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Exhibit 10.14    
    


PHASE I AND PHASE II

  

ENGINEERING SERVICES AGREEMENT

   

BETWEEN

   

ADVANCED BIOENERGY LLC AND

   

FAGEN ENGINEERING, LLC

   

September 8, 2005  








   TABLE OF CONTENTS  



	 
	 	 
	 	 
	 	Page

	Article 2    Definitions; Rules of Interpretation	 	1
	 	 	1.1	 	Rules of Construction	 	1
	 	 	1.2	 	Defined Terms	 	1
	Article 2    Retention of Agent	 	2
	Article 3    Engineer Responsibilities	 	3
	 	 	3.1	 	Services	 	3
	 	 	3.2	 	Phase I Design Package	 	3
	 	 	3.3	 	`Delivery of Phase I Design Package	 	3
	 	 	3.4	 	The Phase II Design Package	 	3
	 	 	3.5	 	Delivery of Phase II Design Package	 	4
	 	 	3.6	 	Delays	 	4
	 	 	3.7	 	Utility Routing and Design Services Limited	 	4
	Article 4    Client Responsibilities	 	4
	 	 	4.1	 	Client's Representative	 	4
	 	 	4.2	 	Client's Requirements	 	4
	 	 	4.3	 	Other Information	 	4
	 	 	4.4	 	Access to Property	 	4
	 	 	4.5	 	Review of Documents	 	4
	 	 	4.6	 	Consents, Approvals, Licenses, and Permits	 	4
	 	 	4.7	 	Bids	 	4
	 	 	4.8	 	Other Services	 	5
	 	 	4.9	 	Services Outside Scope of Engineer's Services	 	5
	 	 	4.10	 	Deviation from Design	 	5
	 	 	4.11	 	Developments Affecting Scope or Timing of Services	 	5
	Article 5    Compensation And Payment	 	5
	 	 	5.1	 	Compensation	 	5
	 	 	5.2	 	Reimbursement of Engineer Expenses	 	5
	 	 	5.2	 	Reimbursement of Subcontractor Expenses	 	5
	 	 	5.4	 	Fees for Work Outside Scope of Services	 	5
	 	 	5.5	 	Collection of Unpaid Amounts	 	5
	 	 	5.6	 	Fee Schedule and Reimbursable Rate Schedule Subject to Change	 	5
	 	 	5.7	 	Invoices	 	5
	 	 	5.8	 	Payment	 	5
	 	 	5.9	 	Late Payment and Interest	 	5
	 	 	5.10	 	Suspension for Failure to Pay	 	6
	 	 	5.11	 	Payment	 	6
	 	 	5.12	 	Withholding Payments	 	6
	 	 	5.13	 	Purchase Orders	 	6
	 	 	5.14	 	Changes in Project	 	6
	Article 6    Construction Cost And Cost Estimates	 	7
	 	 	6.1	 	Construction Cost	 	7
	 	 	6.2	 	Cost Estimates	 	7
	Article 7    Termination	 	7
	 	 	7.1	 	Termination Upon Default	 	7
	 	 	7.2	 	Termination Upon Abandonment of Project	 	7
	Article 8    Ownership of Work Product	 	7
	 	 	8.1	 	Work Product	 	7
	 	 	8.2	 	Copies Provided to Client	 	7
	 	 	8.3	 	Prohibited Use of Work Product	 	7
	 	 	7.1	 	8.4 Derogation of Engineer's Rights to Work Product	 	7
	Article 9    Successors and Assigns	 	8
	 	 	9.1	 	Successors	 	8
	 	 	9.2	 	Written Consent Required	 	8
	 	 	9.3	 	No Third-Party Beneficiaries	 	8
	 	 	 	 	 	 	 





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	Article 10    Warranty	 	8
	 	 	10.1	 	No Warranty Extended	 	8
	 	 	10.2	 	No Responsibility for Construction	 	8
	 	 	10.3	 	No Software Warranty	 	8
	Article 11    Indemnification	 	8
	 	 	11.1	 	Engineer's Indemnification	 	8
	 	 	11.2	 	Client's Indemnification	 	8
	 	 	11.3	 	Hazardous Materials Indemnification	 	8
	Article 12    Dispute Resolution	 	8
	 	 	12.1	 	Arbitration	 	8
	Article 13    Confidentiality	 	9
	 	 	13.1	 	Non-Disclosure Obligation	 	9
	 	 	13.2	 	Publicity and Advertising	 	9
	 	 	13.3	 	Term of Obligation	 	9
	Article 14    Miscellaneous	 	9
	 	 	14.1	 	Governing Law	 	9
	 	 	14.2	 	Severability	 	9
	 	 	14.3	 	No Waiver	 	9
	 	 	14.4	 	Captions and Headings	 	10
	 	 	14.5	 	Engineer's Accounting Records	 	10
	 	 	14.6	 	Counterparts	 	10
	 	 	14.7	 	Survival	 	10
	 	 	14.8	 	Period of Response	 	10
	 	 	14.9	 	No Privity with Client's Contractors	 	10
	 	 	14.10	 	Amendments	 	10
	 	 	14.11	 	Entire Agreement	 	10
	 	 	14.12	 	Notice	 	10
	 	 	14.13	 	Extent of Agreement	 	11
	 	 	14.14	 	Subrogation Waiver	 	11




