2007 through to March 31 2007 
	 	TOTAL VOLUME:
	 	135000 USG







	 	 	 
	PRICE:

	 	1,73 US$/USG
	 
	FOB:

	 	Nevada, IA
	 
	PAYMENT TERMS:

	 	Due payment net 10 days
	 
	PRICE REMARKS:

	 	n/a
	 
	GENERAL REMARKS:

	 	n/a






	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL LOCATION VOLUME:

	 	135000 USG
	 	Schedule Name:
	 	 	 	RevNo:
	 	 	00	 
	 
	Location FOB:

	 	Nevada, IA
	 	Schedule Product:
	 	          C5	 	 	 	 	 	 
	 
	Delivery Point:

	 	Nevada, IA
	 	Customs or Brokerage:
	 	          N/A	 	 	 	 	 	 
	 
	Transportation Mode:

	 	Truck
	 	Equipment Supplied By:
	 	          Supplied by quadra	 	 	 	 	 	 






DELIVERY
SCHEDULE: (USG)            25%




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jan	 	Feb	 	Mar	 	Apr	 	May	 	Jun	 	Jul	 	Aug	 	Sep	 	Oct	 	Nov	 	Dec
	2007
	 	 	45000	 	 	 	45000	 	 	 	45000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 





If you
do not agree to these terms, please contact us.



Accepted
and Agreed to this day by;




	 	 	 	 	 	 	 
	Lincolnway Energy LLC

	 	 
	 	Quadra Energy Trading Inc.
	 	 
	 
	 	 	 	 	 	 
	/s/ Lars Dunn

	 	 	 	/s/ Dave Vine	 	 
	 

	 	 	 	 	 	 
	Lars Dunn

	 	 	 	Dave vine	 	 
	 

	 	 	 	Manager, Energy Products Marketing	 	 
	 
	 	 	 	 	 	 
	Date: 12-08-06

	 	 	 	Date: Dec. 7/2006	 	 







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TERMS AND CONDITIONS




1. TITLE



Seller warrants that at the time of transfer of title to product sold hereunder, it will have
good title to and/or the full fight and authority to sell such Product free and clear of all liens,
claims and encumbrances whatsoever except to the extent of taxes, duties and charges for which
Buyer is responsible pursuant to the other provision thereof.



Title to Product shall transfer to Buyer at the Delivery Point. In the event of an inventory
transfer, delivery and title transfer shall occur on the date the storage operator records the
transfer. If the Delivery Point is at the point of supply, delivery and title transfer shall be
effective following delivery of the loaded tank car to the railroad
or as Product is motored into a
tank truck or pipeline. If the Delivery Point is at a destination other than the point of supply,
delivery and title transfer shall occur at the outlet flange of the
tank truck upon off-loading of Product and in the event of transport
by tank car delivery and title transfer shall occur upon constructive
placement of the tank car. In the event of transport by pipeline, delivery and title transfer shall
occur as Product is motored into connecting storage or transport.



Following
the transfer of title, Buyer shall bear all risk in respect of the Product, including
without limitation, its transportation, handling and care.




2.
TRANSPORTATION, DETENTION AND DEMURRAGE




When
Seller is responsible for transportation of Product hereunder, it may from time to time change
the mode of transportation specified on the face hereof.



Where
Buyer provides equipment for the transportation of Product, the equipment shall be in a safe,
clean, and suitable condition for loading and unloading. Such
equipment and the shipment of Product
shall be in compliance with all applicable laws, regulations, rules and orders of any legislative
body or duty constituted authority including, without restriction the
generality of the foregoing,
Transportation of Dangerous Goods Act (Canada) and regulations thereunder and Title 49 of the Federal
Regulations (CFR 49) subtitle E, Chapter 1, Subchapter C, Parts 171-180 (USA), and all amendments
thereof.



When Buyer
provides tank trucks for transportation of Product delivered at the point of supply,
Buyer’s carrier and drivers must be acceptable to the operator of the loading facility, and comply
with the operator’s loading and safety procedures. Each of the Buyer’s carriers shall be required
to maintain comprehensive general liability insurance covering carriers liability for bodily injury
and property damage with limits of not less than five million dollars for any one occurrence and
automobile liability insurance covering all trucking equipment used
in connection with this Contacts
with limits of not less than five million dollars for any one occurrence.



If Seller
deliver product to Buyer using tank cars. Seller’s tank cars shall not be diverted by
Buyer except with Seller’s prior written consent. All diversion
charges and additional freight
charges resulting from such diversion shall be for the account of Buyer.



Sellers’ tank cars must be unloaded and returned to the railroad within the 7-day period that
begins at 7.00 a.m. following arrival at destination, otherwise a detention charge will be made by
Seller for each additional day that cars are detained. The aforesaid charge shall be $50.00 per day
the tank car is detained. In addition, Buyer shall be responsible for
all demurrage charges assessed
by the railroad, for delayed offloading.



