Exhibit 10.14


 


Confidential Treatment
Requested. Confidential portions of this document have been redacted

and have been separately filed with the Commission.


 


 


AGREEMENT


 


This Agreement (“Agreement”)
is entered into effective as of the 3rd day of June, 2003, by and between Crown
Iron Works Company (“Crown”), Renewable Energy Group, LLC (“Renewable Energy”),
and West Central Cooperative (“West Central”).


 


RECITALS:     West
Central and SARGECO, Inc. (“Sargeco”), together formed Renewable Energy
Technologies, LLC (now known as Renewable Energy Group, LLC) to construct,
install manufacturing processes, train employees in the operation, and deliver
biodiesel facilities to third party owners. 
West Central, has through the operation of its own plant, developed know-how
and expertise relating to biodiesel facilities, which it will provide to
customers of Renewable Energy.  Todd
& Sargent, Inc., of Ames, Iowa (“Todd & Sargent”), an affiliate of
Sargeco, has considerable experience constructing large scale agricultural
processing facilities, and would provide construction, process installation,
and related services for the Renewable Energy facilities. Crown and West
Central previously worked together in the design and fabrication of equipment
and process engineering utilized in the biodiesel plant built at Ralston, Iowa
(“Ralston Biodiesel Plant”).  The parties
desire that Crown be the exclusive supplier of certain equipment and process
engineering for Renewable Energy’s biodiesel plants within the United States,
and wish to provide for certain other terms and provisions between the parties.


 


In consideration
of the mutual agreements and covenants as set out herein, IT IS HEREBY AGREED
by and between the parties as follows:


 


1.             Purpose of
Agreement.  Crown and West Central
have contributed to the development of biodiesel technology, including trade
secrets, copyrights and patents embodied in equipment and designs used in
biodiesel plants.  The present and future
operation of the Ralston Biodiesel Plant will provide information and
opportunity for further development. 
Crown and Renewable Energy desire to work together in the marketing,
sale, design and construction of biodiesel facilities within the parameters of
this Agreement.  Under this Agreement,
Crown will provide certain process engineering and equipment to Renewable
Energy, which will then allow Renewable Energy to serve as a single source to
owners/end users of substantially all services needed in designing and
constructing biodiesel facilities to be located within the United States,
including the supplying of related equipment, installation of manufacturing
processes, and operational training of employees (“Projects”).


 


2.             Exclusive Supplier
Arrangement with Crown.  Renewable
Energy agrees that Crown will be the exclusive supplier for Projects of the
type of equipment and process engineering utilized in the Ralston Biodiesel
Plant, as more specifically described in Exhibit A attached hereto (“Equipment
and Engineering”), and that for the Projects Renewable Energy will not use or
appoint another supplier for the Equipment and Engineering or supply the
Equipment and Engineering by itself. 
Crown agrees that the Equipment and Engineering provided to Renewable
Energy for the Projects shall be at a price *** to a *** the *** of


 


1

















 






*** Confidential material
redacted and filed separately with the Commission


 


(a) *** for
similar equipment and processing engineering, or (b) the *** for similar
equipment and process engineering to any other party in the United States within
the last twelve (12) months.  The
supplying of Equipment and Engineering shall be pursuant to specifications
agreed upon in writing by Crown and Renewable Energy, and upon such other terms
(including as contained in Crown’s usual form of contract) as the parties may
mutually agree in writing.


