ASSET PURCHASE AGREEMENT





Exhibit 10.1 






	
 


	
ASSET PURCHASE AGREEMENT


	
 


	
BY AND AMONG


	
 


	
FREEDOM FUELS, LLC, DEBTOR IN POSSESSION


	
 


	
AND


	
 


	
SOY ENERGY, LLC


	
 


	
DATED AS OF JULY 29, 2009























TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE I

	
 

	
DEFINITIONS
 AND TERMS

	
 

	
2


	
 

	
Section 1.1

	
 

	
Certain
 Definitions

	
 

	
2


	
 

	
Section 1.2

	
 

	
Other Terms

	
 

	
11


	
 

	
Section 1.3

	
 

	
Other
 Definitional Provisions

	
 

	
11


	
 

	
Section 1.4

	
 

	
Interpretation

	
 

	
12


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II

	
 

	
PURCHASE AND
 SALE OF ASSETS; EXCLUDED LIABILITIES

	
 

	
12


	
 

	
Section 2.1

	
 

	
Purchase and
 Sale of Assets

	
 

	
12


	
 

	
Section 2.2

	
 

	
Excluded
 Assets

	
 

	
14


	
 

	
Section 2.3

	
 

	
Excluded
 Liabilities

	
 

	
14


	
 

	
Section 2.4

	
 

	
Further
 Conveyances; Consent of Third Parties

	
 

	
16


	
 

	
Section 2.5

	
 

	
Proration of
 Certain Expenses

	
 

	
16


	
 

	
Section 2.6

	
 

	
Accounts
 Receivable

	
 

	
17


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE III

	
 

	
CLOSING;
 CONSIDERATION

	
 

	
17


	
 

	
Section 3.1

	
 

	
Closing

	
 

	
17


	
 

	
Section 3.2

	
 

	
Procedure at
 Closing

	
 

	
17


	
 

	
Section 3.3

	
 

	
Consideration

	
 

	
17


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV

	
 

	
REPRESENTATIONS
 AND WARRANTIES OF THE COMPANY

	
 

	
18


	
 

	
Section 4.1

	
 

	
Organization
 and Existence; No Subsidiaries

	
 

	
18


	
 

	
Section 4.2

	
 

	
Authorization
 of Agreement

	
 

	
18


	
 

	
Section 4.3

	
 

	
Conflicts;
 Consents of Third Parties

	
 

	
19


	
 

	
Section 4.4

	
 

	
Financial
 Statements

	
 

	
20


	
 

	
Section 4.5

	
 

	
No
 Undisclosed Liabilities

	
 

	
20


	
 

	
Section 4.6

	
 

	
SEC Filings

	
 

	
20


	
 

	
Section 4.7

	
 

	
Title to
 Purchased Assets; Sufficiency

	
 

	
20


	
 

	
Section 4.8

	
 

	
Absence of
 Certain Developments

	
 

	
21


	
 

	
Section 4.9

	
 

	
Taxes

	
 

	
22


	
 

	
Section 4.10

	
 

	
Real
 Property

	
 

	
23


	
 

	
Section 4.11

	
 

	
Tangible
 Personal Property

	
 

	
25


	
 

	
Section 4.12

	
 

	
Intellectual
 Property

	
 

	
26


	
 

	
Section 4.13

	
 

	
Material
 Contracts

	
 

	
27


	
 

	
Section 4.14

	
 

	
Employee
 Benefits

	
 

	
30


	
 

	
Section 4.15

	
 

	
Labor

	
 

	
31


	
 

	
Section 4.16

	
 

	
Litigation

	
 

	
31


	
 

	
Section 4.17

	
 

	
Compliance
 with Laws; Permits

	
 

	
32


	
 

	
Section 4.18

	
 

	
Environmental
 Matters

	
 

	
32


	
 

	
Section 4.19

	
 

	
Insurance

	
 

	
33


	
 

	
Section 4.20

	
 

	
Inventories

	
 

	
34


	
 

	
Section 4.21

	
 

	
Accounts and
 Notes Receivable and Payable

	
 

	
34


	
 

	
Section 4.22

	
 

	
Related
 Party Transactions

	
 

	
34


	
 

	
Section 4.23

	
 

	
Product
 Warranty; Product Liability

	
 

	
35


	
 

	
Section 4.24

	
 

	
Banks

	
 

	
35


	
 

	
Section 4.25

	
 

	
Full
 Disclosure

	
 

	
35





–i–








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Section 4.26

	
 

	
Financial
 Advisors

	
 

	
35


	
 

	
Section 4.27

	
 

	
Certain
 Payments

	
 

	
36


	
 

	
Section 4.28

	
 

	
Information
 Supplied

	
 

	
36


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE V

	
 

	
REPRESENTATIONS
 AND WARRANTIES OF PURCHASER

	
 

	
36


	
 

	
Section 5.1

	
 

	
Organization
 and Good Standing

	
 

	
36


	
 

	
Section 5.2

	
 

	
Authorization
 of Agreement

	
 

	
37


	
 

	
Section 5.3

	
 

	
Conflicts;
 Consents of Third Parties

	
 

	
37


	
 

	
Section 5.4

	
 

	
Full
 Disclosure

	
 

	
38


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI

	
 

	
COVENANTS
 AND OTHER AGREEMENTS

	
 

	
38


	
 

	
Section 6.1

	
 

	
Access to
 Information

	
 

	
38


	
 

	
Section 6.2

	
 

	
Conduct of
 the Business Pending the Closing

	
 

	
39


	
 

	
Section 6.3

	
 

	
Consents

	
 

	
41


	
 

	
Section 6.4

	
 

	
Bankruptcy
 Plan

	
 

	
41


	
 

	
Section 6.5

	
 

	
Further
 Assurances

	
 

	
42


	
 

	
Section 6.6

	
 

	
No
 Solicitation by the Company, Etc.

	
 

	
42


	
 

	
Section 6.7

	
 

	
Non-Competition;
 Non-Solicitation; Confidentiality

	
 

	
43


	
 

	
Section 6.8

	
 

	
Preservation
 of Records

	
 

	
44


	
 

	
Section 6.9

	
 

	
Publicity

	
 

	
45


	
 

	
Section 6.10

	
 

	
Environmental
 Matters; Other Repairs

	
 

	
45


	
 

	
Section 6.11

	
 

	
Monthly
 Financial Statements

	
 

	
46


	
 

	
Section 6.12

	
 

	
Notification
 of Certain Matters

	
 

	
46


	
 

	
Section 6.13

	
 

	
Preparation
 of the Proxy Statement; Unitholder Meeting

	
 

	
46


	
 

	
Section 6.14

	
 

	
Transfer of
 Certificates of Title

	
 

	
47


	
 

	
Section 6.15

	
 

	
Updating of
 Schedules

	
 

	
47


	
 

	
Section 6.16

	
 

	
Corn Oil
 Pretreatment Facility and Financing

	
 

	
47


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII

	
 

	
EMPLOYEES

	
 

	
48


	
 

	
Section 7.1

	
 

	
Employment

	
 

	
48


	
 

	
Section 7.2

	
 

	
Standard
 Procedure

	
 

	
48


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII

	
 

	
CONDITIONS
 TO CLOSING

	
 

	
48


	
 

	
Section 8.1

	
 

	
Conditions
 Precedent to Obligations of Purchaser

	
 

	
48


	
 

	
Section 8.2

	
 

	
Conditions
 Precedent to Obligations of the Company

	
 

	
51


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE IX

	
 

	
TERMINATION

	
 

	
52


	
 

	
Section 9.1

	
 

	
Termination
 of Agreement

	
 

	
52


	
 

	
Section 9.2

	
 

	
Procedure
 upon Termination

	
 

	
54


	
 

	
Section 9.3

	
 

	
Effect of
 Termination

	
 

	
54


	
 

	
Section 9.4

	
 

	
Termination
 Fee

	
 

	
54


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE X

	
 

	
TAXES

	
 

	
55


	
 

	
Section 10.1

	
 

	
Transfer
 Taxes

	
 

	
55


	
 

	
Section 10.2

	
 

	
Prorations

	
 

	
55


	
 

	
Section 10.3

	
 

	
Cooperation
 on Tax Matters

	
 

	
56





–ii–








	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE XI

	
 

	
RISK OF LOSS

	
 

	
56


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE XII

	
 

	
MISCELLANEOUS

	
 

	
56


	
 

	
Section 12.1

	
 

	
Survival of
 Representations and Warranties

	
 

	
56


	
 

	
Section 12.2

	
 

	
Notices

	
 

	
57


	
 

	
Section 12.3

	
 

	
Specific
 Performance

	
 

	
57


	
 

	
Section 12.4

	
 

	
Amendment;
 Waiver

	
 

	
58


	
 

	
Section 12.5

	
 

	
No Third
 Party Beneficiaries

	
 

	
58


	
 

	
Section 12.6

	
 

	
Successors
 and Assigns

	
 

	
58


	
 

	
Section 12.7

	
 

	
Entire
 Agreement

	
 

	
58


	
 

	
Section 12.8

	
 

	
Public
 Disclosure

	
 

	
58


	
 

	
Section 12.9

	
 

	
Expenses

	
 

	
58


	
 

	
Section
 12.10

	
 

	
Governing
 Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury

	
 

	
59


	
 

	
Section
 12.11

	
 

	
Counterparts

	
 

	
59


	
 

	
Section
 12.12

	
 

	
Headings

	
 

	
59


	
 

	
Section
 12.13

	
 

	
Severability

	
 

	
59


	
 

	
Section
 12.14

	
 

	
Joint
 Authorship

	
 

	
60





–iii–








EXHIBITS
AND SCHEDULES


	
 

	
 

	
 


	
EXHIBITS

	
 


	
 

	
 

	
 


	
Exhibit A

	
 

	
Assignment
 Agreement (DIP Loans)


	
 

	
 

	
 


	
Exhibit B

	
 

	
Assignment
 Agreement (Dividend Cash Flow Note)


	
 

	
 

	
 


	
Exhibit C

	
 

	
Bill of Sale


	
 

	
 

	
 


	
Exhibit D

	
 

	
Form of
 Opinion Letter





SCHEDULES 


Company Disclosure Schedule:


–iv–










ASSET PURCHASE AGREEMENT


                    THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the
29th day of July, 2009 by and among Freedom Fuels, LLC, an Iowa
limited liability company and debtor in possession (the “Company”) and Soy Energy,
LLC, an Iowa limited liability company (“Purchaser”).