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   PHASE I AND PHASE II

ENGINEERING SERVICES AGREEMENT  


        THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the  "Agreement") is made as of
September 8, 2005, (the "Effective Date") by and between Advanced
BioEnergy LLC, a [Indiana] limited liability company (the "Client") and Fagen Engineering, Inc. a Minnesota Limited
Liability Company (the "Engineer"). Each of the Owner and Engineer are referred to herein individually as a  "Party"and collectively as the "Parties."


RECITALS  


        WHEREAS, Client is developing a 100 million gallons per year dry grind ethanol production facility to be
located near Fairmont, Nebraska (the "Plant") to be owned and operated by Client; and 



        WHEREAS, Client and Design / Builder intend to enter into that certain Lump-Sum Design-Build Agreement  ("Design-Build Agreement") under which the Engineer, or an
affiliate of Design I Builder, will serve as the design-builder for the Plant and provide
design, Engineering, procurement and construction services for the development and construction of the Plant; and 


        WHEREAS, Client wishes to retain an entity in advance of entering into the Design-Build Agreement to perform certain Engineering and
design work that will be required under the Design-Build Agreement on the terms and conditions set forth in this Agreement, and Engineer desires to act as such entity on such terms and conditions. 


        NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound by this Agreement, the parties do hereby agree as follows: 


Article 1

Definitions; Rules of Interpretation  


        1.1    Rules of Construction.    


        The
capitalized terms listed in this Article 1 shall have the meanings set forth herein whenever the terms appear in this Agreement, whether in the singular or the plural or in
the present or past tense. Other terms used in this Agreement but not listed in this Article shall have meanings as commonly used in the English language and, where applicable, in generally accepted
construction and design-build industry standards. Words not otherwise defined herein that have well known and generally accepted technical or trade meanings are used herein in accordance with such
recognized meanings. In addition, the following rules of interpretation shall apply: 



	(a)
	The
masculine shall include the feminine and neuter.



	(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.    


        In
addition to definitions appearing elsewhere in this Agreement, the following terms have the following meanings: 


        Agreement will have the meaning given to such term in the Preamble to this Agreement. 


        Applicable Law means 



	(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 



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	(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, 




to
the extent, for each of the foregoing in (a), (b) and (c) of this definition, applicable to or binding upon (i) a Party, its affiliates, its shareholders, its members, it
partners or their respective representatives, to the extent any such person is engaged in activities related to the Services; or (ii) the property of a Party, its affiliates, its shareholders,
its members, its partners or their respective representatives, to the extent such property is used in connection with the Services or an activity related to the Services. 


        Client will have the meaning given to such term in the Preamble to this Agreement. 


        Client's Representative will have the meaning given to such term in Section 4.1 


        Construction Cost will have the meaning given to such term in Section 6.1.1. 


        Design-Build Agreement will have the meaning given to such term in the Recitals to this Agreement. 


        Effective Date will have the meaning given to such term in the Preamble to this Agreement. 



        Engineer will have the meaning given to such term in the Preamble to this Agreement. 


        Engineer Responsible Parties will have the meaning given to such term in Section 4.11. 


        Fixed Fee will have the meaning given to such term in Section 5.1. 


        Governmental Approvals will mean any material authorizations or permissions issued or granted by any Governmental Authority to the
project, the Client, the Engineer, subcontractors and their affiliates in connection with any activity related to the Services. 


        Governmental Authority will mean any federal, state, local or municipal governmental body; any governmental, quasi-governmental,
regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority
or power; or any court or governmental tribunal; in each case having jurisdiction over the Client, the Engineer, the Plant, or the Site. 



        Monthly Invoice will have the meaning given to such term in Section 5.7. 


        Party or Parties will have the meaning given to such term in the Preamble to this Agreement. 


        Phase I Activities will mean the Client's Deliverable Site obligations pursuant to Exhibit C to the Lump Sum Design-Build Agreement
as may be amended from time to time. 


        Phase I Design Package will have the meaning given to such term in Section 3.1. 



        Phase II Activities will mean the Client's Deliverable Site obligations pursuant to Exhibit C to the Lump Sum Design-Build
Agreement as may be amended from time to time. 