 


3.             Intellectual
Property Aspects.  Nothing in this
Agreement shall be construed to convey any rights in any party’s intellectual
property, including, but not limited to, trade secrets, know-how, copyrights,
trademarks, trade names, patents, inventions, designs, methods or processes,
other than as specifically set out herein. 
In meeting its obligations hereunder, Crown shall utilize its design and
engineering expertise and knowledge in supplying the Equipment and Engineering
contemplated hereby, with the fees and charges for such expertise and knowledge
to be included in the pricing arrangement as set out herein.  (In the formation of Renewable Energy, it was
determined that West Central would be providing and developing intellectual
property aspects for Renewable Energy. 
It is for that reason that in Section 3 of this Agreement, references to
the “parties” will be to Crown on one hand, and to Renewable Energy and West Central
jointly as the other party, but with West Central also individually agreeing to
be bound to the terms and provisions of this Section 3.)  With respect to the ownership and use of new
innovations and inventions by Crown, Renewable Energy or West Central
concerning the production of biodiesel the parties agree as follows:


 


(a)                                  Individual
Innovation.  Any innovations or
inventions, including equipment, products, processes, know how, trade secrets,
and other technology, developed solely by one party and relating to the
production of biodiesel (an “Individual Innovation”), will be fully disclosed
and made available to the other party (through appropriate site specific
licensing or other arrangements), for the limited use in the Ralston Biodiesel
Plant or other biodiesel plants in the United States pursuant to this
Agreement.  With respect to any
Individual Innovation having already been commercially exploited, such
disclosure shall occur upon signature of this Agreement.  With respect to any other Individual
Innovation, the developing party shall disclose and make such Individual
Innovation available to the receiving party under this Agreement upon or prior
to any commercial development of such Individual Innovation with a third party.  The price to the receiving party to use such
Individual Innovations shall be equal to the lowest price charged by the
developing party for such innovation or invention to any third party, or if the
developing party is not making such innovation or invention available to any third
parties, then the price shall be set at a margin equal to the standard margin
normally charged by the developing party for similar innovations or
inventions.  Crown agrees that the
payment provisions of this Section and Section 2 of this Agreement shall not
result in a duplication of fees paid to Crown for any new Individual Innovation
developed by Crown and utilized in the Projects.


 


2

















 


The developing
party shall be solely responsible for all decisions and costs relating to
patenting of such Individual Innovations and relating to enforcement of such
patent rights against accused infringers. 
If the receiving party learns of a potential patent infringer, the
receiving party shall notify the developing party in writing within thirty (30)
days of all facts relating to such potential infringement.


 


Upon the
termination of this Agreement, unless otherwise provided in a separate written
licensing or other agreement between the parties, the receiving party utilizing
an Individual Innovation developed by another party shall cease any use of such
Individual Innovation for Projects commencing after such date of termination.


 


(b)                                 Joint
Innovation.  Any innovations or
inventions, including equipment, products, processes, know how, trade secrets,
and other technology developed jointly by Crown and West Central and relating
to production of biodiesel (“Joint Innovation”) will be fully disclosed and
made available to Crown and to West Central, for use by any party hereto at its
own discretion, subject to the provisions in this Agreement against competition
with the other parties hereto.


 


In recognition of the joint contributions of Crown and
West Central in working together towards the development of biodiesel
technology resulting in the design and construction of the Ralston Biodiesel
Plant, the parties hereto agree that all innovations, inventions, processes,
know-how, trade secrets and other technology incorporated in the Ralston
Biodiesel Plant (including process engineering drawings and data) as of the
date of this Agreement shall be considered to be Joint Innovations, and
governed for all purposes as Joint Innovations under this Agreement.


 


During the term of
this Agreement, the parties shall confer on decisions relating to patenting of
such Joint Innovations.  If the parties
agree to file patent applications in the United States or in foreign countries,
the cost of such applications shall be shared equally by Crown and Renewable Energy,
with the parties to mutually agree upon the patent lawyer(s) to prosecute such
applications. Any resulting patents will be jointly owned by the parties.  All revenues from such exploitation of
jointly filed patent applications, other than use in the Ralston Biodiesel
Plant, shall be shared equally, after reduction for expenses incurred, between
Crown and Renewable Energy (Crown agreeing that such revenue sharing and the
provisions of Section 2 of this Agreement are not intended to result in a
duplication of compensation to Crown from Renewable Energy for any Joint
Innovation developed).  Crown and
Renewable Energy will share equally in the costs and enforcement of any patent
rights derived from jointly filed patent applications, with the parties to mutually
agree upon counsel for representation in any patent infringement matters and on
decisions of enforcement strategies.  Any
monetary recoveries from infringement of patents derived from jointly filed
patent applications shall be shared equally between Crown and Renewable Energy,
after deductions for expenses incurred.