R E C I T A L S:


                    WHEREAS,
the Company presently owns and operates a biodiesel production facility located
at Mason City, Iowa (the “Facility”); 


                    WHEREAS,
the Company has filed a voluntary petition under Chapter 11 of Title 11 of the
United States Code (otherwise referred to as the “Bankruptcy Code”) in
the United States Bankruptcy Court for the Northern District of Iowa (the
“Bankruptcy Court”), case number 09-02468-wle11 and is currently operating its
business and managing its property as a Debtor in Possession pursuant to
Bankruptcy Code Sections 1107 and 1108.


                    WHEREAS,
the Company desires to sell, transfer and assign to Purchaser, and Purchaser
desires to acquire from the Company, all of the Purchased Assets, as more
specifically provided herein (the “Transaction”) which Transaction shall
be pursuant to a plan of reorganizations and subject to approval and
confirmation by the Bankruptcy Court;


                    WHEREAS,
the Board of Directors of the Company (a) has determined that the Transaction
is fair to and in the best interests of the Company and its unitholders and (b)
has approved this Agreement, the consummation of the transactions contemplated
hereby and the execution and delivery of this Agreement by the Company;


                    WHEREAS,
the Board of Directors of Purchaser (a) has determined that the Transaction is
fair to and in the best interests of Purchaser and its unitholders, (b) has
approved this Agreement, the consummation of the transactions contemplated
hereby and the execution and delivery of this Agreement by Purchaser, and
(c) has determined to recommend adoption of this Agreement and approval of
the Transaction on the terms and conditions set forth in this Agreement by the
unitholders of Purchaser;


                    WHEREAS,
the Company and Purchaser desire to make certain representations, warranties,
covenants and agreements in connection with the Transaction and also to
prescribe various conditions to the Transaction.


                    NOW,
THEREFORE, in consideration of the foregoing premises and the respective
representations, warranties, covenants, and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:








ARTICLE
I

DEFINITIONS AND TERMS


          Section 1.1
Certain Definitions. As used in this Agreement, the following terms have
the meanings set forth below: 


          “Affiliate”
means, with respect to any Person, any Person directly or indirectly
controlling, controlled by, or under common control with, such other Person as
of the date on which, or at any time during the period for which, the
determination of affiliation is being made. For purposes of this definition,
the term “control” (including the correlative meanings of the terms “controlled
by” and “under common control with”), as used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.


          “Agreement”
means this Agreement, together with all of the Schedules and Exhibits hereto,
as the same may be amended or supplemented from time to time in accordance with
the terms hereof. 


          “Ancillary
Agreements” means all other agreements, documents and instruments required
to be delivered by any party pursuant to this Agreement, and any other
agreements, documents or instruments entered into at or prior to Closing in
connection with this Agreement or the transactions contemplated hereby.


           “Balance
Sheet” has the meaning set forth in the Section 4.4(a).


          “Balance
Sheet Date” has the meaning set forth in the Section 4.4(a).


          “Bankruptcy
Court” has the meaning set forth in the Recitals.


          “Books
and Records” means all books, ledgers, files, reports, plans, records,
manuals and other materials (in any form or medium) of, or maintained for, the
Company and its Subsidiaries.


          “Business”
means the development and ownership of biodiesel production facilities and the
production, storage, transport, marketing and sale of biodiesel and businesses
thereto, and engaging in activities ancillary or incidental thereto.


          “Business
Day” means any day other than a Saturday, a Sunday, federal holiday or a
day on which banks in the City of New York or the State of Delaware are
authorized or obligated by Law to close.


          “Chosen
Courts” has the meaning set forth in Section 12.10.


          “Closing”
has the meaning set forth in Section 3.1.


          “Closing
Date” has the meaning set forth in Section 3.1.


–2–








          “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


          “Code”
means the Internal Revenue Code of 1986 and the regulations promulgated
thereunder, as amended from time to time.


          “Commercially
Reasonable Efforts” means the efforts, time and costs a prudent Person
desirous of achieving a result would use, expend or incur in similar
circumstances to achieve such results as expeditiously as possible; provided
that such Person is not required to expend funds or assume liabilities beyond
those that are (i) commercially reasonable
in nature and amount in the context of the Transaction or (ii) otherwise
required to be expended or assumed pursuant to the terms of this Agreement.


          “Company”
has the meaning set forth in the Preamble.


          “Company
Adverse Recommendation Change” has the meaning set forth in Section 6.6(c).


          “Company
Disclosure Schedule” has the meaning set forth in the preamble to Article
IV.


          “Company
Documents” has the meaning set forth in Section 4.2(a).


          “Company
Monthly Financial Statements” has the meaning set forth in Section 6.11. 


          “Company
Permits” has the meaning set forth in Section 4.17(b).


          “Company
Property” has the meaning set forth in Section 4.10(a).


          “Company
Recommendation” has the meaning set forth in Section 6.6(c).


          “Company
Unitholders” means all holders of a membership interest in the Company.


          “Confidentiality
Agreement” has the meaning set forth in Section 6.1.


          “Contract”
means any written or oral contract, agreement, indenture, note, bond,
debenture, mortgage, loan, instrument, lease, license, commitment or other
obligation.


          “Copyrights”
has the meaning set forth in the definition of Intellectual Property.


          “Corn
Oil Pretreatment Facility” has the definition set forth in Section 6.16.


          “DIP
Loans” has the meaning set forth in Section 4.8(f).


          “Dividend
Cash Flow Note” shall mean that certain promissory note issued by New Equity, LLC to
the Purchaser, dated the Closing Date, in the original principal amount of
$2,000,000.


–3–








          “Documents”
means all files, documents, instruments, papers, books, reports, records, tapes,
microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title
policies, lists of past, present and/or prospective customers, supplier lists,
regulatory filings, operating data and plans, technical documentation (design
specifications, functional requirements, operating instructions, logic manuals,
flow charts, etc), user documentation (installation guides, user manuals,
training materials, release notes, working papers, etc.), marketing
documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other
similar materials related to the Business and the Purchased Assets, in each
case whether or not in electronic form.


          “Employee”
means all individuals (including common law employees, independent contractors
and individual consultants), as of the date hereof, who are employed or engaged
by the Company in connection with the Business, together with individuals who
are hired in respect of the Business after the date hereof.


          “Employee
Benefit Plans” has the meaning set forth in Section 4.14(a).


          “Environmental
Costs and Liabilities” means, with respect to any Person, all Liabilities
and Remedial Actions incurred as a result of any claim or demand by any other
Person or in response to any violation of Environmental Law or to the extent
based upon, related to, or arising under or pursuant to any Environmental Law,
Environmental Permit, order or agreement with any Governmental Authority or
other Person, or which relates to any environmental, health or safety condition,
violation of Environmental Law or a Release or threatened Release of Hazardous
Materials, whether known or unknown, accrued or contingent, whether based in
contract, tort, implied or express warranty, strict liability, criminal or
civil statute.


          “Environmental
Law” means any foreign, federal, state or local law (including common law),
statute, code, ordinance, rule, regulation or other legal requirement or
obligation in any way relating to pollution, odors, noise, or the protection of
human health and safety, the environment or natural resources, including the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
§ 9601 et seq.), the Hazardous Materials Transportation Act
(49 U.S.C. App. § 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean
Air Act (42 U.S.C. § 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.), the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and the Occupational Safety and Health Act (29 U.S.C. § 651
et seq.), as each has been amended and the regulations promulgated pursuant
thereto. 


          “Environmental
Permit” means any Permit required by Environmental Laws for the operation
of the Business.


          “ERISA”
means the Employment Retirement Income Security Act of 1974, as amended.


          “ERISA
Affiliate” has the meaning set forth in Section 4.14(a).


          “ERISA
Affiliate Plans” has the meaning set forth in Section 4.14(a).


–4–








          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.


          “Excluded
Assets” has the meaning set forth in Section 2.2.


          “Excluded
Contracts” means all Contracts of the Company related to the Business
listed under the heading “Excluded Contracts” on Company Disclosure Schedule
1.1 and not including the Purchased Contracts.


           “Excluded
Liabilities” has the meaning set forth in Section 2.3.


          “Facility”
has the meaning set forth in the Recitals.


          “Final
Closing Balance Sheet” means the final Balance Sheet of the Company
delivered to Purchaser prior to the Closing Date.


          “Financial
Statements” has the meaning set forth in Section 4.4(a).


          “FIRPTA
Affidavit” has the meaning set forth in Section 8.1(j).


          “Former
Employee” means all individuals (including common law employees,
independent contractors and individual consultants) who were employed or
engaged by the Company in connection with the Business but who are no longer so
employed or engaged on the date hereof.


          “Furniture
and Equipment” means all furniture, furnishings, equipment, vehicles,
leasehold improvements not deemed real estate by applicable Laws, and other
tangible personal property, including all artwork, desks, chairs, tables,
Hardware, copiers, telephone lines and numbers, telecopy machines and other
telecommunication equipment, cubicles and miscellaneous office furnishings and
supplies.


