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EXHIBIT 10.3




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TABLE OF CONTENTS
 PageArticle 2
    
    Definitions; Rules of Interpretation
    
    
    11.1
    
    Rules of Construction
    
    
    11.2
    
    Defined Terms
    
    
    2Article 2
    
    Retention of Agent
    
    
    42.1
    
    Retention of Services
    
    
    4Article 3
    
    Engineer Responsibilities
    
    
    43.1
    
    Services
    
    
    43.2
    
    Phase I Design Package
    
    
    43.3
    
    Delivery of Phase I Design Package
    
    
    43.4
    
    The Phase II Design Package
    
    
    43.5
    
    Delivery of Phase II Design Package
    
    
    53.6
    
    Delays
    
    
    53.7
    
    Utility Routing and Design Services Limited
    
    
    5Article 4
    
    Client Responsibilities
    
    
    54.1
    
    Clients Representative
    
    
    54.2
    
    Clients Requirements
    
    
    64.3
    
    Other Information
    
    
    64.4
    
    Access to Property
    
    
    64.5
    
    Review of Documents
    
    
    64.6
    
    Consents, Approvals, Licenses, and Permits
    
    
    64.7
    
    Bids
    
    
    64.8
    
    Other Services
    
    
    64.9
    
    Services Outside Scope of
Engineers Services
    
    
    64.10
    
    Deviation from Design
    
    
    64.11
    
    Developments Affecting Scope or Timing of Services
    
    
    7Article 5
    
    Compensation And Payment
    
    
    75.1
    
    Compensation
    
    
    75.2
    
    Reimbursement of Subcontractor Expenses
    
    
    75.3
    
    Fees for Work Outside Scope of Services
    
    
    75.4
    
    Collection of Unpaid Amounts
    
    
    75.5
    
    Invoices
    
    
    75.6
    
    Payment
    
    
    75.7
    
    Late Payment and Interest
    
    
    75.8
    
    Suspension for Failure to Pay
    
    
    85.9
    
    Payment
    
    
    85.10
    
    Withholding Payments
    
    
    8
 
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Page5.11
    
    Purchase Orders
    
    
    85.12
    
    Changes in Project
    
    
    8Article 6
    
    Construction Cost And Cost Estimates
    
    
    86.1
    
    Cost Estimates
    
    
    8Article 7
    
    Termination
    
    
    87.1
    
    Termination Upon Default
    
    
    87.2
    
    Termination Upon Abandonment of Plant
    
    
    8Article 8
    
    Ownership of Work Product
    
    
    98.1
    
    Work Product
    
    
    98.2
    
    Copies Provided to Client
    
    
    98.3
    
    Prohibited Use of Work Product
    
    
    98.4
    
    Derogation of Engineers Rights to Work Product
    
    
    9Article 9
    
    Successors and Assigns
    
    
    99.1
    
    Successors
    
    
    99.2
    
    Written Consent Required
    
    
    99.3
    
    No Third-Party Beneficiaries
    
    
    9Article 10
    
    Warranty
    
    
    1010.1
    
    No Warranty Extended
    
    
    1010.2
    
    No Responsibility for Construction
    
    
    10Article 11
    
    Indemnification
    
    
    1011.1
    
    Engineers Indemnification
    
    
    1011.2
    
    Client's Indemnification
    
    
    1011.3
    
    Hazardous Materials Indemnification
    
    
    10Article 12
    
    Dispute Resolution
    
    
    1112.1
    
    Arbitration
    
    
    11Article 13
    
    Confidentiality
    
    
    1113.1
    
    Non-Disclosure Obligation
    
    
    1113.2
    
    Publicity and Advertising
    
    
    1213.3
    
    Term of Obligation
    
    
    12Article 14
    
    Miscellaneous
    
    
    1214.1
    
    Governing Law
    
    
    1214.2
    
    Severability
    
    
    1214.3
    
    No Waiver
    
    
    1214.4
    
    Captions and Headings
    
    
    1214.5
    
    Engineers Accounting Records
    
    
    12
 
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Page14.6
    
    Counterparts
    
    
    1214.7
    
    Survival
    
    
    1314.8
    
    No Privity with Clients Contractors
    
    
    1314.9
    
    Amendments
    
    
    1314.10
    
    Entire Agreement
    
    
    1314.11
    
    Notice
    
    
    1314.12
    
    Extent of Agreement
    
    
    1414.13
    
    Subrogation Waiver
    
    
    14EXHIBIT A
    
    Not used for this Contract
    
    
    16EXHIBIT B
    
    Not used for this Contract
    
    
    17EXHIBIT C
    
    Clients Deliverable Site Obligations
    
    
    18
 
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PHASE I AND PHASE II
 ENGINEERING SERVICES AGREEMENT
 THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT Agreement Effective Date Client Engineer Party Parties
 RECITALS
 WHEREAS Plant
 WHEREAS Design-Build Agreement
 WHEREAS
 NOW, THEREFORE
 Article 1
 Definitions; Rules of Interpretation
 1.1
    
