exv10w4



 







Exhibit 10.4




AG VISIONS ENTERPRISES, LLC.

CONSULTING AGREEMENT

Phase I




     THIS CONSULTING AGREEMENT (the “Agreement”) is made effective as of the 
9th day of May 2005, (the “Effective Date”) by and between Ag Visions
Enterprises, LLC, of Breda, Iowa, an Iowa Limited Liability Company (Ag Visions Enterprises) and
 Victory Renewable Fuels  (“Client”).


WHEREAS, Client intends to develop, finance and construct a biodiesel plant in or near Lyon County,
Iowa (the “Project”); and



WHEREAS, Ag Visions Enterprises, an Iowa Limited Liability Company owned by Jim and Becky Venner,
has a background in value-added agriculture and is willing to provide services to Client based on
this background.



NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, Client
hereby engages Ag Visions Enterprises, and Ag Visions Enterprises hereby accepts engagement, upon
the terms and conditions hereinafter set forth.





	 	1.	 	Term. Ag Visions Enterprises engagement with Client shall commence as
of the Effective Date and may be terminated at any time by either party upon thirty
(30) days prior written notice of the party’s intent to terminate this Agreement. Upon
termination, neither Client nor Ag Visions Enterprises shall have any further rights or
obligations under the terms of this Agreement other than delivery of payments for
services to which Ag Visions Enterprises may be entitled through the date of
termination. Should Ag Visions Enterprises fail to perform its duties as required
herein, or exceed its authority as a representative of Client, in Client’s sole
discretion, then Client may immediately terminate this agreement for cause by providing
written notice by certified mail or personal service to Ag Visions Enterprises,
Attention: Jim Venner, 3891 Taylor Avenue, Breda, IA 51436. Such termination for cause
shall take effect immediately upon receipt of such notice.
	 
	 	2.	 	Services. Ag Visions Enterprises shall serve as the Client’s Project
Consultant and shall perform the following duties incident to that service subject to
Client’s approval:






     a. Research and Prepare Request For Proposal (RFP) for comprehensive
Feasibility Study.




     b. Contact experienced firms with RFP and provide analysis to Client relative
to acceptance of feasibility study offer.




     c. Assist site selection and negotiate for local and state incentive
packages.




     c. Prepare Business Plan.




     d. Prepare financial plan and submit to selected auditor for forecast.




     e. Assist negotiations of contracts with various service and product
providers,




     f. Assist the planning of the Client’s equity marketing effort,




     g. Assist the securing of debt financing for and commencement of
construction of the Project,




     h. Assist the education of local lenders including, without limitation, the
preparation of a “banker’s book” tailored to the Project; and




     i. Perform such other reasonably necessary duties as Client may request for the
timely and successful securing of debt financing and commencement of construction of
the Project, including without limitation, cooperating with the Client’s personnel
similarly engaged. Notwithstanding the forgoing, Ag Visions Enterprises shall not be
asked to, or actually, solicit an offer to buy, or accept an offer to sell, any
equity security to be issued by Client.




Subject to Client’s approval, Ag Visions Enterprises shall determine the manner in which the
services are to be performed and the specific hours to be worked by Ag Visions Enterprises.
Client will rely on Ag Visions Enterprises to work as many hours as may be reasonably
necessary to fulfill Ag Visions Enterprises commitments under this Agreement.



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3.
Employees, Members, Agents. Ag Visions Enterprises’ employees, members, or
agents, if any, who perform services for Client under this Agreement shall also be bound by
the terms of this Agreement.




4. Remuneration. Compensation for services rendered shall be paid to Ag Visions
Enterprises by Client at the rate of one hundred dollars ($100.00) per hour. Total
remuneration shall not exceed six thousand dollars ($6,000) per month. Normal secretarial
work performed by Ag Visions Enterprises such as typing, filing, copying, etc. shall be
paid for at the rate of twenty-five dollars ($25.00) per hour. Upon termination of this
Agreement, payments hereunder shall cease; provided, however, that Ag Visions Enterprises
shall be entitled to payments for periods or partial periods that occurred prior to the
date of termination for which Ag Visions Enterprises has not been paid.