          “GAAP”
means generally accepted accounting principles in the United States as of the
date hereof.


          “Governmental
Authority” means any government or governmental or regulatory body thereof,
or political subdivision thereof, whether foreign, federal, state, or local, or
any agency, instrumentality or authority thereof, or any court or arbitrator
(public or private).


          “Hardware”
means any and all computer and computer-related hardware, including, but not
limited to, computers, file servers, facsimile servers, scanners, color
printers, laser printers and networks.


          “Hazardous
Material” means any substance, material or waste that is regulated,
classified, or otherwise characterized under or pursuant to any Environmental
Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or
words of similar meaning or effect, including


–5–








petroleum and its by-products, asbestos, polychlorinated biphenyls,
radon, mold or other fungi and urea formaldehyde insulation.


          “Indebtedness”
of any Person means, without duplication, (i) the principal, accreted
value, accrued and unpaid interest, prepayment and redemption premiums or
penalties (if any), unpaid fees or expenses and other monetary obligations in
respect of (A) indebtedness of such Person for money borrowed and
(B) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable;
(ii) all obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such Person and
all obligations of such Person under any title retention agreement (but
excluding trade accounts payable and other accrued current liabilities arising
in the Ordinary Course of Business); (iii) all obligations of such Person
under leases required to be capitalized in accordance with GAAP; (iv) all
obligations of such Person for the reimbursement of any obligor on any letter
of credit, banker’s acceptance or similar credit transaction that has been
drawn upon, including any fees related to such obligations whether or not drawn
upon; (v) all obligations of such Person under interest rate or currency
swap transactions (valued at the termination value thereof); (vi) the
liquidation value, accrued and unpaid dividends and prepayment or redemption
premiums and penalties (if any), unpaid fees or expense and other monetary
obligations in respect of any and all redeemable preferred stock of such
Person; (vii) all checks issued by the Company prior to the Closing Date
that remain outstanding as of the Closing Date; (viii) all obligations of the
type referred to in clauses (i) through (vii) of any Persons for the
payment of which such Person is responsible or liable, directly or indirectly,
as obligor, guarantor, surety or otherwise, including guarantees of such
obligations; and (ix) all obligations of the type referred to in clauses
(i) through (viii) of other Persons secured by (or for which the holder of such
obligations has an existing right, contingent or otherwise, to be secured by)
any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person).


          “Intellectual
Property” means all right, title and interest in or relating to
intellectual property, whether protected, created or arising under the laws of
the United States or any other jurisdiction, including: (i) all patents
and applications therefor, including all continuations, divisionals and
continuations-in-part and patents issuing thereon, along with all reissues,
reexaminations, substitutions and extensions thereof (collectively, “Patents”);
(ii) all trademarks, service marks, trade names, trade dress, logos,
corporate names and other source or business identifiers, together with the
goodwill associated with any of the foregoing, along with all applications,
registrations, renewals and extensions thereof (collectively, “Marks”);
(iii) all Internet domain names; (iv) all copyrights, works of
authorship and moral rights, and all registrations, applications, renewals,
extensions and reversions of any of the foregoing (collectively, “Copyrights”);
(v) trade secrets (“Trade Secrets”); and (vi) all other
intellectual property rights arising from or relating to Technology that is
owned by the Company and related to the Business or (ii) used by the
Company in connection with the Business.


          “Intellectual
Property Licenses” means (i) any grant by the Company to another
Person of any right, permission, consent or non-assertion relating to or under
any of the Purchased


–6–








Intellectual Property and (ii) any grant by another Person to the
Company of any right, permission, consent or non-assertion relating to or under
any third Person’s Intellectual Property.


          “IRS”
means the United States Internal Revenue Service and, to the extent relevant,
the United States Department of Treasury.


          “Knowledge”
or any similar phrase means (i) with respect to the Company, the collective
actual knowledge of Ed Dannen and Dale McBride, and (ii) with respect to
Purchaser, the collective actual knowledge of Chuck Sand and Rick Davis.


          “Labor
Contracts” has the meaning set forth in Section 4.15(a).


          “Law”
means any federal, state or local law (including common law), statute, code,
ordinance, rule, regulation or other legal requirement or obligation.


          “Legal
Proceeding” means any judicial, administrative or arbitral actions, suits,
mediations, investigations, inquiries, proceedings or claims (including
counterclaims) by or before a Governmental Authority.


          “Liability”
means any debt, loss, damage, adverse claim, fines, penalties, liability or
obligation (whether direct or indirect, known or unknown, asserted or unasserted,
absolute or contingent, accrued or unaccrued, matured or unmatured, determined
or determinable, disputed or undisputed, liquidated or unliquidated, or due or
to become due, and whether in contract, tort, strict liability or otherwise),
and including all costs and expenses relating thereto (including all fees,
disbursements and expenses of legal counsel, experts, engineers and consultants
and costs of investigation).


          “Lien”
means any lien, encumbrance, pledge, mortgage, deed of trust, security
interest, claim, lease, charge, option, right of first refusal, easement,
servitude, proxy, voting trust or agreement, transfer restriction under any
unitholder or similar agreement, encumbrance or any other restriction or
limitation whatsoever.


          “Loan”
and “Loan Guarantee” shall have the meanings set forth in Section
6.16(b).


          “Marks”
has the meaning set forth in the definition of Intellectual Property.


          “Material
Adverse Effect” means an effect, condition or change that is materially
adverse to the business, assets, properties, financial condition, or results of
operations of the Company and its Subsidiaries, taken as a whole, Purchaser and
its Subsidiaries, taken as a whole; provided, however, that effects, conditions
and changes relating to the following shall not constitute a Material Adverse
Effect, and shall not be considered in determining whether a Material Adverse
Effect has occurred:


          (a) changes
in the economy or financial or commodities markets generally in the United
States;


–7–








          (b) changes
that are the result of factors generally affecting the industries in which the
Company and Purchaser and their Subsidiaries operate; or


          (c) changes
proximately caused by the pendency or the announcement of this Agreement or the
transactions contemplated hereby. 


          “Material
Contracts” has the meaning set forth in Section 4.13(a).


          “Nonassignable
Assets” has the meaning set forth in Section 2.4(b).


          “Order”
means any order, injunction, judgment, doctrine, decree, ruling, writ,
assessment or arbitration award of a Governmental Authority.


          “Ordinary
Course” or “Ordinary Course of Business” means the conduct of the
business of the Company and its Subsidiaries or Purchaser and its Subsidiaries
(as the case may be) in accordance with their normal day-to-day customs,
practices and procedures as conducted from time to time prior to the date of
this Agreement and shall include the activities of the Company and its
Subsidiaries, Purchaser and its Subsidiaries undertaken in connection with
their respective obligations under this Agreement. For purposes of this
definition with regard to the Company, Ordinary Course refers to the operation
of the Company prior to bankruptcy.


          “Organizational
Documents” means the articles of organization or certificate of formation
and operating agreement for a limited liability company, and such other
documents necessary to meet the applicable Law for organization of the
applicable entity type in its state of organization.


          “Owned
Property” has the meaning set forth in Section 4.10(a).


          “Patents”
has the meaning set forth in the definition of Intellectual Property.


          “Permits”
means any approvals, authorizations, consents, licenses, permits or
certificates of a Governmental Authority.


           “Person”
means any individual, corporation, limited liability company, partnership,
firm, joint venture, association, joint-stock company, trust, unincorporated
organization, Governmental Authority or other entity.


          “Proxy
Statement” refers to the proxy statement to be filed with the SEC by
Purchaser in connection with this Transaction and the Purchaser Unitholder
Approval.


          “Purchase
Price” has the meaning set forth in Section 3.3.


          “Purchased
Assets” has the meaning set forth in Section 2.1.


          “Purchased
Contracts” means all Contracts of the Company related to the Business
listed under the heading “Purchased Contracts” on the Company Disclosure
Schedule 1.1 and not including the Excluded Contracts.


–8–








          “Purchaser”
has the meaning set forth in the Preamble.


          
“Purchaser Disclosure Schedule” has the meaning set forth in the
preamble to Article V.


          “Purchaser
Documents” has the meaning set forth in Section 5.2.


          “Purchaser’s
Environmental Assessment” has the meaning set forth in Section 6.10.


          “Purchaser
Unitholder Approval” means the affirmative vote (in person or by proxy) of
the holders of a majority of the outstanding membership units of Purchaser
representing a quorum in favor of the adoption of this Agreement and the
transactions contemplated hereby.


          “Purchaser
Unitholder Meeting” means the special meeting of Purchaser Unitholders held
for the purpose of the Purchaser Unitholder Approval. 


          “Purchaser
Unitholders” means all of the holders of units of Purchaser eligible to
vote on this Agreement and the Transaction.


          “Purchaser
Units” means the membership interests of Purchaser.


          “Real
Property Leases” has the meaning set forth in Section 4.10(a).


          “Related
Persons” has the meaning set forth in Section 4.22.


          “Release”
means any release, spill, emission, leaking, pumping, pouring, injection, deposit,
dumping, emptying, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, or into or out of any property.


          “Remedial
Action” means all actions including any capital expenditures undertaken to
(i) clean up, remove, treat or in any other way address any Hazardous
Material; (ii) prevent the Release or threat of Release, or minimize the
further Release of any Hazardous Material so it does not endanger or threaten
to endanger public health or welfare or the indoor or outdoor environment;
(iii) perform pre-remedial studies and investigations or post-remedial
monitoring and care; or (iv) correct a condition of noncompliance with
Environmental Laws.


          “Representatives”
has the meaning set forth in Section 6.6(a).