 


3

















 


During the term of
this Agreement, if Crown and Renewable Energy do not agree on the filing of
patent applications for jointly developed innovations and inventions, or if,
during prosecution of a patent application for a jointly developed innovation
or invention, one party does not wish to continue such prosecution, then the
party desiring patent protection may proceed at its own expense, and have sole
ownership of any resulting patents.  The
non-filing party shall retain the right to use the innovations and inventions
as set forth in this Section.  The filing
party may exploit the patent rights subject to the provisions of this Agreement
against competition with the other parties and the Projects set out
hereafter.  All revenues from such
exploitation of solely filed patent applications shall be the property of the
filing party, other than for use in the Ralston Biodiesel Plant.  The filing party shall have sole authority on
all decisions and shall solely bear all costs relating to enforcement of any
patent rights derived from solely filed patent applications, and shall solely
enjoy all monetary recoveries from such infringement of solely filed patent
applications.


 


If Crown and Renewable
Energy do not agree on whether to enforce the patent for a Joint Innovation,
including cease and desist letters and/or litigation, then the party desiring
to enforce the patent may proceed at its own expense, and have sole ownership
and enjoyment of all monetary proceeds derived from the enforcement, whether by
settlement or judgment.  As joint owners
of any patents for Joint Innovation, both parties will be necessary parties to
any litigation regarding the patent, and accordingly, each party will bear its own
costs and expenses relating to the litigation, whether or not the litigation is
pursued jointly.


 


If either party
becomes aware of a potential infringer of patent rights derived from jointly
developed innovations and inventions, that party shall notify the other party
in writing within thirty (30) days of all facts surrounding the potential
infringement.


 


Upon the
termination of this Agreement, any Joint Innovation may be exploited by Crown
or by Renewable Energy independently, either by themselves, or by sale or
assignment to another party, without the need to obtain approval from any other
party, or to account or pay over to or reimburse any monies to the other party,
and regardless of whether or not such exploitation competes with any party hereto.


 


(c)                                  Miscellaneous
Intellectual Property Provisions. 
Regardless of whether patent applications are jointly filed or solely
filed, the parties shall cooperate in all matters relating to patent protection
and/or enforcement of patents for Joint Innovations, including the signing of
all papers necessary for patent application filing, prosecution, and
assignments, and the production of evidence and testimony for enforcement
purposes, provided, however, that in the case in which a patent application has
been solely filed for a Joint Innovation, any and all costs and expenses of
such cooperation incurred by the non-filing party shall be promptly


 


4

















 


(d)                                 reimbursed
to the non-filing party by the filing party and borne solely by the filing
party.


 


(e)                                  Warranties
for Technology.  The provider of
technologies being incorporated in the Projects shall warrant the performance
of such technology in accomplishing the task claimed by the provider.  Any warranties to be extended to customers
with respect tothe Projects shall be mutually agreed upon by the parties in
writing, with the parties to be mutually responsible for the obligations
represented by such customer warranties.


 


(f)                                    Use
of Individual Innovations.  During the
term of this Agreement, the developer of an Individual Innovation shall not
license, transfer, sell or assign any interest in any such innovation or
invention to any third party without first notifying the other party hereto in
writing of such license, transfer, sale or assignment.  During the term of this Agreement, the
developer of an Individual Innovation shall use its best efforts (including,
but not limited to, adding a provision to the contract between the developer
and the third party) to ensure that the third party does not use the Individual
Innovation in the United States to compete with the business being conducted by
any of the parties hereto (except as already allowed under Section 4 or 5
hereof) or the marketing and development of Projects hereunder.