        Phase II Design Package will have the meaning given to such term in Section 3.1. 


        Plant will have the meaning given to such term in the Recitals to this Agreement. 


        Services will have the meaning given to such term in Section 3.1 


        Site will mean the land or premises on which the Plant is located. 


        Subcontractor will mean any person or entity, including but not limited to independent Engineers, associates, and consultants, retained by
Engineer, or by any person or entity retained directly or indirectly by Engineer, in each case as an independent contractor, to perform a portion of the Services. 



        Work Product will have the meaning given to such term in Section 8.1. 


Article 2

Retention of the Agent  


        2.1    Retention of Services.    On the terms and subject to the conditions hereinafter set forth, Client hereby
retains Engineer to perform, and Engineer hereby agrees to perform, the Services. Engineer will provide such 


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Services
solely pursuant to the terms and conditions set forth herein including any indemnifications and limitations on liability. 


Article 3

Engineer Responsibilities  


        3.1    Services.    Engineer shall perform the Engineering services necessary to satisfy the requirements of the Phase
I Deliverable Site ("Phase I Design Package") and the Phase II-Final Civil Design Plans ("Phase II Design
Package") Engineering services required under the Design-Build Agreement (collectively, "Services").


        3.2    Phase I Design Package. (Grading and Drainage).    The Phase I Design Package to be provided by ENGINEER shall
consist of the Engineering and design of the Plant site and shall include the following drawings 



	1)
	Cover
Sheet



	2)
	Property
Layout Drawing



	3)
	Grading,
Drainage and Erosion Control Plan Drawing (Multiple Drawings if Required)



	•
	Used
for Land Disturbance Permitting



	•
	Site
grading is held 6-inches low for topsoil and seeding






	4)
	Roadway
Alignment Drawing



	5)
	Culvert
Cross Sections and Details (Multiple Drawings)



	6)
	Seeding
and Landscaping (If Required) 




Plan
sets along with a Bid Tabulation Sheet will be supplied to the owner so all contractors bid the same quantities. A telephone conference call for a Phase 1 pre-bid meeting will be
provided upon OWNER'S request. 


        3.3    Delivery of Phase I Design Package.:    Engineer shall deliver the completed Phase I Design Package no later
than 60 days after the receipt of all Owner deliverables.. 


        3.4    Phase II Design Package.:    The Phase II Design Package to be provided by ENGINEER shall provide the
Engineering and design of site work and utilities for the Plant, all within the property line of Plant, and shall consist of the following 



	1)
	Cover
Sheet



	2)
	Property
Layout Drawing



	3)
	Site
Grading and Drainage Drawing (Final Interior Plant Grading)



	4)
	Roadway
Alignment



	5)
	Utility
Layout (Fire Loop)



	•
	The
OWNER is required to select an insurance provider to allow the proper positioning and number of required hydrants and hydrants with monitors.






	6)
	Utility
Layout (Potable Water)



	7)
	Utility
Layout (Well Water) if using on-site wells



	8)
	Utility
Layout (Sanitary Sewer)



	•
	Fagen
Engineering does not design any on-site septic treatment or drain field, this will be designed by others and completed by the OWNER at the OWNER'S expense.






	9)
	Utility
Layout (Utility Water Blowdown)



	•
	The
OWNER is required to supply the NPDES discharge point to allow line routing to be completed.



	•
	The
OWNER is required to select the water supply and water treatment system to allow sizing of the line.






	10)
	Utility
Layout (Natural Gas) 



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	•
	Fagen
Engineering provides a preferred routing through the site, line size and pipe specifications are typically provided by the gas supplier.






	11)
	Geometric
Layout (For Project Control Verification)



	12)
	Site
Utility Piping Tables Drawing



	13)
	Tank
Farm Layout Drawing



	14)
	Tank
Farm Details Drawing



	15)
	Sections
and Details Drawing (If required)



	16)
	Miscellaneous
Details Drawing (If required) 




A
telephone conference call for a Phase 2 pre-bid meeting will be provided upon OWNER'S request. 


        3.5    Delivery of Phase II Design Package.:    Engineer shall deliver the completed Phase II Design Package no later
than 60 days after the receipt of all Owner deliverables. 


        3.6    Delays.    The Parties agree that Engineer shall not be responsible for delays in providing the Engineering
services under this Agreement due to factors beyond Engineer's control. 


        3.7    Utility Routing and Design Services Limited.    The Parties agree that Engineer shall provide the routing and
design for the utilities necessary for the Plant only within the Plant property line and up to the Plant property line, and that, for purposes of this Agreement, Engineer assumes a tie-in
point to a city utility. The Parties agree that, if there is no city tie-in point, Engineer will route the utilities to the Plant property line and stop. Any special tie-in
requirements necessary to connect the utilities at the Plant property line are not included in the price under the scope of this Agreement and shall only be designed and Engineered by Engineer
pursuant to a change in the price hereunder. 