    Rules of Construction.
  (a)
    
    The masculine shall include the feminine and neuter.
 
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(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. The
following definitions will apply in this Agreement:
 1.2
    
    Defined Terms.
  Agreement
 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;
  Client
 Clients Representative
 Design-Build Agreement
 Effective Date
 Engineer
 Engineer Responsible Parties
 
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Governmental Approvals
 Governmental Authority
 Monthly Invoice
 Party or Parties
 Phase I Deliverables
 Phase I Design Package
 Phase II Deliverables
 Phase II Design Package
 Plant
 Project
 Services
 Site
 Subcontractor
 Work Product
 
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Article 2
 Retention of the Agent
 2.1 Retention of Services.
 Article 3
 Engineer Responsibilities
 3.1 Services. Services
 3.2 Phase I Design Package. (Grading and Drainage).
 a)
    
    Cover Sheetb)
    
    Property Layout Drawingc)
    
    Grading, Drainage and Erosion Control Plan Drawing (Multiple Drawings if
Required)
 i.
    
    Used for Land Disturbance Permittingii.
    
    Site grading is held 6-inches low for topsoil and seeding
 d)
    
    Roadway Alignment Drawinge)
    
    Culvert Cross Sections and Details (Multiple Drawings)f)
    
    Seeding and Landscaping (If Required)
  3.3 Delivery of Phase I Design Package.
 3.4 Phase II Design Package.
 a)
    
    Cover Sheetb)
    
    Property Layout Drawingc)
    
    Site Grading and Drainage Drawing (Final Interior Plant Grading)
 
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d)
    
    Roadway Alignmente)
    
    Utility Layout (Fire Loop)f)
    
    Utility Layout (Potable Water)g)
    
    Utility Layout (Well Water) if using on-Site wellsh)
    
    Utility Layout (Sanitary Sewer)i)
    
    Utility Layout (Utility Water Blowdown)j)
    
    Utility Layout (Natural Gas)
 i.
    
    Fagen Engineering provides a preferred routing through the Site, line
size and pipe specifications are typically provided by the gas supplier.
 k)
    
    Geometric Layout (For Project Control Verification)l)
    
    Site Utility Piping Tables Drawingm)
    
    Tank Farm Layout Drawingn)
    
    Tank Farm Details Drawingo)
    
    Sections and Details Drawing (If required)p)
    
    Miscellaneous Details Drawing (If required)
  3.5 Delivery of Phase II Design Package.
 3.6 Delays.
 3.7 Utility Routing and Design Services Limited.
 Article 4
 Client Responsibilities
 4.1 Clients Representative. Clients Representative
 
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4.2 Clients Requirements.
 4.3 Other Information.
 4.4 Access to Property.
 4.5 Review of Documents.
 4.6 Consents, Approvals, Licenses and Permits.
 4.7 Bids.
 4.8 Other Services
 4.9 Service Outside Scope of Engineers Services.
 4.10 Deviation from Design. Engineer Responsible Parties
 
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4.11 Developments Affecting Scope or Timing of Services.
 Article 5
 Compensation and Payment
 5.1 Compensation.
 5.2 Reimbursement of Subcontractor Expenses.
 5.2.1
 5.2.2
 5.3 Fees for Work Outside Scope of Services.
 5.4 Collection of Unpaid Amounts.
 5.5 Invoices. Monthly Invoice
 5.6 Payment.
 5.7 Late Payment and Interest.
 
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5.8 Suspension for Failure to Pay.
 5.9 Payments from Lawful Sources.
 5.10 Withholding Payments.
 5.11 Purchase Orders.
 5.12 Changes in Project.
 Article 6
 Construction Cost and Cost Estimates
 6.1 Cost Estimates
 Article 7
 Termination
 7.1 Termination Upon Default.
 7.2 Termination Upon Abandonment of Plant.
 