 


(g)                                 Use
of Joint Innovations.  During the
term of this Agreement, with respect to a Joint Innovation, no party hereto
shall license, transfer, sell or assign any interest in any such innovation or
invention to any third party other than a site specific non-transferable
license issued to an owner or end user of a biodiesel facility except upon the
mutual written consent of Crown and Renewable Energy, which consent shall not
be unreasonably withheld or delayed.


 


(h)                                 Limitation
on Use in the United States.  During
the term of this Agreement, no Individual Innovation or Joint Innovation shall
be utilized in the United States by any party hereto to compete with the
business being conducted by any of the parties hereto (except as already
allowed under Section 4 or 5 hereof) or the marketing and development of
Projects hereunder.


 


4.             Restriction upon
Crown’s Activities.  In consideration
of the exclusive supplier arrangement for Crown as set out herein, Crown agrees
that Crown (its subsidiaries and affiliated entities) will not supply equipment
or process engineering for a biodiesel facility in the United States to any
third party other than the owner or end user, nor will Crown supply equipment
or process engineering in the United States in a business relationship with a
third party similar to the relationship between Crown and Renewable Energy for
the development of Projects under this Agreement, except that Crown shall not
be restricted from fulfilling any contractual obligations based on project
quotes or proposals issued by Crown prior to the date of this Agreement, or
from selling equipment and process engineering for biodiesel plants or
otherwise to the following companies:


 


5

















 






*** Confidential material
redacted and filed separately with the Commission


 


***


***


***


***


 


Renewable Energy
agrees that this Agreement does not restrict Crown from selling engineering
services or equipment for an existing biodiesel plant.  However, in all cases involving Crown’s work
on or for any biodiesel facility (a) Crown agrees to notify Renewable Energy of
such contact or request for quote, and (b) Crown agrees to promote the products
and services of Renewable Energy to the customers who have contacted or been
contacted by Crown for engineering services or equipment with respect to a
biodiesel plant.  By way of further
clarification, Renewable Energy understands and agrees that this Agreement does
not restrict Crown from providing pre-engineering and engineering services and
equipment for a biodiesel plant (subject to its obligation to notify Renewable
Energy and promote the products and services of Renewable Energy), so long as
Crown does not supply such pre-engineering and engineering services and
equipment to any third party in the United States other than the owner or end
user, or in a business relationship with a third party similar to the relationship
between Crown and Renewable Energy for the development of Projects under this
Agreement.


 


5.             Restrictions upon
Renewable Energy and West Central Activities.  As set out  herein, Renewable Energy is
agreeing that Crown shall be the exclusive supplier of Equipment and
Engineering for Renewable Energy’s Projects within the United States.  Renewable Energy and West Central each agree
that this Agreement restricts each of them from (a) supplying any Equipment and
Engineering for Projects by themselves, (b) permitting, appointing or using any
third party to supply any Equipment and Engineering for Projects, and (c) permitting,
appointing or using any third party to use any Equipment and Engineering
supplied by Crown hereunder for any purposes other than in connection with the
Projects described in this Agreement. 
Crown agrees that this Agreement does not restrict Renewable Energy from
selling consulting services or technology to customers who are not purchasing
equipment or process engineering for biodiesel plants.  By way of further clarification, Crown
understands and agrees that this Agreement does not restrict West Central from
providing consulting services with respect to the operation of biodiesel plants
(including the purchasing of inputs and the marketing of biodiesel), nor does
it prohibit West Central from providing consulting services or technology to
customers who are not purchasing equipment or process engineering for biodiesel
plants.


 


6.             Ralston Biodiesel
Plant.  Crown’s employees shall be
given reasonable access to the Ralston Biodiesel Plant to view its
operations.  Crown’s biodiesel customers
who are not customers of Renewable Energy may have access to the Ralston
Biodiesel Plant only after written permission has been granted by West Central.