5. Expenses. Client shall reimburse Ag Visions Enterprises for all reasonable,
ordinary and necessary expenses incurred by Ag Visions Enterprises in performance of its
duties hereunder, including without limitation, reimbursement for automobile mileage at the
deduction rate allowed by the Internal Revenue Service for business miles or such other
rate to which the parties hereto may later agree.




6. Travel Time Expenses. Client shall reimburse Ag Visions Enterprises for time
spent traveling from Ag Visions Enterprises’ home office to Lyon County at the rate of
forty-five dollars ($45.00) per hour.




7. Successors and Assigns Bound. This Agreement shall be binding upon the Client
and Ag Visions Enterprises, their respective heirs, executors, administrators, successors
in interest or assigns, including without limitation, any partnership, corporation or other
entity into which the Client may be merged or by which it may be acquired (whether
directly, indirectly or by operation of law), or to which it may assign its rights under
this Agreement. Notwithstanding the foregoing, any assignment by Ag Visions Enterprises of
this Agreement or of any interest herein, or of any money due to or to become due by reason
of the terms hereof without the prior written consent of Client shall be void.




8. Relationship of the Parties. The parties understand that Ag Visions Enterprises
is an independent contractor with respect to Client, and not an employee of Client. Client
will not provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefits for the benefit of Ag Visions Enterprises.




9.
Injuries. Ag Visions Enterprises acknowledges Ag Visions Enterprises’ obligation
to obtain appropriate insurance coverage for its own benefit and the benefit of Ag Visions
Enterprises members, employees, and agents. Ag Visions Enterprises waives any rights to
recover from Client for any injuries that Ag Visions Enterprises may sustain while
performing services under this Agreement resulting from the negligence of Ag Visions
Enterprises.




10. Return of Records. Upon termination of this Agreement, Ag Visions Enterprises
shall deliver all records, notes, data, memoranda, models, and equipment of any nature that
are in Ag Visions Enterprises’ possession or Ag Visions Enterprises’ control and that are
Client’s property or relate to Client’s business.




11. Waiver. The waiver by the Client of its rights under this Agreement or the
failure of the Client promptly to enforce any provision hereof shall not be construed as a
waiver of any subsequent breach of the same or any other covenant, term or provision.




12. Entire Agreement. This Agreement constitutes the entire Agreement between the parties
hereto with regard to the subject matter hereof, and there are no agreements, understanding
specific restrictions, warranties or representations relating to said subject matter
between the parties other than those set forth herein or herein provided for. This
Agreement terminates and replaces the prior agreement between the Client, and Ag Visions
Enterprises. No amendment or modification of this Agreement shall be valid or binding
unless in writing and signed by the party against whom such amendment or modification is to
be enforced.



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13. Notices. Any notice required to be given hereunder shall be in writing and
shall be deemed to be sufficiently served by either party on the other party if such notice
is delivered personally or is sent by certified or first class mail addressed as follows:


To Ag Visions Enterprises, LLC:



Ag Visions Enterprises,

LLC Attention: Jim Venner

3891 Taylor Avenue

Breda, Iowa 51436



To Client:



Victory Renewable Fuels

c/o Allen Blauwet

1348 Cleveland Ave

Larchwood, IA 51241





14.
Governing Law. This Agreement is entered into pursuant to and shall be
governed by and in accordance with the laws of the State of Iowa.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date




	 	 	 	 	 	 	 	 	 	 	 	 	 
	AG VISIONS ENTERPRISES, LLC	 	 	 	Victory Renewable Fuels	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jim Venner	 	 	 	By:	 	/s/ Allen L. Blauwet     Chairman	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	     Jim Venner
	 	 	 	 	 	 	 	/s/ Lance T. Boer     Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	     President
	 	 	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





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