Article 4

Client Responsibilities  


        4.1    Client's Representative.    Client shall, prior to the commencement of Services by Engineer, name a
representative ("Client's Representative") with authority to receive information and transmit instructions for Client. Client's Representative shall be
vested with authority to act on behalf of Client and Engineer shall be entitled to rely on Client's Representative's communications with regard to the Services. 


        4.2    Client's Requirements.    Client shall, prior to the commencement of Services by Engineer, provide Engineer
with Client's requirements for the project, including objectives and constraints, design and construction standards, bonding and insurance requirements, and contract forms. 



        4.3    Other Information.    Prior to the commencement of Services by Engineer, Client shall provide Engineer with all
other information available to Client and pertinent to the project and the Services. The items required by Client pursuant to this Section 4.3 shall be furnished at Client's expense, and
Engineer shall be entitled to rely upon the accuracy and completeness thereof. 


        4.4    Access to Property.    Prior to the commencement of Services and as necessary during the performance of
Services, Client shall arrange for access by Engineer upon public and private property, as required for the performance of the Services under this Agreement. 



        4.5    Review of Documents.    As related to the performance of Services hereunder, Client shall examine documents
presented by Engineer, obtain legal and other advice as Client deems appropriate, and render written decisions within reasonable time. The items required by Client pursuant to this Section 4.5
shall be furnished at Client's expense, and Engineer shall be entitled to rely upon the accuracy and completeness thereof. 


        4.6    Consents, Approvals, Licenses and Permits.    Prior to the commencement of Services and as necessary during the
performance of the Services, Client shall obtain all consents, approvals, licenses, permits, and other Governmental Approvals necessary for project and for the performance of the Services. The items
required by Client pursuant to this Section 4.6 shall be furnished at Client's expense, and Engineer shall be entitled to rely upon the accuracy and completeness thereof. 


        4.7    Bids.    Client shall advertise for and open bids when scheduled. 


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        4.8    Other Services.    Client shall furnish all legal, accounting and insurance counseling services as may be
necessary at any time for the Services, including auditing services the Owner may require to verify the Monthly Invoices or
to ascertain how or for what purposes the Engineer and/or Subcontractors have used the money paid by or on behalf of the Owner. 


        4.9    Service Outside Scope of Engineer's Services.    Client shall, at its own expense, as necessary for the
performance and completions of the Services, provide any additional services necessary for project that are outside scope of the Services provided by Engineer under this Agreement. Engineer shall be
entitled to rely upon, as applicable, the completeness and accuracy of such additional services. 


        4.10    Deviation from Design.    Client shall indemnify and hold harmless Engineer, its employees, its agents, its
affiliates, and any other persons or entities within its control or for whom Engineer would otherwise be responsible ("Engineer Responsible Parties")
against claims arising out of Engineer's design, if there has been, in the completion of the Phase I Activities and the Phase II Activities, a deviation from the design beyond the Engineer's control
or failure to follow Engineer's recommendation and such deviation or failure caused the claims. 


        4.11    Developments Affecting Scope or Timing of Services.    Client shall promptly notify Engineer, in writing, when
Client learns of contractor error or any development that affects scope or timing of Engineer's Services. 


Article 5

Compensation and Payment  


        5.1    Compensation.    In consideration of its performance of the Services, Client shall pay Engineer a fixed fee of
[*]([*]) ("fixed fee") as compensation for Engineer's time in the performance of the Services, the full amount of which shall be included in and
credited to the Design-Build Agreement's contract price. The fixed fee established pursuant to this section will be paid in monthly billings based on a project percent complete basis. 


        5.2    Reimbursement of Engineer Expenses.    Client shall reimburse Engineer for its expenses related to the
performance of the Services based on the fee schedule attached hereto as Exhibit A. Reimbursable expenses will be invoiced monthly and will be in accordance with Engineer's current reimbursable
schedule attached hereto as Exhibit B. 


        5.3    Reimbursement of Subcontractor Expenses.    



        5.3.1    Subcontractor charges related to time spent in the performance of the Services shall not be marked-up by
Engineer. Client shall reimburse Engineer for costs related to Subcontractor's time in accordance with the Subcontractors' invoices for the work. 



        5.3.2    Subcontractor reimbursable expenses will be marked up in accordance with the current reimbursable schedule attached
hereto as Exhibit B. 




        5.4    Fees for Work Outside Scope of Services.    Fees for all work outside the scope of Engineer's responsibilities
described in Article 3, including change order work, shall be computed in accordance with Engineer's current fee schedules, unless otherwise agreed to in writing. 