 


7.             Marketing
Responsibilities for Projects.  The
parties will agree in writing upon an overall marketing plan, which shall include
the following provisions.  In addition to
the notification requirements of Crown as set out in Section 4 hereof, the
parties hereto agree to maintain open communication with respect to all sales
leads.  Each party hereto will promptly


 


6

















 


supply all sales
leads, and any contacts with or inquiries from interested parties, to the other
parties hereto.  Upon such notification,
the parties will mutually agree in writing upon the approach to be taken with
respect to such contact or sales lead, and the marketing plan to be pursued for
each such contact or sales lead.


 


8.             Access to
Engineering.  Crown will make
available to Renewable Energy all process engineering drawings and data
relating to the Projects for use by Renewable Energy or its consulting
engineering firms, provided, however, that:


 


(a)                                  All
such process engineering drawings and data shall remain the sole and exclusive
property of Crown (for clarification purposes the parties acknowledging such
not to include the drawings and data for the Ralston Biodiesel Plant which are
owned jointly by Crown and West Central), and


 


(b)                                 Renewable
Energy, West Central and any consulting engineering firm enter into a
Non-Disclosure Agreement with Crown on mutually agreeable terms with regard to
such process engineering drawings and data prior to receiving any such process
engineering drawings or data from Crown,


 


such property
ownership and Non-Disclosure Agreements with Renewable Energy, West Central and
consulting engineering firms to be subject to and not conflict with the
provisions of Section 3 hereof with respect to the handling of Individual
Innovations or Joint Innovations to the extent embodied in such drawings or
data.


 


9.             Confidentiality.  The parties hereto will be sharing their
expertise and knowledge with respect to biodiesel plant and equipment design
and operation in order to carry out the purpose of this Agreement.  The parties hereto wish to protect and
control their intellectual properties, and in order to do so agree as follows:


 


(a)                                  For
purposes of this Section, “Confidential Information” shall mean any and all
communications, information, discussions or documentation provided by one party
(“Provider”) to the other party (“Recipient”), and related to engineering,
design work, research, testing, operation information, methods, or know how
with respect to biodiesel plants.


 


(b)                                 Subject
to the terms and conditions of this Agreement, Recipient agrees to hold in strictest
trust and confidence and not, without the written consent of Provider unless
otherwise allowed herein, disclose to third parties, or use directly or
indirectly for its own benefit or otherwise, any portion of Confidential
Information disclosed to Recipient hereunder. 
Recipient shall limit disclosure of and access to the Confidential
Information.  Recipient may disseminate
Confidential Information only to such employees and agents (collectively “Consultants”)
as may need to know to aid Recipient for the purposes set out herein, but not
until such Consultants shall have signed a Confidentiality Agreement with
Provider containing identical terms and conditions as set out in this Section.  The parties hereto


 


7

















 


recognize that
Confidential Information will need to be shared with customers, and as a matter
of clarification, agree that the foregoing shall not prohibit the parties hereto
from disclosing Confidential Information to a customer as required in the
marketing, sale, design, construction, and operation of Projects (and including
equipment incorporated therein), such disclosure to a customer to be made only after
its signature of a Confidentiality Agreement acceptable to Provider.


 


(c)                                  Nothing
shall be included in Confidential Information which (i) is in the public domain
prior to its disclosure by Provider to Recipient, (ii) becomes part of the
public domain through no fault of Recipient, (iii) was already in Recipient’s
possession, as evidenced by written documentation satisfactory to Provider,
prior to its disclosure to Recipient by Provider, or (iv) is subsequently
disclosed to Recipient on a non-confidential basis by a third party which is
not under any obligation of confidentiality to Provider regarding such
disclosed information.  Prohibition upon
release of Confidential Information by Recipient shall not extend to
disclosures required by law or pursuant to a valid court order, arbitrator’s
request or government subpoena, except that in such event, Recipient shall
immediately notify Provider in writing of the requirements being placed upon
Recipient, so as to allow Provider to appropriately respond to limit
dissemination.