          “Restricted
Business” has the meaning set forth in Section 6.7(a).


          “SEC”
means the United States Securities and Exchange Commission.


          “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


          “Small
Business Loan” has the meaning set forth in Section 6.16(c).


–9–








          “Software”
means any and all (i) computer programs, including any and all software
implementations of algorithms, models and methodologies, whether in source code
or object code; (ii) databases and compilations, including any and all
data and collections of data, whether machine readable or otherwise;
(iii) descriptions, flow-charts and other work product used to design,
plan, organize and develop any of the foregoing, screens, user interfaces,
report formats, firmware, development tools, templates, menus, buttons and
icons; and (iv) all documentation, including user manuals and other
training documentation, related to any of the foregoing.


          “Subsidiary”
means, with respect to any Person, any other Person of which (i) a
majority of the outstanding share capital, voting securities or other equity
interests are owned, directly or indirectly, by such Person or (ii) such
Person is entitled, directly or indirectly, to appoint a majority of the board
of directors or managers or comparable supervisory body of the other Person.


          “Takeover
Proposal” has the meaning set forth in Section 6.6(d).


          “Tax”
or “Taxes” means (i) any and all federal, state, local or foreign
taxes, charges, fees, imposts, levies or other assessments, including, without
limitation, all net income, gross receipts, capital, sales, use, ad valorem,
value added, transfer, franchise, profits, inventory, capital stock, license,
withholding, payroll, employment, social security, unemployment, excise,
severance, stamp, occupation, property and estimated taxes, customs duties,
fees, assessments and charges of any kind whatsoever; (ii) all interest,
penalties, fines, additions to tax or additional amounts of any kind imposed by
any Taxing Authority in connection with any item described in clause (i);
and (iii) any liability in respect of any items described in
clauses (i) and/or (ii) payable by reason of Contract, assumption,
transferee liability, operation of law, Treasury Regulation Section 1.1502-6(a)
(or any predecessor or successor thereof or any analogous or similar provision
under law) or otherwise.


          “Taxing
Authority” means the IRS and any other Governmental Authority responsible
for the administration of any Tax.


          “Tax
Return” means any return, report or statement filed or required to be filed
with respect to any Tax (including any elections, declarations, schedules or
attachments thereto, and any amendment thereof), including any information
return, claim for refund, amended return or declaration of estimated Tax, and
including, where permitted or required, com­bined, consolidated or unitary
returns for any group of entities that includes the Company or any of its
Affiliates. 


          “Technology”
means, collectively, all Software, information, designs, formulae, algorithms,
procedures, methods, techniques, ideas, know-how, research and development,
technical data, programs, subroutines, tools, materials, specifications,
processes, inventions (whether patentable or unpatentable and whether or not
reduced to practice), apparatus, creations, improvements, works of authorship
and other similar materials, and all recordings, graphs, drawings, reports,
analyses, and other writings, and other tangible embodiments of the foregoing,
in any form whether or not specifically listed herein, and all related
technology, that are used in, incorporated in, embodied in, displayed by or
related to, or are used in connection


–10–









with the foregoing that is (i) owned by the Company and related to
the Business or (ii) used by the Company in connection with the Business,
including, without limitation, all Software and other Technology developed by
the Company and relating to employees and payroll.


          “Termination
Date” has the meaning set forth in Section 9.1.


          “Termination
Fee” has the meaning set forth in Section 9.4(a).


          “Trade
Secrets” has the meaning set forth in the definition of Intellectual
Property.


          “Transaction”
has the meaning set forth in Recitals.


          “Transfer
Taxes” has the meaning set forth in Section 10.1.


          “Transferred
Employees” has the meaning set forth in Section 7.1.


          “WARN”
means the Worker Adjustment and Retraining Notification Act of 1988, as
amended, and the rules and regulations promulgated thereunder.


          Section
1.2     Other Terms. Other terms may be defined
elsewhere in the text of this Agreement and, unless otherwise indicated, shall
have such meaning throughout this Agreement.


          Section
1.3     Other Definitional Provisions. Unless
the express context otherwise requires: 


          (a)     the
words “hereof”, “herein”, “hereunder”, “hereby” and “herewith” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement;


          (b)     the
terms defined in the singular have a comparable meaning when used in the
plural, and vice versa;


          (c)     where
a word or phrase is defined herein, each of its other grammatical forms will
have a corresponding meaning;


          (d)     any
references herein to “Dollars” and “$” are to United States Dollars; 


          (e)     any
references herein to a specific Article, Section, paragraph, Schedule or
Exhibit shall refer, respectively, to Articles, Sections, paragraphs, Schedules
or Exhibits of this Agreement;


          (f)     any
references herein to an agreement, instrument or document means such agreement,
instrument or document as amended, supplemented and modified from time to time
to the extent permitted by the provisions thereof and not prohibited by this
Agreement;


–11–








          (g)     any
references herein to a statute means such statute as amended as of the date of
this Agreement and, for purposes of the Closing hereunder, shall include such
statute as amended or successor thereto effective as of the Closing Date;


          (h)     wherever
the word “include,” “includes,” or “including” is used in this Agreement, it
shall be deemed to be followed by the words “without limitation”; and


          (i)     references
herein to any gender includes the other gender; and


          (j)     references
to any party to this Agreement or any other agreement or document will include
each party’s predecessors, successors and permitted assigns.


          Section
1.4     Interpretation. The headings and
captions used in this Agreement and any Schedule or Exhibit hereto, in the
table of contents or any index hereto are for convenience of reference only and
do not a constitute a part of this Agreement and shall not be deemed to limit,
characterize or in any way effect any provision of this Agreement or any
Schedule or Exhibit hereto, and all provisions of this Agreement and the
Schedules and Exhibits hereto shall be enforced and construed as if no caption
or heading had been used herein or therein. Any capitalized terms used in any
Schedule or Exhibit attached hereto and not otherwise defined therein shall
have the meaning set forth in the Agreement (or, in the absence of any ascribed
meaning, the meaning customarily ascribed to any such term in the Company’s
industry or in general commercial usage). The Schedules and Exhibits referred
to herein shall be construed with and as an integral part of this Agreement to
the same extent as if they were set forth verbatim herein.


ARTICLE II

PURCHASE AND SALE OF ASSETS; EXCLUDED LIABILITIES


          Section
2.1     Purchase and Sale of Assets. On the
terms and subject to the conditions set forth in this Agreement, at the Closing
Purchaser shall purchase, acquire and accept from the Company, and the Company
shall sell, transfer, assign, convey and deliver to Purchaser all of the
Company’s right, title and interest in, to and under the Purchased Assets, free
and clear of all Liens, claims and interests. “Purchased Assets” shall
mean all of the business, assets, properties, contractual rights, goodwill,
going concern value, rights and claims of the Company related to the Business
on the Closing Date, wherever situated and of whatever kind and nature, real or
personal, tangible or intangible, whether or not reflected on the Books and
Records of the Company (other than Excluded Assets), including each of the
following assets:


          (a)     all
inventory used or useful in the Business, except such inventory subject to
valid, binding and perfected liens, claims and interests of Secured Creditors
of the Company as listed on Schedule 2.1(a) hereto;


          (b)     all
tangible personal property used or useful in the Business, including Furniture
and Equipment;


–12–








          (c)     all
deposits (including customer deposits and security for rent, electricity,
telephone, hedging contracts or otherwise) and prepaid charges and expenses,
including any prepaid rent, of the Company, except such deposits subject to
valid, binding and perfected liens, claims and interests of Secured Creditors
of the Company as listed on Schedule 2.1(c) hereto;


          (d)     all
rights of the Company under all Company Property (whether owned or leased),
together with all buildings, improvements, fixtures and other appurtenances
thereto and rights in respect thereof;


          (e)     the
Intellectual Property and Technology of the Company;


          (f)     all
rights of the Company under the Purchased Contracts, including all claims or
causes of action with respect to the Purchased Contracts;


          (g)     all
Books and Records of the Company and all other Documents that are related to
the Business, including Documents relating to products, services, marketing,
advertising, promotional materials, Intellectual Property, Technology,
personnel files for Employees, and all files, customer files and documents
(including credit card information), supplier lists, records, literature and
correspondence, whether or not physically located on any of the Company
Property, but excluding those documents referred to in Section 2.2(b) below;


          (h)     all
Permits, including Environmental Permits, used by the Company in the Business
(which includes all Permits necessary to conduct the Business) and all rights
and incidents of interest therein;


          (i)     all
raw materials and supplies owned by the Company and used in connection with the
Business, except such raw materials and supplies subject to valid, binding and
perfected liens, claims and interests of Secured Creditors of the Company as
listed on Schedule 2.1(i) hereto;


          (j)     all
rights of the Company under non-disclosure or confidentiality, non-compete or
non-solicitation agreements with Former Employees, Employees and agents of the
Company or with third parties to the extent relating to the Business or the
Purchased Assets (or any portion thereof);


          (k)     all
rights of the Company under or pursuant to all warranties, representations and
guaranties made by suppliers, manufacturers and contractors to the extent
relating to products sold or services provided to the Company or to the extent
affecting any Purchased Asset;


          (l)     all
work-in-process;


          (m)    all
other assets reflected on the Company Balance Sheet, except such other assets
subject to valid, binding and perfected liens, claims and interests of Secured Creditors
of the Company as listed on Schedule 2.1(m) hereto;


–13–








          (n)     all
claims, choses-in-action and rights in litigation and settlements in respect
thereof, except such claims, choses-in-action and rights in litigation and
settlements subject to valid, binding and perfected liens, claims and interests
of Secured Creditors of the Company as listed on Schedule 2.1(n) hereto;


          (o)     all
third-party property and casualty insurance proceeds, and all rights to
third-party property and casualty insurance proceeds, in each case to the
extent received or receivable in respect of the Business except such
third-party property and casualty insurance proceeds subject to valid, binding
and perfected liens, claims and interests of Secured Creditors of the Company
as listed on Schedule 2.1(o) hereto;


          (p)     all
incentives, refunds and rebates, including any biodiesel credits from any
Governmental Authority related to the Facility except those incentives subject
to valid, binding and perfected liens, claims and interests of Secured Creditors
of the Company as listed on Schedule 2.1(p) hereto;


          (q)     all
shares of capital stock or other equity securities held by the Company with
respect to any other Person; and


          (r)     all
goodwill and other intangible assets associated with the Business, including
the goodwill associated with the Intellectual Property of the Company.


