exv10w2



 












Exhibit 10.2




Agreement for Phase 2 Services



and



Statement of Intent



between



Victory Renewable Fuels, LLC



and



Renewable Energy Group, LLC



WHEREAS, Victory Renewable Fuels, LLC (Victory Renewable Fuels) has made a commitment to
develop a Biodiesel Plant and is diligently developing a business plan that will move this project
forward, and



WHEREAS, Renewable Energy Group, LLC (“REG”) was formed to provide turn-key engineering and
construction (design-build) services for biodiesel facilities,



NOW THEREFORE, IT IS AGREED by and between Victory Renewable Fuels and REG as follows:





	 	1.	 	In recognition of REG’s expertise and technical assistance capabilities, Victory
Renewable Fuels will retain REG to complete Phase 2 services, including the following:






	 	A.	 	The design development documents which further define the concepts
developed in Phase 1. The scope of Phase 2 includes design work necessary to fix
the size and character of the project, establish dimensional relationships,
define electrical and mechanical systems and requirements, establish
infrastructure and utility requirements, and identify and define other essential
elements of the project. This includes but is not necessarily limited to:






	 	•	 	Site plan including roads and rail spur(s)
	 
	 	•	 	Site grading and drainage plan
	 
	 	•	 	Process flow diagrams (PFDs)
	 
	 	•	 	General arrangement (GA) drawings
	 
	 	•	 	Technical specifications
	 
	 	•	 	A 3-D color rendering of the project






	 	B.	 	The Design-Build Construction Agreement.





					
	 	 	 	 	 
	 
	 	 	 	406 First Street
	 
	 	 	 	PO Box 68
	 
	 	 	 	Ralston, IA 51459
	 
	 	CONFIDENTIAL
	 	(712) 667-3500
	 
	 	 	 	Fax(712) 667-3599
	Page 1 of 3
	 	 	 	www.renewable-energy-group.com






 









 












	 	C.	 	The Design-Build construction schedule. The schedule shall show the
interrelationship of activities in order to meet Victory Renewable Fuels desired
project completion date.
	 
	 	D.	 	Final Contract Price
	 
	 	E.	 	Assistance with permitting.
	 
	 	F.	 	Cash flow projections.
	 
	 	G.	 	Assist in the presentation of the completed plan to potential investors and lenders.






	2.	 	In consideration of REG’s agreement to provide the foregoing services, Victory
Renewable Fuels agrees to pay the sum of $300,000, in three installments: 1) 1/3 upon
signing this agreement, 2) 1/3 in 30 days and 3) 1 /3 in 60days. If Victory Renewable
Fuels proceeds ahead with the construction of a biodiesel facility REG agrees that the
foregoing $300,000 payment shall be credited against the cost of such facilities. Travel
and subcontractor expenses that are incurred in order to complete this Agreement will be
treated as reimbursable expenses and billed separately at cost plus a markup of ten
percent (10%).
	 
	3.	 	The foregoing sets out the agreement with respect to Phase 2 Services to be
provided by REG to Victory Renewable Fuels. Phase 3 of the project is final
design and construction. It is Victory Renewable Fuels’ intent that the
services to be rendered under Phase 3 be awarded to REG, the parties agreeing
in good faith to negotiate, agree to and execute definitive agreements and
contacts relating to the engineering and construction of a biodiesel facility.
Furthermore, it is Victory Renewable Fuels’ intent to enter into a Management
and Operations Services Agreement with West Central Cooperative.
	 
	4.	 	Any and all designs, plans, specifications, processes and other engineering or technical
information or data which are delivered to Victory Renewable Fuels in connection with this
Agreement (“Confidential Information”) are confidential and proprietary to REG and shall
at all times remain the sole and exclusive property of REG. Victory Renewable Fuels shall
not directly or indirectly be permitted, nor shall Victory Renewable Fuels permit any
other party, to use, transfer, assign, disclose, divulge or publish any such Confidential
Information to any third party for any reason or purpose whatsoever without the prior
written consent of REG. Victory Renewable Fuels may disseminate Confidential Information
to such of its employees, agents and representatives (“Consultants”) as may need to know
to aid Victory Renewable Fuels in analyzing for the purposes as set out above, but not
until such Consultants are aware of these provisions with respect to confidentiality, the
need to prevent further dissemination of Confidential Information shall be returned to REG
at its request.





					
	 	 	 	 	 
	 
	 	 	 	406 First Street
	 
	 	 	 	PO Box 68
	 
	 	 	 	Ralston, IA 51459
	 
	 	CONFIDENTIAL
	 	(712) 667-3500
	 
	 	 	 	Fax(712) 667-3599
	Page 2 of 3
	 	 	 	www.renewable-energy-group.com






 









 










This agreement shall not be construed to convey any rights in REG’s intellection properties,
including intellectual properties included in or related to the Confidential Information. Victory
Renewable Fuels may acquire only such rights in these intellectual properties as may be conveyed
under the terms of further construction agreements entered into between the parties, if any.




     Entered into as of the 17 day of Jan., 2005.



	 	 	 	 	 	 	 	 	 	 	 
	CUSTOMER:	 	 	 	DESIGN-BUILD SERVICES PROVIDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	VICTORY RENEWABLE FUELS, LLC	 	 	 	RENEWABLE ENERGY GROUP, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Allen L. Blauwet
 

	 	 
	 	By
	 	/s/ Myron Danzer
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Print Name Allen L. Blauwet	 	 	 	Print Name Myron Danzer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Print Title Chairman	 	 	 	Print Title Sales/Production Manager	 	 





[Handwritten: It is understood that REG has agreed that it will provide all normal
Phase 2 services to Victory Renewable Fuels for the sum of $150,000.—  Furthermore it
is agreed by and between REG and Victory Renewable Fuels that the additional $150,000.—
provided by VRF under this contract will provide for additional engineering by REG in
excess of the basic Phase 2 agreement.




	 	 	 	 	 	 	 	 	 	 	 
	Victory Renewable Fuels LLC	 	 	 	Renewable Energy Group LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Allen L. Blauwet Chairman
 

	 	 	 	By
	 	Myron Danzer
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Jan. 17, 2006
	 	 	 	 	 	Jan. 20, 2006]	 	 






					
	 	 	 	 	 
	 
	 	 	 	406 First Street
	 
	 	 	 	PO Box 68
	 
	 	 	 	Ralston, IA 51459
	 
	 	CONFIDENTIAL
	 	(712) 667-3500
	 
	 	 	 	Fax(712) 667-3599
	Page 2 of 3
	 	 	 	www.renewable-energy-group.com