        5.5    Collection of Unpaid Amounts.    If any amount due is not paid in accordance with this agreement and Fagen
Engineering must collect that amount, Fagen Engineering shall be entitled to recover, in addition to the amount due, the cost of collection, including reasonable attorney's fees in connection with
those collection efforts. 


        5.6    Fee Schedule and Reimbursable Rate Schedule Subject to Change.    Engineer's rate structures effective on the
Effective Date are reflected in the attached fee schedule attached hereto as Exhibit A and the reimbursable rate schedule attached hereto as Exhibit B. Engineer and Client acknowledge
that the rates set forth in Exhibits A and B change on January 1 of each year. 


        5.7    Invoices.    Engineer shall submit a monthly invoice ("Monthly
Invoice") for services rendered and reimbursable expenses incurred by Engineer and any Subcontractors. 



        5.8    Payment.    Within thirty (30) days after Client's receipt of each Monthly Invoice, Client shall pay
Engineer all amounts due. 


        5.9    Late Payment and Interest.    If Client fails to make payment within thirty (30) days after receipt of
Monthly Invoice, interest at maximum legal rate or at an annual rate of 18%, whichever is less, shall accrue 


	*
	Material
has been omitted pursuant to a request for confidential treatment and such materials have been filed separately with the Securities and Exchange Commission. 


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        5.10    Suspension for Failure to Pay.    If Client fails to make payment within thirty (30) days after receipt
of Monthly Invoice, Engineer may, at its option, after giving seven (7) days' written notice, suspend services until it all amounts due to Engineer by Client have been paid in full. 



        5.11    Payments from Lawful Sources.    Client shall provide for payment from one or more lawful source of all sums
to be paid Engineer. 


        5.12    Withholding Payments.    Engineer's compensation shall not be reduced on account of any amounts withheld from
payment to Subcontractors. 


        5.13    Purchase Orders.    If Client issues a purchase order or other document to initiate the commencement of
services hereunder, it is expressly agreed that any terms and conditions appearing thereon shall have no application and only the provisions of this agreement shall automatically apply. 


        5.14    Changes in Project.    If Client requests changes in the project which affect the Services, compensation for
and time of performance of Engineer's services shall be adjusted appropriately. 


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   Article 6

Construction Cost and Cost Estimates  


        6.1    Construction Cost.    



        6.1.1    "Construction Cost" means total cost of entire project to Client, except for Engineer's
compensation and expenses, cost of land, right-of-way, legal and accounting services, insurance, financing charges, and other costs which are Client's responsibility as
provided herein. 


        6.1.2    Labor furnished by Client shall be included in Construction Cost at current market rates, including a reasonable
allowance for overhead, fringe benefits, and profit. Materials and equipment furnished by Client shall be included at current marked prices F.O.B. project site, except that used material and equipment
shall be included as if purchased new for project. 




        6.2    Cost Estimates.    Client and Engineer acknowledge that Engineer has no control over cost of labor, materials,
equipment of services furnished by others, over contractors' methods of determining prices, or other competitive bidding or market conditions and that Engineer's estimates of project construction cost
will be made on the basis of its employees' experience and qualifications and will represent Engineer's employees' best judgment as experienced and qualified professionals, familiar with the
construction industry. Engineer does not guarantee that proposal, bids, or actual construction cost will not vary from its estimates of project cost and Owner acknowledges the same. 


Article 7

Termination  


        7.1    Termination Upon Default.    Either party may terminate this Agreement upon twenty (20) days' written
notice, if the other party has substantially defaulted through no fault of the terminating party. 



        7.2    Termination Upon Abandonment of Project.    Client may terminate this Agreement upon twenty (20) days'
written notice if project is abandoned. In such event, past due amounts for services rendered, plus unpaid reimbursable expenses and termination charge consisting of the unpaid balance of the Fixed
Fee, shall constitute total compensation due. 


Article 8

Ownership of Work Product  


        8.1    Work Product.    All tangible items prepared by Engineer, including but not limited to all drawings,
specifications, calculations, data, notes and other materials and documents, including electronic data furnished by Engineer to Client and to Subcontractors under this Agreement  ("Work Product") shall
be instruments of service, and Engineer shall retain the ownership and property interests therein, including the copyrights
thereto. 


        8.2    Copies Provided to Client.    Client may retain copies of Work Product for reference; provided, however, that
Client may not make copies of the Work Product available without Engineer's written permission, and, granted such permission, may only do so to the extent such the use of such copies of the Work
Product directly pertains to the Services, the Plant, or the construction thereof. Pursuant to Section 8.1 of this Agreement, Engineer retains ownership of and property interests in any Work
Product made available and/or copied. 