          Section
2.2     Excluded Assets. Nothing herein
contained shall be deemed to sell, transfer, assign or convey the Excluded
Assets to Purchaser, and the Company shall retain right, title and interest to,
in and under the Excluded Assets. “Excluded Assets” shall mean each of
the following assets:


          (a)     the
Excluded Contracts;


          (b)     all
Books and Records of the Company as pertain to ownership, organization or
existence of the Company and duplicate copies of such records as are necessary
to enable the Company to file tax returns and reports and to fulfill its
reporting obligations under applicable securities laws;


          (c)     all
membership interests (units) or other equity securities of the Company; and


          (d)     all
assets of any trust attributable to Employees and Former Employees in
connection with any Employee Benefit Plan; 


          Section
2.3     Excluded Liabilities. Purchaser will not
assume or be liable for any liabilities of the Company, including without
limitation, the Excluded Liabilities. The Company shall timely perform, satisfy
and discharge in accordance with their respective terms all Excluded
Liabilities. “Excluded Liabilities” shall mean all Liabilities of the
Company arising out of, relating to or otherwise in respect of the Business on
or before the Closing Date and all other


–14–








Liabilities of the Company. Excluded Liabilities shall include, but not
be limited to, the following Liabilities and in no event shall Purchaser assume
any liability for the matters set out in this Section 2.3:


          (a)     all
Liabilities of the Company under the Purchased Contracts incurred on or prior
to the Closing Date;


          (b)     all
accounts payable of the Company;


          (c)     all
Liabilities arising out of, under or in connection with any Indebtedness of the
Company; 


          (d)     all
Liabilities, to the extent reflected in the Final Closing Balance Sheet; 


          (e)     all
Liabilities arising out of, relating to or with respect to (i) the
employment or performance of services, or termination of employment or
services, by the Company of any of its Affiliates of any individual on or
before the Closing Date; (ii) workers’ compensation claims against the Company
that relate to the period on or before the Closing Date, irrespective of
whether such claims are made prior to or after the Closing, and (iii) any
Employee Benefit Plan;


          (f)     all
Liabilities arising out of, under or in connection with Excluded Contracts and,
with respect to Purchased Contracts, Liabilities in respect of a breach by or
default of the Company accruing under such Contracts with respect to any period
prior to Closing;


          (g)     all
Liabilities for (i) Taxes of the Company or any Subsidiary (or any
predecessor thereof), (ii) Taxes that relate to the Purchased Assets for
taxable periods (or portions thereof) ending on or before the Closing Date,
including, without limitation, Taxes allocable to the Company pursuant to
Section 10.2, and (iii) payments under any Tax allocation, sharing or
similar agreement (whether oral or written);


          (h)     all
Liabilities in respect of any pending or threatened Legal Proceeding, or any
claim arising out of, relating to or otherwise in respect of (i) the
operation of the Business to the extent such Legal Proceeding or claim relates
to such operation on or prior to the Closing Date, except as provided in Section
2.3(f) hereof, or (ii) any Excluded Asset;


          (i)     all
Environmental Costs and Liabilities of the Company or relating to the Purchased
Assets; 


          (j)     all
Liabilities or obligations of the Company relating to the business, operations,
assets or Liabilities of any Subsidiary or former Subsidiary of the Company
based upon, relating to or arising out of events, actions or failures to act
prior to the Closing Date; and


          (k)     all
Liabilities of the Company or its officers or directors to the holders of the
membership or other equity interests of the Company.


–15–








          Section
2.4     Further Conveyances; Consent of Third
Parties.


          (a)     From
time to time following the Closing, the Company and Purchaser shall, and shall
cause their respective Affiliates to, execute, acknowledge and deliver all such
further conveyances, notices, releases and acquittances and such other
instruments, and shall take such further actions, as may be reasonably
necessary or appropriate to assure fully to Purchaser and its successors or
assigns, all of the properties, rights, titles, interests, estates, remedies,
powers and privileges intended to be conveyed to Purchaser under this Agreement
and the Company Documents and to otherwise make effective the transactions
contemplated hereby and thereby.


          (b)     Nothing
in this Agreement nor the consummation of the transactions contemplated hereby
shall be construed as an attempt or agreement to assign any Purchased Asset,
including any Contract, Permit, certificate, approval, authorization or other
right, which by its terms or by Law is nonassignable without the consent of a
third party or a Governmental Authority or is cancelable by a third party in
the event of an assignment (“Nonassignable Assets”) unless and until
such consent shall have been obtained. The Company shall use its commercially
reasonable efforts to obtain such consents promptly. To the extent permitted by
applicable Law, in the event consents to the assignment thereof cannot be
obtained, such Nonassignable Assets shall be held, as of and from the Closing
Date, by the Company in trust for Purchaser and the covenants and obligations
thereunder shall be performed by Purchaser in the Company’s name and all
benefits and obligations existing thereunder shall be for Purchaser’s account.
The Company shall take or cause to be taken at the Company’s expense such
actions in its name or otherwise as Purchaser may reasonably request so as to
provide Purchaser with the benefits of the Nonassignable Assets and to effect
collection of money or other consideration that becomes due and payable under
the Nonassignable Assets, and the Company shall promptly pay over to Purchaser
all money or other consideration received by it in respect of all Nonassignable
Assets less the amount of any expenses incurred by the Company in connection
with the collection. As of and from the Closing Date, the Company authorizes
Purchaser, to the extent permitted by applicable Law and the terms of the
Nonassignable Assets, at Purchaser’s expense, to perform all the obligations
and receive all the benefits of the Company under the Nonassignable Assets and
appoints Purchaser its attorney-in-fact to act in its name on its behalf with
respect thereto.


          Section
2.5     Proration of Certain Expenses. Subject
to Section 2.3(d) and Section 10.2 with respect to Taxes, all
expenses and other payments in respect of the Owned Property and all rents and
other payments (including any prepaid amounts) due under the Real Property
Leases and any other leases constituting part of the Purchased Assets shall be
prorated between the Company, on the one hand, and Purchaser, on the other
hand, as of the Closing Date. The Company shall be responsible for all rents
(including any percentage rent, additional rent and any accrued tax and
operating expense reimbursements and escalations), charges and other payments
of any kind accruing during any period under the Real Property Leases or any
such other leases up to and including the Closing Date. Purchaser shall be
responsible for all such rents, charges and other payments accruing during any
period under the Real Property Leases or any such other leases after the
Closing Date. Purchaser shall pay the full amount of any invoices received by
it and shall submit a request for reimbursement to the Company for the
Company’s


–16–








share of such expenses and the Company shall pay the full amount of any
invoices received by it and Purchaser shall reimburse the Company for
Purchaser’s share of such expenses.


          Section
2.6     Accounts Receivable. Subject to valid,
binding and perfected liens, claims and interests of Secured Creditors of the
Company to accounts receivable as listed on Schedule 2.6 hereto, to the extent
the Company transfers any of its Accounts Receivable to Purchaser, the Company
shall provide commercially reasonable assistance to Purchaser in the collection
of such accounts receivable. If the Company shall receive payment in respect of
accounts receivable that are included in the Purchased Assets, then the Company
shall promptly forward such payment to Purchaser.


ARTICLE III

CLOSING; CONSIDERATION


          Section
3.1     Closing. The consummation of the
purchase and sale of the Purchased Assets provided for in Article II
hereof (the “Closing”) shall take place at the offices of BrownWinick,
666 Grand Avenue, Suite 2000 Des Moines, Iowa 50309 (or at such other place as
the parties may designate in writing) on a date to be specified by the parties
(the “Closing Date”), which date shall be no later than the third (3rd)
Business Day after satisfaction or waiver of the conditions set forth in Article VIII
(other than conditions that by their nature are to be satisfied at Closing, but
subject to the satisfaction or waiver of those conditions at such time), unless
another time, date or place is agreed to in writing by the parties hereto. 


          Section
3.2     Procedure at Closing. At the Closing, the parties agree that
the following shall occur:


          (a)     each
of the conditions precedent (as applicable) in Section 8.1 shall have been
satisfied, or such condition(s) shall have been expressly waived in writing by
Purchaser;


          (b)     each
of the conditions precedent (as applicable) in Section 8.2 shall have been
satisfied, or such condition(s) shall have been expressly waived in writing by
the Company; and


          (c)     all
of the documents and instruments delivered at the Closing shall be in form and
substance, and shall be executed and delivered in a manner, reasonably
satisfactory to the parties’ respective counsel.