3.
PRICES




Where the
price of Product is based on posted prices:



(a) Seller may from time to time give notice to the Buyer of a price change for Product to be sold.
The new price shall be affective 24 hours after receipt by Buyer of the new price notice.



(b) The Buyer receiving such notice shall within 48 hours after receipt by Buyer of the notice
elect in writing either to accept or reject the new price. Failure to
elect as aforesaid shall be
deemed an election to accept the new price. If Buyer rejects the new price, it shall not be
obligated to take Product hereunder until a new price is mutually agreed upon. If there is no
such mutual agreement between Buyer and Seller the price shall be the price in effect as at the
date of shipment from the supply point as set forth in the notice pursuant to paragraph 3(a)
hereof.



4. DELIVERY




Product shall be delivered and lifted in accordance with the Delivery Schedule and ratably
throughout each month. Quantities scheduled in any month and not lifted shall not be available to be
taken in a subsequent month without the prior consent of Seller.



5. QUALITY




If the point of supply is in Canada, Product shall meet the specification set out in, and
authorized Product shall be authorized in accordance with CAN/CGSB 3.14, latest edition in effect at
the time of shipments, If the point of supply is in the United States, Product shall meet the
specifications set out in GPA Z140, and authorized Product shall be
authorized in accordance with NFPA
58, both respectively, the latest editions in effect at the time of shipment.



6. MEASUREMENT




(a) The
volume of Product sold hereunder shall be deemed equal to the volume of Product indicated
on the pipeline ticket issued at the supply point or the volume as measured by a meter or
acceptable gauging method as determined by Seller or Seller’s agent at the point of supply for tank
car or tank truck shipments. Volumetric measurements shall be correct for temperature to
15°C in the case of metric measurement
and 60°F for all other units of measurement, using Table 54 of
ASTM D 1250 Petroleum
Measurement Tables.



(b) Seller shall scal the dome of all tank cars at loading. Buyer shall inform Seller if any seal
is not intact when tank car in received, even if there it no indicated shortage or average.



7. SHORTAGES




(a) Buyer shall notify Seller as soon as possible of any suspected average or shortage in any
shipment before unloading tank car. If such notice is oral, Buyer shall promptly provide the notice
in writing.



(b) Seller
will reimburse Buyer for any tank car shortage in excess of 1% of the volume of the total
shipment, substantiated by Seller as provided in paragraphs 7(c) and 7(d) hereof.




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(c) Shortage claims, made on a form supplied by, or acceptable to the Seller, must include a sworn
affidavit of the local carner’s agent, shall have all information completed and be received by
Seller within 30 days from receipt of the shipment by Buyer, or the claim may not be honoured by
Seller at Seller’s option.



(d) Payment for a substantiated and properly submitted claim will be due 30 days from receipt by
Seller of a completed claim form.



8. TAXES AND DUTIES




Except as otherwise specifically provided, price stated herein or quoted, is exclusive of all
taxes, fees, duties, charges or royalties imposed by any governmental authority upon the Product as
an incident to the purchase, sale, ownership, storage, delivery, transportation, exportation,
importation of use of Product. Except as otherwise specifically provided, any existing, increased,
or new tax, fee, duty, charge or royalty levied on Product by any governmental authority shall be
for the account of Buyer. If by virtue of legislation such tax, fee, duty, charge or royalty is
payable by the Seller, Buyer shall reimburse Seller for such tax, fee, duty, charge or royalty.



If any new
of increased tax, duty, levy, fee,  charge or royalty is levied by any governmental authority on the Product or its
ownership, storage, delivery, transportation, exportation, importation, or use after the date hereof, the party responsible for the payment or reimbursement thereof
may terminate this Contract on at least 30 days written notice given not more than 30 days after
such new or increased tax, fee, duty, charge or royalty becomes effective.




9. PAYMENT




Payment
for Product and other fees, levies royalties, charges and taxes shall be made without
offset, counterclaim or reduction in accordance with the terms of payment indicated on the face
hereof. Seller receives the right to acting reasonably, withdraw or revise credit terms at any
time. Buyer sell pay a monthly service charge on overdue accounts at
the prime rate quoted by the
HSBC Bank Canada, main Branch in Calgary. Alberta. for Canadian or U.S. dollar demand loans, as
the case may be plus 2% per annum. If Buyer fails to make payment for product delivered in
accordance with the terms hereof, Seller may suspend deliveries hereunder or terminate this
Contract. Such suspension or termination shall be without prejudice to Seller’s right to claim
damages including without limitation damages for loss of profit, which it would have obtained to
the end of the Contract terms.



10. LIABILITY AND INDEMNITY




(a) Seller’s
liability howsoever arising under this Contract or in respect of Product sold
hereunder shall under no circumstances exceed the purchase price of Products in respect of
which damages or other compensation are claimed.



(b) Seller shall not be liable for any consequential damages or businesses losses arising
for any branch of its obligations hereunder.