        8.3    Prohibited Use of Work Product.    Reuse of the Work Product on any another project without Engineer's written
consent is prohibited. Client shall indemnify and hold harmless Engineer Responsible Parties against claims resulting from such prohibited reuse. Said items are not intended to be suitable for
completion of this project by others. 


        8.4    Derogation of Engineer's Rights to Work Product.    Submittal or distribution of Work Product in connection
with the performance and completion of the Services and the construction of the project does not constitute publication in derogation of Engineer's rights and does not in any way diminish Engineer's
Work Product rights established herein.. 


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Article 9

Successors and Assigns  


        9.1    Successors    The parties intend that the provisions of this Agreement are binding upon the Parties, their
employees, agents, heirs, successors and assigns. 


        9.2    Written Consent Required.    Neither party shall assign, sublet, or transfer any interest in this Agreement
without written consent of the other; provided, however, that Engineer may employ such Subcontractors as it may deem appropriate. 


        9.3    No Third-Party Beneficiaries.    None of the provisions of this Agreement will be for the benefit of or
enforceable by any person other than the Parties hereto, their successors and permitted assigns and legal representatives 


Article 10

Warranty  


        10.1    No Warranty Extended.    Engineer shall use reasonable care to reflect requirements of all Applicable Laws,
rules, or regulations of which Engineer has knowledge or about which Client specifically advises in writing, which are in effect on date of Agreement. ENGINEER INTENDS TO RENDER SERVICES IN ACCORDANCE
WITH GENERALLY ACCEPTED PROFESSIONAL STANDARDS, BUT NO OTHER WARRANTY IS EXTENDED, EITHER EXPRESS OR IMPLIED, IN CONNECTION WITH SUCH SERVICES. Client's rights and remedies in this Agreement are
exclusive. 


        10.2    No Responsibility for Construction.    Engineer shall not be responsible for contractors' construction means,
methods, techniques, sequences, or procedures, or for contractors' safety precautions and programs, or for contractors' failure according to contract documents. 


        10.3    No Software Warranty.    The Engineer believes that any computer software provided under this Agreement is
suitable for the intended purpose, however, it does not warrant the suitability, merchantability, or fitness for a particular purpose of this software. 


Article 11

Indemnification  


        11.1    Engineer's Indemnification.    To the fullest extent permitted by law, Engineer shall indemnify and hold
harmless Client, Client's officers, directors, partners, employees, and agents from and against any and all claims for bodily injury and for damage to tangible property caused solely by the negligent
acts or omissions of Engineer or Engineer Responsible Parties and Engineer's Engineers in the performance and furnishing of Engineer's services under this Agreement. Any indemnification shall be
limited to the terms and amounts of coverage of the Engineer's insurance policies. 


        11.2    Client's Indemnification.    To the fullest extent permitted by law, Client shall indemnify and hold harmless
Engineer, Engineer's officers, directors, partners, employees, and agents and Engineer's Engineers from and against any and all claims for bodily injury and for damage to tangible property caused
solely by the negligent acts of omission of Client or Client's officers, directors, partners, employees, agents, and Client's Engineers with respect to this Agreement on the Project. 



        11.3    Hazardous Materials Indemnification.    In addition to the indemnity provided under this section, and to the
fullest extent permitted by law, Client shall indemnify and hold harmless Engineer and its officers, directors, partners, employees, and agents and Engineer's Engineers from and against all claims,
costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court of arbitration or other dispute resolution
costs) caused by, arising out of, or relating to the presence, discharge, release, or escape of asbestos, PCBs, petroleum, hazardous waste, or radioactive materials at, on, under, or from the Project
site. 


Article 12

Dispute Resolution  


        12.1    Arbitration.    In an effort to resolve any conflicts that arise out of or relate to this Agreement, the
Client and the Engineer agree that all disputes shall be submitted first to nonbinding mediation. If mediation does 


8







 

not
resolve the conflicts, the controversy shall be decided by final and binding arbitration conducted in Minneapolis, Minnesota in accordance with the Construction Industry Arbitration Rules of the
American Arbitration Association then in effect, unless the Parties mutually agree otherwise. 


The
award of the arbitrator(s) shall be final and binding upon the parties without the right of appeal to the courts. Judgment may be entered upon it in accordance with Applicable Law by any court
having jurisdiction thereof. 


Engineer
and Client expressly agree that any arbitration pursuant to this Section 12.1 may be joined or consolidated with any arbitration involving any other person or entity
(i) necessary to resolve the claim, dispute or controversy, or (ii) substantially involved in or affected by such claim, dispute or controversy. Both Engineer and Client will include
appropriate provisions in all contracts they execute with other parties in connection with the Services to require such joinder or consolidation. 


The
prevailing party in any arbitration, or any other final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys' fees
and expenses incurred by the prevailing party. 