          Section
3.3     Consideration. In consideration of the
purchase and sale of the Purchased Assets provided for in Article II
hereof, Purchaser shall pay the following at the Closing, subject to the
conditions set forth in this Agreement (collectively, the “Purchase Price”):


          (a)     cash
in the amount of $9,000,000;


–17–








          (b)     an
Assignment Agreement in the form attached hereto as Exhibit A dated the
Closing Date, assigning to the Company all of Purchaser’s right, title and
interest in and to the DIP Loans; and


          (c)     an
Assignment Agreement in the form attached hereto as Exhibit B dated the Closing Date, assigning to
the Company all of Purchaser’s right, title and interest in and to the Dividend
Cash Flow Note.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


          The Company
hereby represents and warrants to Purchaser that, except as set forth in the
disclosure schedule (with specific reference to the Section or subsection of
this Agreement to which the information stated in such disclosure schedule
relates) delivered by the Company to Purchaser simultaneously with the
execution of this Agreement (the “Company Disclosure Schedule”):


          Section
4.1     Organization and Existence; No Subsidiaries.



          (a)     The
Company is a limited liability company duly organized and validly existing
under the laws of the State of Iowa and has all requisite limited liability
company power and authority to own, lease and operate its properties and to
carry on its business as now conducted and as currently proposed to be
conducted. The Company is duly qualified or authorized to do business under the
laws of each jurisdiction in which it owns or leases real property and each
other jurisdiction in which the conduct of its business or the ownership of its
properties requires such qualification or authorization, except where the
failure to be so qualified or authorized could not have or reasonably be expected
to have a Material Adverse Effect with respect to the Company. The Company has
delivered to Purchaser true, complete and correct copies of its operating
agreement as in effect on the date hereof.


          (b)     The
Company does not, directly or indirectly, own any stock or other equity
interest in any other Person. No former Subsidiary of the Company had any
operations, business, Liabilities or other activities that would create a
Liability on the part of the Company.


          Section
4.2     Authorization of Agreement. 


          (a)     After
confirmation of the Company’s Plan of Reorganization, and entry of a final,
non-appealable order by the Bankruptcy Court to that effect and which specifically
approves this Agreement, the Company shall be authorized to and have such power
and authority to consummate the transactions contemplated by this Agreement and
each other agreement, document, or instrument or certificate contemplated by
this Agreement or to be executed by the Company in connection with the
consummation of the transactions contemplated by this Agreement (the “Company
Documents”) and, to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby, which will become
valid and binding upon the Company. The execution and delivery by the Company
of this Agreement and each of the Company Documents and the consummation of the
transactions


–18–








contemplated hereby and thereby have been duly authorized and approved
by the Company’s Board of Directors and no other action on the part of the
Company as an Iowa limited liability company is necessary to authorize the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby, other than the need for approval by the Bankruptcy Court
in connection with the confirmation of the Company’s plan of reorganization and
the transactions contemplated by this Agreement. This Agreement has been, and
each of the Company Documents will be, at or prior to the Closing, duly executed
and delivered by the Company and (assuming the due authorization, execution and
delivery by Purchaser) this Agreement constitutes, and each of the Company
Documents when so executed and delivered will constitute, legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.


          (b)     If
required by applicable law, the Company has obtained any and all approvals of
its equity owners and members necessary to adopt this Agreement and approve the
transactions contemplated hereby. None of the Organizational Documents of the
Company, other Documents between the Company and the Company Unitholders, or
applicable Law grant, provide for, or establish dissenter’s appraisal rights
with respect to the Transaction.


          Section
4.3     Conflicts; Consents of Third Parties. 


          (a)     None
of the execution and delivery by the Company of this Agreement or by the
Company of the Company Documents, the consummation of the transactions
contemplated hereby or thereby, or compliance by the Company with any of the
provisions hereof or thereof will conflict with, or result in any violation or
breach of, or conflict with or cause a default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation
or acceleration of any obligation or the loss of a material benefit under, or
give rise to any obligation of the Company to make any payment under, or to the
increased, additional, accelerated or guaranteed rights or entitlements of any
Person under, or result in the creation of any Liens upon any of the properties
or assets of the Company under, any provision of (i) the operating
agreement of the Company; (ii) any Purchased Contract or Permit to which
the Company is a party or by which any of the properties or assets of the
Company are bound, except as could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect with respect to the
Company; (iii) any Order applicable to the Company or by which any of the
properties or assets of the Company are bound; or (iv) any applicable Law.


          (b)     No
consent, waiver, approval, Permit or authorization of or filing with, or
notification to, any Person or Governmental Authority is required on the part
of the Company in connection with (i) the execution and delivery of this
Agreement or the Company Documents, the compliance by the Company with any of
the provisions hereof and thereof, the consummation of the transactions contemplated
hereby and thereby or the taking by the Company of any other action
contemplated hereby or thereby, or (ii) the continuing validity and
effectiveness immediately following the Closing of any Contract or Permit of
the Company, except (A) for the filing with the SEC of the Proxy Statement
and (B) the approval by the Bankruptcy Court (which includes the
opportunity for a vote by creditors and certain other specified parties).


–19–








          Section
4.4     Financial Statements. 


          (a)     The
Company has delivered to Purchaser copies of (i) the audited balance
sheets of the Company at September 30, 2008, September 30, 2007 and September
30, 2006 and the related audited statements of income and of cash flows of the
Company for the years then ended and (ii) the unaudited balance sheet of
the Company at May 31, 2009 and the related statement of income and cash flows
of the Company for the eight (8) month period then ended (such audited and
unaudited statements, including the related notes and schedules thereto, are
referred to herein as the “Financial Statements”). Each of the Financial
Statements is complete and correct in all material respects, has been prepared
in accordance with GAAP consistently applied without modification of the
accounting principles used in the preparation thereof throughout the periods
presented and presents fairly in all material respects the consolidated
financial position, results of operations and cash flows of the Company as at
the dates and for the periods indicated. For the purposes hereof, the unaudited
balance sheet of the Company as at May 31, 2009 is referred to as the “Balance
Sheet” and May 31, 2009 is referred to as the “Balance Sheet Date.”


          
(b)     Since September 30, 2005 (i) neither the
Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any
representative of the Company or any of its Subsidiaries has received or
otherwise obtained Knowledge of any material complaint, allegations, assertion
or claim, whether written or oral, regarding the accounting or auditing
practices, procedures, methodologies or methods of the Company or any of its
Subsidiaries or their respective internal accounting controls relating to
periods after September 30, 2005, including any material complaint, allegation,
assertion or claim that the Company or any of its Subsidiaries has engaged in
questionable accounting or auditing practices (except for any of the foregoing
received after the date of this Agreement which have no reasonable basis), and
(ii) to the Knowledge of the Company, no attorney representing the Company or
any of its Subsidiaries, whether or not employed by the Company or its
Subsidiaries, has reported evidence of a material violation of securities law,
breach of fiduciary duty or similar violation, relating to periods after
September 30, 2005, by the Company or the officers, directors, employees or
agents of the Company to the Board of Directors of the Company or any committee
thereof or to any director or executive officer of the Company.


          Section
4.5     No Undisclosed Liabilities. The Company
has no Indebtedness or Liabilities (whether or not required under GAAP to be
reflected on a balance sheet or the notes thereto) other than those
(i) specifically reflected in, fully reserved against or otherwise
described in the Balance Sheet or the notes thereto, (ii) incurred in the
Ordinary Course of Business since the Balance Sheet Date, or (iii) that
are immaterial, individually or in the aggregate, to the Company.


          Section
4.6     SEC Filings. The Company has complied
in all material respects at all times with any and all applicable federal,
state and foreign securities laws. The Company has never been subject to the
filing requirements set forth in Section 12 of the Exchange Act.


          Section
4.7     Title to Purchased Assets; Sufficiency.
The Company owns and has good title to each of the Purchased Assets free and
clear of all Liens other than as set forth on


–20–








Company Disclosure Schedule 4.7. Any Liens,
including without limitation those set forth on Company Disclosure Schedule
4.7, shall be removed and the Purchased Assets transferred free and clear
of Liens. The Purchased Assets constitute all of the assets and properties used
in or held for use in the Business and are sufficient for Purchaser to conduct
the Business from and after the Closing Date without interruption and in the
Ordinary Course of Business.


          Section
4.8     Absence of Certain Developments. Except
as expressly contemplated by this Agreement since the Balance Sheet Date,
(a) the Company has conducted the Business only in the Ordinary Course of
Business and (b) there has not been any event, change, occurrence or
circumstance that, individually or in the aggregate, with any other events,
changes, occurrences or circumstances, has had or could reasonably be expected
to have a Material Adverse Effect with respect to the Company. Without limiting
the generality of the foregoing, since the Balance Sheet Date:


          (a)     there
has not been any damage, destruction or loss, whether or not covered by
insurance, with respect to the Purchased Assets having a replacement cost of
more than $10,000 for any single loss or $50,000 for all such losses except
shrinkage of biodiesel inventory in the Ordinary Course of Business;


          (b)     the
Company has not entered into any employment, deferred compensation, long-term
incentive, stay bonus, bonus, or similar agreement (nor amended any such agreement)
or agreed to increase the compensation payable or to become payable by it to
any of the Company’s employees, agents or representatives or agreed to increase
the coverage or benefits available under any severance pay, termination pay,
vacation pay, company awards, salary continuation for disability, sick leave,
deferred compensation, bonus or other incentive compensation, insurance,
pension or other employee benefit plan, payment or arrangement made to, for or
with such employees, agents or representatives;


          (c)     the
Company has not made any capital investment in, any loan to, or any acquisition
of the securities or assets of, any other Person;


          (d)     the
Company has not mortgaged, pledged or subjected to any Lien any of its assets,
or acquired any assets or sold, assigned, transferred, conveyed, leased or
otherwise disposed of any assets of the Company;


          (e)     the
Company has not amended, modified, canceled, terminated, relinquished, waived
or released any Contract or right which, in the aggregate, would not be material
to the Company;


          (f)     except
for those certain
loans and advances made by New Equity, LLC to the Company, as debtor in
possession, in connection with the Company’s bankruptcy proceedings (the “DIP
Loans”), the Company has not issued, created, incurred, assumed or
guaranteed any Indebtedness;


          (g)     the
Company has not made or committed to make any capital expenditures (a) in
excess of planned capital expenditures budgeted for the current fiscal year and
as reasonably


–21–








deemed to be necessary by the Company for next fiscal year consistent
with prior practice or (b) which require any payment that may or will
extend beyond the Closing Date;


          (h)     the
Company has not instituted or settled any material Legal Proceeding resulting
in or which may result in a loss of revenue in excess of $10,000 individually
or in amounts exceeding $50,000 in the aggregate;


          (i)     the
Company has not granted any license or sublicense of any rights under or with
respect to any Intellectual Property or Technology of the Company;


          (j)     the
Company has not made any loan to, or entered into any other transaction with,
any of its unitholders, Affiliates, officers, directors, partners or employees;
and


          (k)     the
Company has not agreed, committed, arranged or entered into any understanding
to do anything set forth in this Section 4.8.