(c) Buyer hereby acknowledges its understanding of the result of odorant fade and
absorption in the transportation of Product and hereby waives all liability against Seller
for all loss, costs and damages, and agree to defend, indemnify and hold harmless Sellers
from and against any actions, claims, proceedings, loss, damages and
costs (including legal
costs) to the extent they arise as a result of odorant fade or absorption.



(d) Buyer
shall be solely liable for all loss, costs and damages, and shall defend,
indemnify and hold harmless Seller from and against any actions,
claims, proceedings, loss,
damages and costs (including legal costs) on account of injury or death of person (
including employees of Buyer and Seller) and damage to property directly or indirectly
caused by or attributable to Product or to its transportation, carriage, handling care,
storage, resale, consumption or use except where such injury, death or damage is caused by
the negligence of Seller of Seller or its employee, contractors and agents after delivery
of the product to the buyer.



(e) The
care and use of product after delivery hereunder shall be at the sole risk and
expense of Buyer. If specified on the face hereof that Producer is to be delivered
unattached, then Buyer represents and warrants to Seller that such Product will not be
used, resold , or diverted for use as fuel.



11. FORCE MAJEURE




Delays in or the failure of performance by either party of its obligations hereunder shall not
constitute a default nor give rise to any termination of this
Contract or any claim to the extent
such delay or failure it caused by occurrences beyond the control of the party affected thereby,
including but not limited to acts of God or the Queen’s enemies, accident, fire, storm, flood,
earthquake or explosion, acts of, requests by, laws, rules, orders or regulations of any
government or governmental body or agency claiming jurisdiction,
labor disputes, labor shortages, transportation embargoes or failures or delays in transportation, unavailability of
suitable tank cars or transport trucks or parts therefore, or
exhaustion, reduction or unavaliability of product at the source of supply from which deliveries are normally made hereunder, or exhaustion
or unavailability or delays in delivery of any product including crude oil or natural gas or
material necessary in the manufacture of product deliverable hereunder. The settlement of labor
disturbances shall be entirely within the discretion of the party having the difficulty. Lack of
funds shall not be considered as a force
majeure. This Contract shall not be extended by the occurrence of an event of force majeure but
the quantities specified herein shall be adjusted in accordance with the length of the delay in
performance so occasioned by reducing such quantities accordingly.



12. NOTICE




Any notice conformation or invoice given hereunder shall be in writing and delivered by
certified, registered or first class mail, by hand or sent by telecommunication to the
recipient’s address set out on the face hereof or such other address as the recipient may advise
in writing. Any notice, conformation or invoice properly given hereunder shall be deemed to have
been received, if sent by telecommunication or hand delivered during regular office hours, on
the first business day following its transmission or if sent by mail on the fourth business day
following the mailing thereof except in the event of postal disruption.



13. ASSIGNMENT




This Contract may not be assigned by either party hereto without the written consent
of the other party having been first had and obtained, which consent shall not be unreasonably
withheld.



14. LAWS




(a) This Contract shall be governed by the laws, including the conflict of
laws rules.




	 	(i)	 	of the Province of Alberta, where Quadra Energy Trading Ltd. is a party
hereto; and
	 
	 	(ii)	 	of the State of Minnesota, where Quadra Energy Trading Inc.
is a party hereto.





(b) The courts having exclusive jurisdiction to determine all matters in
dispute hereunder shall be,




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	 	(i)	 	the courts of the Province of Alberta, where Quadra Energy Trading Ltd.
is a party hereto; and
	 
	 	(ii)	 	the courts of the Sate of Minnesota, where Quadra Energy
Trading Inc. is a party here,





and each party hereto irrevocably atoms to the jurisdiction of such occurs.



15. TIME OF THE ESSENCE




Time is of the essence of this Contract.



16. ENTIRE AGREEMENT




Except as expressly provided for herein, this Contract constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof, and supercedes all prior agreements
understandings, negotiations or discussions. There are no conditions, warranties, representations
or other agreements between the parties hereto in connection with the subject matter hereof. No
amendment of the terms of this Contract shall be binding on the parties hereto unless reduced to
writing and confirmed by each of the parties.



17. SURVIVAL




Notwithstanding
the termination of this Contract or the Contract Term, the provisions respecting
liability and indemnification shall remain in full force and effect.



18.
Net Our Agreements




The
parties shall net all undisputed amounts due and owing, and/or past due, arising under all
agreements such that the party owing the greater amount shall make a single payment of the net
amount to the other party in accordance with the terms of the agreement(s); provided that no
payment required to be made pursuant to the terms of any Credit Support Obligation shall be subject
to netting as outlined herein. If the parties have executed a
separate netting agreement, the terms
and conditions of therein shall prevail to the extent, inconsistent herewith.



19. Acceptance Language




Subject to the terms of the above noted agreement and the general terms and conditions attached
hereto, this Confirmation Form shall be deemed accepted unless notification is received within
two Business Days of receipt. Please have executed by an authorized representative of your
company and return by fax or contract the person shown above listed as the attention of for
Qusdra Energy Trading Inc.





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