Article 13

Confidentiality  


        13.1    Non-Disclosure Obligation.    Neither Party shall disclose to third parties any confidential or
proprietary information regarding the other Party's business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that is
received from the other Party pursuant to this Agreement or the Parties' relationship prior thereto or is developed pursuant to this Agreement, without the express written consent of the other Party,
which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all information regarding the terms and conditions of this Agreement
confidential and shall disclose such information to third Persons only as reasonably required for the permitting of the Project; financing the development, construction, ownership, operation and
maintenance of the Plant; or as reasonably required by either Party for performing its obligations hereunder and if prior to such disclosure, the disclosing Party informs such third Persons of the
existence of this confidentiality obligation and only if such third Persons agree to maintain the confidentiality of any information received. This Article 13 shall not apply to information
that was already in the possession of one Party prior to receipt from the other, that is now or hereafter becomes a part of the public domain through no fault of the Party wishing to disclose, or that
corresponds in substance to information heretofore or hereafter furnished by third parties without restriction on disclosure. 



        13.2    Publicity and Advertising.    Neither Owner nor Design-Builder shall make or permit any of their
subcontractors, agents, or vendors to make any external announcement or publication, release any photographs or information concerning the Project or any part thereof, or make any other type of
communication to any member of the public, press, business entity, or any official body which names the other Party unless prior written consent is obtained from the other Party, which consent shall
not be unreasonably withheld. 


        13.3    Term of Obligation.    The confidentiality obligations of the Parties pursuant to this Article 20 shall
survive the expiration or other termination of this Agreement for a period of two (2) years. 


Article 14

Miscellaneous  


        14.1    Governing Law.    This Agreement shall be governed by and construed and enforced in accordance with, the
substantive laws of the state of Minnesota, without regard to the conflict of laws provisions thereof. 


        14.2    Severability.    If any provision or any part of a provision of the Agreement shall be finally determined to
be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the validity, legality, or
enforceability of the remaining provision or parts of the provision of the Agreement, which shall remain in full force and effect as if the unenforceable provision or part were deleted. 


        14.3    No Waiver.    The failure of either Engineer or Client to insist, in any one or more instances, on the
performance of any of the obligations required by the other under this Agreement shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance. 


9







 



        14.4    Captions and Headings.    The table of contents and the headings used in this Agreement are for ease of
reference only and shall not in any way be construed to limit, define, extend, describe, alter, or otherwise affect the scope or the meaning of any provision of this Agreement. 



        14.5    Engineer's Accounting Records.    Records of Engineer's personnel time, reimbursable expenses, and accounts
between parties shall be maintained on a generally recognized accounting basis. 


        14.6    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which together shall be deemed one and the same Agreement, and may be executed and delivered by facsimile signature, which shall be considered an original. 



        14.7    Survival.    Notwithstanding any provisions herein to the contrary, the Work Product provisions set forth in
Article 8 and the indemnity obligations set forth herein shall survive (in full force) the expiration or termination of this Agreement, and shall continue to apply to the Parties to this
Agreement even after termination of this Agreement or the transfer of such Party's interest in this Agreement. 


        14.8    Period of Response.    Any applicable statute of limitations shall commence to run and any alleged cause of
action shall be deemed to have accrued no later than completion of services to be performed by ENGINEER. 



        14.9    No Privity with Client's Contractors.    Nothing in this Agreement is intended or deemed to create any legal
or contractual relationship between Engineer and any Client contractor or subcontractor retained to perform the Phase I Activities and the Phase II Activities. 


        14.10    Amendments.    This Agreement may not be changed, altered, or amended in any way except in writing signed by
a duly authorized representative of each Party. 


        14.11    Entire Agreement.    This Agreement consists of the terms and conditions set forth herein, as well as the
Exhibits hereto, which are incorporated by reference herein and made a part hereof. This Agreement sets forth the full and complete understanding of the Parties as of the Effective Date with respect
to the subject matter hereof. 


        14.12    Notice.    Whenever the Agreement requires that notice be provided to a Party, notice shall be delivered in
writing to such party at the address listed below. Notice will be deemed to have been validly given if delivered
(i) in person to the individual intended to receive such notice, (ii) by registered or by certified mail, postage prepaid to the address indicated in the Agreement within four
(4) days after being sent, or (iii) by facsimile, by the time stated in a machine-generated confirmation that notice was received at the facsimile number of the intended recipient. 


If
to Engineer, to: 



Fagen
Engineering LLC

501 W. Highway 212

P. O. Box 159

Granite Falls, MN 56241

Attention: John Austgen

Fax: (320) 564-4861 




with
a copy to: 



Fagen, Inc.