          Section
4.9     Taxes.


          (a)     (i) All
income, franchise and all other Tax Returns required to be filed by or on
behalf of the Company, any Subsidiary or any affiliated, consolidated, combined
or unitary group of which the Company or any Subsidiary is or was a member have
been duly and timely filed with the appropriate Taxing Authority in all
jurisdictions in which such Tax Returns are required to be filed (after giving
effect to any valid extensions of time in which to make such filings), and all
such Tax Returns are true, complete and correct in all material respects; and
(ii) all income, franchise and other Taxes payable by or on behalf of the
Company, any Subsidiary or any affiliated, consolidated, combined or unitary
group of which the Company or any Subsidiary is or was a member have been fully
and timely paid. 


          (b)     All
deficiencies asserted or assessments made as a result of any examinations by
any Taxing Authority of the Tax Returns of, or including, the Company or any
Subsidiary have been fully paid, and there are no audits or investigations of
the Company or any Subsidiary by any Taxing Authority in progress, nor has the
Company or any Subsidiary received any written notice from any Taxing Authority
that it intends to conduct such an audit or investigation. 


          (c)     The
Company has complied with all applicable Laws relating to the payment and
withholding of Taxes and has duly and timely withheld and paid over to the
appropriate Taxing Authority all amounts required to be so withheld and paid
under all applicable Laws.


          (d)     There
are no Liens for Taxes upon the Purchased Assets.


          (e)     None
of the Purchased Assets is (i) property required to be treated as being
owned by another Person pursuant to the provisions of Section 168(f)(8) of
the Internal Revenue Code of 1954, as amended and in effect immediately prior
to the enactment of the Tax Reform Act of 1986, (ii) ”tax-exempt use
property” within the meaning of Section 168(h)(1) of the Code,
(iii) ”tax-exempt bond financed property” within the meaning of
Section 168(g) of the Code, (iv) ”limited use property” within the
meaning of Rev. Proc. 2001-28, (v) subject to


–22–








Section 168(g)(1)(A) of the Code, or (vi) subject to any
provision of state, local or foreign Law comparable to any of the provisions
listed above.


          Notwithstanding
the foregoing, for purposes of this Section 4.9, any reference to the
Company or any Subsidiary shall be deemed to include any Person that merged
with or was liquidated into the Company or any Subsidiary.


          Section
4.10     Real Property. 


          (a)     Company
Disclosure Schedule 4.10(a)(i)(A) sets forth a complete list of
(i) all real property and interests in real property, including easements
appurtenant thereto, owned in fee by the Company (individually, an “Owned
Property” and collectively, the “Owned Properties”), and
(ii) all real property and interests in real property leased, licensed or
subleased by the Company as lessee or lessor, licensee or licensor, including a
description of each such real property lease (including the name of the third
party lessor or lessee, the date of the lease or sublease and all amendments
thereto and the manner in which such interest is held) and the property
encumbered thereby (individually, a “Real Property Lease” and
collectively, the “Real Property Leases” and, together with the Owned
Properties and all buildings, fixtures and improvements thereon, being referred
to herein individually as a “Company Property” and collectively as the “Company
Properties”). The Company has good and marketable fee title to all Owned
Property, free and clear of all Liens of any nature whatsoever, except those
Liens set forth on Company Disclosure Schedule 4.10(a)(i)(A). The
Company Properties constitute all interests in real property currently used,
occupied or currently held for use in connection with the Business of the
Company and which are necessary for the continued operation of the Business of
the Company. Except as set forth on Company Disclosure Schedule
4.10(a)(i)(B), all of the Company Properties and buildings, fixtures and
improvements thereon owned or leased by the Company taken as a whole are in
reasonably good operating condition (ordinary wear and tear excepted), and all
mechanical and other systems located thereon, taken as a whole, are in
reasonably good operating condition, in each case in all material respects,
such that the Company’s biodiesel plant may be operated according to plant
specifications and applicable environmental, safety and legal standards. Except
as set forth on Company Disclosure Schedule 4.10(a)(ii) and except as
could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect with respect to the Company, none of the improvements
located on the Company Properties constitute a legal non-conforming use or
otherwise require any special dispensation, variance or special permit under
any Laws. The Company has delivered to Purchaser true, correct and complete
copies of (i) all deeds, title reports and surveys for the Owned
Properties and (ii) the Real Property Leases, together with all amendments,
modifications or supplements, if any, thereto. The Company Properties are not
subject to any leases, rights of first refusal, options to purchase or rights
of occupancy, except the Real Property Leases and those set forth on Company
Disclosure Schedule 4.10(a)(iii).


          (b)     
(i) the Company has a valid, binding and enforceable leasehold interest or
license under each of the Real Property Leases under which it is a lessee or
licensee, free and clear of all Liens, (ii) each of the Real Property
Leases is in full force and effect, (iii) the Company is not in default
under any Real Property Lease, and no event has occurred and no circumstance
exists


–23–








which, if not remedied, and whether with or without notice or the
passage of time or both, would result in such a default, and (iv) the
Company has not received or given any notice of any default or event that with
notice or lapse of time, or both, would constitute a default by the Company
under any of the Real Property Leases and, to the Knowledge of the Company, no
other party is in default thereof, and no party to any Real Property Lease has
exercised any termination rights with respect thereto.


          (c)     The
Company has all material certificates of occupancy and Permits of any
Governmental Authority necessary or useful for the current use and operation of
each Company Property, and the Company has fully complied with all material
conditions of the Permits applicable to them. No material default or violation,
or event that with the lapse of time or giving of notice or both would become a
material default or violation, has occurred in the due observance of any
Permit. The Company has not received any notice that any certificate of
occupancy or Permit will not be renewed at the end of its current term, and the
Company is not aware of any facts that would cause a denial of any renewal
application.


          (d)     There
does not exist any actual or, to the Knowledge of the Company, threatened or
contemplated condemnation or eminent domain proceedings that affect any Company
Property or any part thereof, and the Company has not received any notice, oral
or written, of the intention of any Governmental Authority or other Person to
take or use all or any part thereof.


          (e)     Except
as set forth on Company Disclosure Schedule 4.10(e), the Company has not
received any notice from any insurance company that has issued a policy with
respect to any Company Property requiring performance of any structural or
other repairs or alterations to such Company Property.


          (f)     The
Company does not own, hold, and is not obligated under and is not a party to,
any option, right of first refusal or other contractual right to purchase, acquire,
sell, assign or dispose of any real estate or any portion thereof or interest
therein. None of the Company Properties is subject to any option, right of
first refusal or other contractual right to purchase, acquire, sell or dispose
of same.


          (g)     With
respect to each parcel of the Company Property and the buildings, structures,
improvements and fixtures thereon:


          (i)     Except
for assessments occurring on a regular basis in accordance with applicable Law,
there is no pending or, to the Knowledge of the Company, contemplated reassessment
of any parcel included in the Company Property that is reasonably expected to
increase the real estate tax assessment for such properties.


          (ii)     There
is no pending, or to the Knowledge of the Company, contemplated proceeding to
rezone any parcel of the Company Property. The uses for which each parcel of
the Company Property is zoned do not restrict, or in any manner impair, the
current use of the Company Property. Neither the Company nor its Subsidiaries
have received notice of any violation of any applicable zoning law, regulation
or other Legal Requirement, related to or affecting the Company Property.


–24–









          (iii)         All
buildings, structures and other improvements on the Company Property, including
but not limited to driveways, out-buildings, landscaped areas and sewer
systems, and all means of access to the Company Property, are located completely
within the boundary lines of the Company Property and do not encroach upon or
under the property of any other Person or entity. No buildings, structures or
improvements constructed on the property of any other Person encroach upon or
under the Company Property.


          (iv)         The
use of the Company Properties, or any portion thereof, in the Business does not
violate or conflict with (A) any covenants, conditions or restrictions
applicable thereto or (B) the terms and provisions of any contractual
obligations relating thereto.


          (v)          The
Company or its Subsidiaries have good and valid rights of ingress and egress to
and from all of the Company Property (including between separate parcels
included within the Company Property) from and to any rail lines, rail spurs,
pipelines and the public street systems for all usual street, road, shipping,
transport, storage, docking and utility purposes and other purposes necessary
or incidental to the operation of the Business.


          (vi)         Except
as set forth on Company Disclosure Schedule 4.10(g)(vi), all utilities
required for or useful in the operation of the Business either enter the
Company Property through adjoining streets and roads, or if they pass through
adjoining private land, they do so in accordance with valid easements. All
necessary utilities (including without limitation, water, sewer, electricity
and telephone facilities) are available to the Company Property and there
exists, to the Knowledge of the Company, no proposed limitation in or reduction
of the quality or quantity of utility services to be furnished to the Company
Property. Adequate sewage and water systems and connections are available to
the Company Property as currently operated.