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Article 8
 Ownership of Work Product
 8.1 Work Product. Work Product
 8.2 Copies Provided to Client.
 8.3 Prohibited Use of Work Product.
 8.4 Derogation of Engineers Rights to Work Product.
 Article 9
 Successors and Assigns
 9.1 Successors.
 9.2 Written Consent Required.
 9.3 No Third-Party Beneficiaries.
 
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Article 10
 Warranty
 10.1 No Warranty Extended.
 10.2 No Responsibility for Construction.
 Article 11
 Indemnification
 11.1 Engineers Indemnification.
 11.2 Clients Indemnification.
 11.3 Hazardous Materials Indemnification
 
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Article 12
 Dispute Resolution
 12.1 Arbitration.
    Article 13
 Confidentiality
 13.1 Non-Disclosure Obligation.
 
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13.2 Publicity and Advertising.
 13.3 Term of Obligation.
 Article 14
 Miscellaneous
 14.1 Governing Law.
 14.2 Severability.
 14.3 No Waiver.
 14.4 Captions and Headings.
 14.5 Engineers Accounting Records.
 14.6 Counterparts.
 
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14.7 Survival.
 14.8 No Privity with Clients Contractors.
 14.9 Amendments.
 14.10 Entire Agreement.
 14.11 Notice.
 
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14.12 Extent of Agreement.
 14.13 Subrogation Waiver.
 
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IN WITNESS WHEREOF
 SIOUXLAND ETHANOL, LLC
    
    FAGEN ENGINEERING, INCBy:
    
    /s/ Tom Lynch
    
    
    
    By:
    
    /s/ John R. AustgenTitle:
    
    President
    
    
    
    Title:
    
    Vice PresidentAddress for giving notices:
    
    Address for giving notices:110 E Elk Street
    
    501 West Highway 212PO Box 147
    
    PO Box 159Jackson, NE 68743
    
    Granite Falls, MN 5624
 
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Exhibit A is not used for this Contract .
 
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Exhibit B is not used for this Contract .
 
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EXHIBIT C
 Clients Deliverable Site Obligations
 Phase I Deliverables
  1.
    
    A legal description of the Site2.
    
    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 Work3.
    
    To the extent available, as-built and record drawings of any existing structures at the
Site4.
    
    Environmental studies, reports and impact statements describing the environmental
conditions, including Hazardous Conditions, in existence at the Site5.
    
    Preliminary approval from Clients Rail service provider of rail design as prepared by
Clients Rail Designer.6.
    
    Clients written approval of final site layout including rail design and environmental
permitting emission points.7.
    
    Review, comment, and written approval of Clients air permit application.8.
    
    Topographic Survey to one (1) foot contours including property boundaries and at least
two (2) benchmarks including existing service and utility lines.9.
    
    Soil borings logs for all soil borings complete at Engineers specified locations.10.
    
    Geotechnical Report regarding subsurface conditions with Clients Geotechnical
Engineers recommendations from Engineer approved Geotechnical Engineer (Terracon is
preferred) including soil borings, and any other surveys or information available
describing other latent or concealed physical conditions at the Site.11.
    
    On-site location for Storm Water discharge.12.
    
    Preliminary NPDES discharge location for water discharges from utility discharges
including, but not limited to the water pre-treatment system, water softeners, and cooling
tower blowdown.13.
    
    Preliminary indication of source, analysis, and location of Clients water supply.14.
    
    Clients risk insurance providers specific requirements for fire protection or
approval to design fire protection to Liberty Insurance standards.15.
    
    Any special sizing or other requirements for ethanol storage tank farm.16.
    
    Preliminary location and design of administration building.
 
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Phase II Deliverables
  1.
    
    Final location, source and quality of Clients water supply.2.
    
    Off-site utility tie-in locations at or near the property lines (this includes, but is
not limited to, gas supply, electrical supply, water supply if no on-site wells, on-site or
off-site sanitary sewer)3.
    
    Final NPDES discharge location for Utility Water Blowdown.4.
    
    An insurance provider to allow the proper positioning and number of required hydrants
and hydrants with monitors.5.
    
    Written approval of final rail design from the Clients rail service provider.6.
    
    Final location and design (general arrangement) of the Clients administration
building.7.
    
    Final water pre-treatment design and operating parameters.8.
    
    Design and location of sanitary sewer discharge point of septic system.
 
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