 


(d)                                 All
documents containing Confidential Information of Provider shall remain the sole
and exclusive property of Provider. 
During the term of this Agreement, Recipient shall be allowed to retain
drawings, blueprints, notes, manuals, and other documents reflecting the
Confidential Information of Provider, but only for the purpose as set out
herein, shall hold all such materials in strictest trust and confidence
pursuant to the terms of this Agreement, and at its conclusion shall return all
such materials to Provider, including any and all copies and summaries thereof.


 


(e)                                  Recipient
acknowledges that a breach of these confidentiality provisions in this Section
would cause irreparable harm to Provider, which harm could not be adequately
compensated by damages.  Accordingly, in
the event of such breach, Recipient acknowledges and agrees that Provider shall
be entitled, in its sole discretion, to injunctive relief, in addition to such
other remedies provided for in this Agreement, at law or in equity.


 


10.           Term of Agreement.  Unless earlier terminated as provided herein,
the term of this Agreement shall commence as of the date first above written,
and shall continue for an initial period of five (5) years, and thereafter
unless and until one party provides written notice of its desire to terminate
this Agreement upon the other party hereto, said notice setting out a
termination date which shall not be less than one (1) year after the date of
service of such termination notice.  In
such a case, this Agreement shall thereafter cease and be of no further force
or effect as of such termination date, except for rights and obligations having
arisen prior to such date, which the parties agree to perform.


 


8

















 


11.           Termination.  Notwithstanding the provisions of Section 10
hereof, this Agreement may be terminated in accordance with any of the following
provisions:


 


(a)                                  Any
party hereto may terminate this Agreement if any other party breaches any
provision of this Agreement and fails to remedy such breach within thirty (30)
days after delivery of written notice from the non-breaching party describing
the alleged breach and the proposed remedy. 
However, if the breach is non-payment by Renewable Energy or West
Central of any amounts owing to Crown, the cure period shall be ten (10) days
after delivery of Crown’s written notice.


 


(b)                                 Any
party hereto may terminate this Agreement effective immediately upon delivery
of written notice to the other parties, if any other party (i) is unable to pay
its debts as they mature or admits in writing its inability to pay its debts as
they mature, (ii) makes a general assignment for the benefit of its creditors,
(iii) files a voluntary petition for bankruptcy, or (iv) applies for the
appointment of a receiver or trustee for all or substantially all of its assets
or permits the appointment of any such receiver or trustee who is not
discharged within a period of sixty (60) days after such appointment.


 


12.           Remedies in the
Event of Default.  If any party hereto
commits a material breach of this Agreement and (a) if (except as set out
herein) such material breach continues for a period of thirty (30) days after
the receipt of written demand for cure of such breach by the non-breaching
party as set out in Section 11 hereof, or (b) if such material breach cannot be
cured within such thirty (30) day period and the breaching party does not
within such thirty (30) day period start to cure the breach and thereafter
proceed diligently with the cure thereof, the non-breaching party may terminate
this Agreement and may recover its money damages caused by such material breach
(including arbitration fees, court costs, litigation expenses, and reasonable
attorney fees) on written notice and demand to the breaching party for
payment.  Such payment shall be without
prejudice to any other right or remedy that the non-breaching party may have
against the breaching party under this Agreement, at law or in equity,
including injunctive relief and rights of specific performance.


 


13.           Access to Books and
Records.  This Agreement provides for
pricing mechanisms, which could be verified only by the supplying or selling
party providing certain books and records to the other parties hereto.  For that reason Crown (with respect to the
pricing of its Equipment and Engineering), the individual innovator (with
respect to Individual Innovations), and either party (with respect to revenues
and expenses being shared for Joint Innovations) agree to make available their
books and records for inspection and copying which are reasonably necessary for
purposes of verifying such party’s compliance with the pricing mechanisms, or
sharing of revenues and expenses as set out in this Agreement.  In the event that it is Crown that is
required to provide records under this Section, it is agreed that Crown may
supply cost estimate worksheets in place of its books and records for the
purpose of verifying compliance with pricing hereunder.  Any and all books and records supplied by any
party hereto to any other party hereto pursuant to


 


9

















 


this Section 13
shall be considered to be Confidential Information of such party and shall be
subject to the provisions of Section 9 hereof.


