EXHIBIT 10.4

                           LETTER OF INTENT WITH FAGEN


Date:             November 4, 2004

Parties:          Fagen, Inc., a Minnesota  Corporation,  of Granite Falls, MN
                  ("Fagen") and Green Plains Renewable Energy, Inc. of
                  Las Vegas, Nevada ("Owner")


Owner is an entity organized to facilitate the development and building of a
locally-owned 50 MGY gas-fired fuel ethanol plant in the vicinity of Shenandoah,
Iowa (the "Facility" or "Project").

Fagen is an engineering and construction firm capable of providing development
assistance, as well as designing and constructing the Facility being considered
by Owner.

Owner and Fagen agree to use best efforts in jointly developing this Project
under the following terms:

                  1. Owner agrees that Fagen will Design/Build the Facility if
         determined by Owner to be feasible and if adequate financing is
         obtained. Should Owner choose to develop or pursue a relationship with
         a company other than Fagen to provide the preliminary engineering or
         design-build services for the project, then Owner shall reimburse Fagen
         for all expenses Fagen has incurred in connection with the Project
         based upon Fagen's standard rate schedule plus all third party costs
         incurred from the date of this Letter of Intent. Such expenses include,
         but are not limited to, labor rates and reimbursable expenses such as
         legal charges for document review and preparation, travel expenses,
         reproduction costs, long distance phone cost, and postage. In the event
         Fagen's services are terminated by Owner, title to the technical data,
         which may include preliminary engineering drawings and layouts and
         proprietary process related information, shall remain with Fagen;
         however, Owner shall have the limited license to use the above
         described technical data, excluding proprietary process related
         information, for construction, operation, repair and maintenance of the
         Project.

                  If Fagen intentionally or by gross negligence fails or refuses
         to comply with its commitments contained in this Letter of Intent,
         Fagen shall absorb all of its own expenses, and Owner shall have the
         right to terminate the Letter of Intent immediately upon written notice
         to Fagen, and Owner shall be released from its obligations to pay or
         reimburse Fagen as described above.

                  2. Fagen will provide Owner with assistance in evaluating,
         from both a technical and business perspective:

                           o Owner organizational options;
                           o The appropriate location of the proposed Facility;
                             and
                           o Business plan development.

         Fagen assumes no risk or liability of representation or advice to Owner
         by assisting in evaluating the above. All decisions made regarding
         feasibility, financing, and business risks are the Owner's
         responsibility and liability.

                  3. Fagen agrees to Design/Build the Facility, utilizing ICM,
         Inc. technology in the plant process, for a lump sum price of

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         $56,619,000.00. This lump sum price shall remain firm by Fagen to Owner
         until December 31, 2005, and may be subject to revision by Fagen after
         such date.

                  4. Fagen will assist Owner in locating appropriate management
         for the Facility.

                  5. Fagen will assist Owner in presenting information to
         potential investors, potential lenders, and various entities or
         agencies that may provide project development assistance.

                  6. During the term of this Letter of Intent the Owner agrees
         that Fagen will be the exclusive Developer and Design-Builder for the
         Owner in connection with matters covered by this Letter of Intent, and
         Owner shall not disclose any information related to this Letter of
         Intent to a competitor or prospective competitor of Fagen.

                  7. This Letter of Intent shall terminate on December 31, 2005
         unless the basic size and design of the Facility have been determined
         and mutually agreed upon, and a specific site or sites have been
         determined and mutually agreed upon, and at least 10% of the necessary
         equity has been raised. Furthermore, this Letter of Intent shall
         terminate on December 31, 2006 unless financing for the Facility has
         been secured. Either of the aforementioned dates may be extended upon
         mutual written agreement of the Parties.

                  8. Fagen and Owner agree to negotiate in good faith and enter
         into a definitive lump sum design-build agreement, including Exhibits
         thereto, acceptable to the Parties. Upon execution of such agreement,
         this Letter of Intent becomes null and void.

                  9. The Parties agree that this Letter of Intent may be
         modified only by written agreement by the Parties.


                  10. This Letter of Intent may be executed in one or more
         counterparts, each of which when so executed and delivered shall be
         deemed an original, but all of which taken together constitute one and
         the same instrument. Signatures which have been affixed and transmitted
         by facsimile shall be binding to the same extent as an original
         signature, although the Parties contemplate that a fully executed
         counterpart with original signatures will be delivered to each Party.



Green Plains Renewable Energy, Inc.               Fagen, Inc.

By: /s/ Barry A. Ellsworth                        By:  /s/ Wayne Mitchell
---------------------------------                 ---------------------------
Its:  President                                   Its: Vice President
Date: November 04, 2004                           Date: November 04, 2004

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