501 W. Highway 212

P. O. Box 159

Granite Falls, MN 56241

Attention: Bruce Langseth

Fax: (320) 564-3278 




If
to Client, to: 



Revis
L. Stephenson III

Chairman

1850 Fox Ridge Road

Orono, MN 55356 



10







 

        14.13    Extent of Agreement.    This Agreement and the Exhibits incorporated therein represent the entire agreement
between the parties and may be amended only by written instrument signed by both parties. 


        14.14    Subrogation Waiver.    The parties waive all rights against each other, and against contractors Engineer,
agents, and employees of the other for damages covered by any property insurance during construction, and each shall require similar waivers from their contractors, Engineers, and agents 


[The
next page is the signature page.] 


11










        IN WITNESS WHEREOF, the parties hereto have caused their names to be hereunto subscribed by their officers thereunto duly authorized,
intending thereby that this Agreement shall be effective as of this September 1, 2005. 



	ADVANCED BIOENERGY LLC	 	FAGEN ENGINEERING LLC
	

By:	
 	

/s/  REVIS L. STEPHENSON III      
	
 	

By:	
 	

/s/  JOHN R. AUSTGEN      

	

Attest:	
 	

/s/  BRANDON HANNA      
	
 	

Attest:	
 	

/s/  RICHARD J. POTTER      

	

Address for giving notices:	
 	

Address for giving notices:
	

1850 Fox Ridge Road

Orono, MN 55356	
 	

501 West Highway 212

PO Box 159

Granite Falls, MN 56241












EXHIBIT A  


FAGEN ENGINEERING LLC  


Fee Schedule FY 2005  


CONFIDENTIAL  



	TYPICAL ASSIGNMENT
 
	 	BILLING CLASS
	 	BILLING RATE

	Clerical / CADD Operator	 	1	 	$	[*]
	Clerical / CADD Operator	 	2	 	$	[*]
	CADD Operator / Designer	 	3	 	$	[*]
	CADD Operator / Designer / Engineer	 	4	 	$	[*]
	Designer I Engineer / PM	 	5	 	$	[*]
	Engineer / Senior Engineer / PM	 	6	 	$	[*]
	Senior Engineer / PM	 	7	 	$	[*]
	Senior Engineer / PM	 	8	 	$	[*]
	Senior Engineer / PM / Principal	 	9	 	$	[*]
	PM / Principal	 	10	 	$	[*]
	Principal	 	11	 	$	[*]
	Principal	 	12	 	$	[*]
	Principal	 	13	 	$	[*]




Subject to Revision January 1, 2006


	*
	Material
has been omitted pursuant to a request for confidential treatment and such materials have been filed separately with the Securities and Exchange Commission. 







EXHIBIT B  


Fagen Engineering LLC

Reimbursable Expense Billing Schedule  


Effective January 1, 2005  


CONFIDENTIAL  



	Expense Code
 
	 	Expense Description
	 	Billing Rate

	BCA	 	Blackline Print Copy — A	 	$[*]
	BCB	 	Blackline Print Copy — B	 	$[*]
	BCC	 	Blackline Print Copy — C	 	$[*]
	BCD	 	Blackline Print Copy — D	 	$[*]
	BCE	 	Blackline Print Copy — E	 	$[*]
	BOA	 	Paper Print Original — A	 	$[*]
	BOB	 	Paper Print Original • B	 	$[*]
	BOC	 	Paper Print Original — C	 	$[*]
	BOD	 	Paper Print Original — D	 	$[*]
	BOE	 	Paper Print Original — E	 	$[*]
	DISK	 	Floppy Disk 31/2" /ea	 	$[*]
	FAX	 	Fax Machine Usage/Page	 	$[*]
	LD	 	Long Distance Phone Calls	 	[*]
	LODGING	 	Lodging	 	[*]
	MEALS	 	Meal Expense	 	[*]
	MILEAGE	 	Mileage/Mile	 	$[*]
	PC1	 	Photocopies 81/2 11 (<OO)/ea	 	$[*]
	PC2	 	Photocopies 11 × 17/ea	 	$[*]
	PC3	 	Photocopies (>100)/ea Postage	 	$[*]
	PO	 	Outside Professional	 	[*]
	PROSVC	 	Services	 	[*]
	PROSVCEXP	 	Outside Professional Services Expenses	 	[*]
	FLM	 	Film & Developing	 	[*]
	SPECCOV	 	Specification Book — Cover & Binder/ea	 	$[*]
	TRANS	 	Transportation	 	[*]
	UPS	 	Delivery Service Charges	 	[*]
	VELLUM	 	Original Print/square foot	 	$[*]




Subject to Revision January 1, 2006


	*
	Material
has been omitted pursuant to a request for confidential treatment and such materials have been filed separately with the Securities and Exchange Commission. 











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Exhibit 10.14