 


14.           Restrictions on
Business Limited to United States. 
The parties hereto expressly agree that the relationship being entered
into by them pursuant to the terms of this Agreement is intended to be and is
limited to the marketing, sale, design and construction of biodiesel facilities
located within the United States. 
Nothing in this Agreement shall in any way restrict or affect any party’s
rights to conduct any business of any type whatsoever outside the United
States, which said party in its sole discretion desires to conduct, provided,
however, that each party hereto shall fully comply with its obligations under
Sections 3(e), 3(f) and 9 of this Agreement in every country in the world.


 


15.           Assignment.  This Agreement shall not be assigned nor any
rights hereunder licensed, sold or transferred without the prior written
consent of all other parties hereto, which consent shall not be unreasonably
withheld or delayed.


 


16.           Notices.  Any notice required or permitted to be given
hereunder shall be deemed sufficient and deliveries shall be deemed complete on
the date sent by overnight courier service or by certified or registered mail,
postage prepaid, to the following addresses:


 


To:                              Crown
Iron Works Company


Attn:  Jeffrey D. Scott, Vice President


2500 West County
Road C


Roseville, MN 55113


 


To:                              Renewable
Energy Group, LLC


Attn: Nile
Ramsbottom

406 1st Street

Ralston, IA 51459


 


To:                              West
Central Cooperative


Attn: Jeffrey B.
Stroburg, CEO & Executive President


406 1st Street, PO
Box 68


Ralston, IA 51459


 


If any party
should change its address, such party shall give written notice to the other
parties hereto of its new address in the manner set forth above, but any such
notice shall not be effective until received by the addressees.


 


17.           Arbitration/Enforcement.  This Agreement shall be governed by and
construed in accordance with the laws of Iowa, without giving effect to the
conflict of law principles now or hereafter in force in the State of Iowa.  Any controversy or claim arising out of or
related to this Agreement, or the breach, validity, enforcement or
interpretation thereof, shall be settled by binding arbitration by a single
arbitrator in Minneapolis, Minnesota, the arbitrator to be selected and such
arbitration to be conducted in accordance with the Commercial Arbitration Rules
of the


 


10

















 


American
Arbitration Association, and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.  Subject to the above, all costs and expenses (including
the fees of the arbitrator, the fees of the American Arbitration Association
and legal fees) incurred by a party not in default in connection with the
enforcement of its rights under this Agreement shall be reimbursed by the party
found by the arbitrator to be in default.


 


18.           Severability.  In the event that any provision or portion
hereof is held to be unenforceable, such provision or portion hereof shall be severed
herefrom without effecting the validity or enforceability of the remaining
provisions hereof.


 


19.           Entire Agreement;
Binding Effect.  This Agreement,
together with the Exhibit attached hereto, which by this reference is made an
integral part hereof, constitutes the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
whether oral or written, express or implied. 
No modification or waiver of any provision hereof shall be valid and
binding unless in writing and signed by the duly authorized representative of
the entity against whom such modification or waiver is sought to be enforced.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their permitted successors and assigns.  The individuals signing below have been
authorized to execute this Agreement on behalf of their respective parties upon
action duly adopted.


 


THIS AGREEMENT
CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.


 


 


	
  CROWN IRON WORKS
  COMPANY

  	
   

  	
  RENEWABLE ENERGY GROUP,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  JEFFREY SCOTT                       V.P.

  	
   

  	
  By

  	
  /s/
  JEFFREY STROBURG   Managing Partner

  
	
  (Title)

  	
   

  	
  (Title)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WEST CENTRAL
  COOPERATIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  JEFFREY STROBURG              CEO

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


11