          Section
4.11     Tangible Personal Property.


          (a)          The
Company has good and marketable title to all of the items of tangible personal
property used in the Business by the Company, free and clear of any and all
Liens, other than as set forth on Company Disclosure Schedule 4.11(a).
Any Liens, including without limitation those set forth on Company
Disclosure Schedule 4.11(a), shall be removed and the tangible personal
property transferred free and clear of Liens. All such items of tangible
personal property taken as a whole are in reasonably good operating condition
(ordinary wear and tear excepted) and are suitable for the purposes used, in
each case in all material respects, except for repairs, maintenance and
replacements necessary in the Ordinary Course of Business.


          (b)          Company
Disclosure Schedule 4.11(b) sets forth all leases of personal property
(“Personal Property Leases”) involving annual payments in excess of
$10,000 relating to personal property used by the Company in the Business or to
which the Company is a party or by which the properties or assets of the
Company is bound. All of the items of personal property under the Personal
Property Leases taken as a whole are in reasonably good operating condition and
repair (ordinary wear and tear excepted) and are suitable for the purposes
used, and such property is in all material respects in the condition required
of such property by the terms of the lease applicable thereto during the term
of the lease, in each case, except for repairs, maintenance and replacements
necessary in the Ordinary Course of Business. The Company has delivered to



–25–









Purchaser true, correct and complete copies of the Personal Property Leases,
together with all amendments, modifications or supplements thereto.


          (c)          Except
as could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect with respect to the Company, (i) the Company has
a valid, binding and enforceable leasehold interest under each of the Personal
Property Leases under which it is a lessee and (ii) each of the Personal
Property Leases is in full force and effect and the Company has not received or
given any notice of any default or event that with notice or lapse of time, or
both, would constitute a default by the Company under any of the Personal
Property Leases. To the Knowledge of the Company, no other party is in default
under any of the Personal Property Leases, and no party to any of the Personal
Property Leases has exercised any termination rights with respect thereto.


          Section
4.12     Intellectual Property.


          (a)          Company
Disclosure Schedule 4.12(a) sets forth an accurate and complete list
of all Patents, registered Marks, pending applications for registration of
Marks, unregistered Marks, registered Copyrights, pending applications for
registration of Copyrights and Internet domain names owned or registered to the
Company and included in the Intellectual Property. Company Disclosure
Schedule 4.12(a) lists (i) the record owner of each such item of
Intellectual Property, (ii) the jurisdictions in which each such item of
Intellectual Property has been issued or registered or in which any such
application for issuance or registration has been filed and (iii) the registration
or application date, as applicable.


          (b)          The
Company is the sole and exclusive owner of all right, title and interest in and
to, or has the valid and continuing right to use, all of the Intellectual
Property listed in Company Disclosure Schedule 4.12(a). The Company
is the sole and exclusive owner of, or has valid and continuing rights to use,
sell, license and otherwise commercially exploit, as the case may be, all other
Intellectual Property and all Technology as the same are used, sold, licensed
and otherwise commercially exploited in the Business, free and clear of all
Liens or obligations to others.


          (c)          The
Intellectual Property, the Technology, the manufacturing, licensing, marketing,
importation, offer for sale, sale or use of any products and services in
connection with the Business as presently conducted, and the present business
practices, methods and operations of the Company do not infringe, constitute an
unauthorized use or misappropriation of, dilute or violate any intellectual
property, proprietary or other right of any Person. The Intellectual Property,
the Technology and the Intellectual Property Licenses include all of the
Intellectual Property and Technology necessary and sufficient to enable the
Company to conduct the Business.


          (d)          To
the Knowledge of the Company, no Person is infringing, violating, misusing,
diluting or misappropriating any Intellectual Property or Technology of the
Company. No such claims have been made against any Person by the Company.


          (e)          As
of the date hereof, the Company is not the subject of any pending or, to the
Knowledge of the Company, threatened Legal Proceedings which involve a claim of



–26–








infringement,
unauthorized use, misappropriation, dilution or violation by any Person against
the Company or challenging the ownership, use, validity or enforceability of
any Intellectual Property or Technology. The Company has not received written
(including by electronic mail) notice of any such threatened claim and, to the
Knowledge of the Company, there are no facts or circumstances that would form
the basis for any such claim or challenge. The Intellectual Property and
Technology, and all of the Company’s rights in and to the Intellectual Property
and Technology, are valid and enforceable.


          (f)          The
consummation of the transactions contemplated hereby will not result in the
loss or impairment of Purchaser’s right to own or use any of the Intellectual
Property or Technology.


          (g)          Neither
this Agreement nor any transaction contemplated by this Agreement will result
in the grant of any license with respect to any Intellectual Property or
Technology of the Company to any third Person pursuant to any Contract to which
the Company is a party or by which any assets or properties of the Company is
bound.


          (h)          Company
Disclosure Schedule 4.12(h) sets forth a complete and accurate list of
(i) all Software included in the Technology developed by or for the
Company, (ii) all Software exclusively owned by the Company that is not
included in the Technology but is incorporated, embedded or bundled with any
Software listed in subclause (i) above and (iii) all Software not
exclusively owned by the Company and incorporated, embedded or bundled with any
Software listed in subclause (i) above (excluding such Software licensed
to the Company under a shrink-wrap or click-through agreement on reasonable
terms through commercial distributors or in consumer retail stores for a
license fee of no more than $1,000). The Company has not incorporated any “open
source,” “freeware,” “shareware” or other Software having similar licensing or
distribution models in any Software developed, licensed, distributed or otherwise
exploited by or for the Company and included in the Technology.


          (i)          The
Company has not licensed or provided to any third Person, or otherwise
permitted any third Person to access or use, any source code or related
materials for any Software developed by or for the Company and included in the
Technology of the Company. The Company is not currently a party to any source
code escrow agreement or any other agreement (or a party to any agreement
obligating the Company to enter into a source code escrow agreement or other
agreement) requiring the deposit of source code or related materials for any
such Software.


          Section
4.13          Material
Contracts.


          (a)          Company
Disclosure Schedule 4.13(a) sets forth, by reference to the applicable
subsection of this Section 4.13(a), all of the following Contracts to
which the Company is a party or by which it or its assets or properties are
bound (collectively, the “Material Contracts”):


          (i)          Contracts
with any current or former officer, director, member or Affiliate of the
Company;


–27–








          (ii)           Contracts
with any labor union or association representing any Employee of the Company;


          (iii)          Contracts
for the sale of any of the assets of the Company or for the grant to any Person
of any preferential rights to purchase any of its assets;


          (iv)          Contracts
for joint ventures, strategic alliances, partnerships, or sharing of profits or
proprietary information;


          (v)           Contracts
containing covenants of the Company not to compete in any line of business or
with any Person in any geographical area or not to solicit or hire any Person with
respect to employment or covenants of any other Person not to compete with the
Company in any line of business or in any geographical area or not to solicit
or hire any Person with respect to employment;


          (vi)          Contracts
relating to the acquisition (by merger, purchase of stock or assets or
otherwise) by the Company of any operating business or assets or the capital
stock of any other Person;


          (vii)         Contracts
relating to the incurrence, assumption or guarantee of any Indebtedness or
imposing a Lien on any of the assets of the Company, including indentures,
guarantees, loan or credit agreements, sale and leaseback agreements, purchase
money obligations incurred in connection with the acquisition of property,
mortgages, pledge agreements, security agreements, or conditional sale or title
retention agreements;


          (viii)        each
purchase Contract giving rise to Liabilities of the Company in excess of
$25,000;


          (ix)          each
Contract providing for payments by or to the Company in excess of $25,000 in
any fiscal year or $50,000 in the aggregate during the term thereof;


          (x)           all
Contracts obligating the Company to provide or obtain products or services for
a period of one year or more or requiring the Company to purchase or sell a
stated portion of its requirements or outputs;


          (xi)          Contracts
under which the Company has made advances or loans to any other Person;


          (xii)         Contracts
providing for severance, retention, change in control or other similar
payments;


          (xiii)        Contracts
for the employment of any individual on a full-time, part-time or consulting or
other basis providing annual compensation in excess of $50,000;


–28–








          (xiv)        management
Contracts and Contracts with independent contractors or consultants (or similar
arrangements) in excess of $50,000 that are not cancelable without penalty or
further payment;


          (xv)         outstanding
Contracts of guaranty, surety or indemnification, direct or indirect, by the
Company;


          (xvi)        Contracts
(or group of related contracts) which involve the expenditure of more than
$25,000 annually or $100,000 in the aggregate or require performance by any
party more than one year from the date hereof;


          (xvii)      all
Intellectual Property Licenses, royalty Contracts and other Contracts relating
to any Intellectual Property (except licenses pertaining to “off-the-shelf”
commercially available Software used pursuant to shrink-wrap or click-through
license grants on reasonable terms for a license fee of no more than $1,000); 


          (xviii)     incentives,
grants or other agreements from or with any Governmental Authority; 


          (xix)       Contracts
for services from lawyers, accountants, financial advisors and consultants; and


          (xx)        Contracts
that are otherwise material to the Company.


          (b)          Each
of the Material Contracts is in full force and effect and is the legal, valid
and binding obligation of the Company, and of the other parties thereto,
enforceable against each of them in accordance with its terms and, upon
consummation of the transactions contemplated by this Agreement, shall continue
in full force and effect without penalty or other adverse consequence. The Company
is not in material default under any Material Contract, nor, to the Knowledge
of the Company, is any other party to any Material Contract in breach of or
default thereunder, and, to the Knowledge of the Company, no event has occurred
that with the lapse of time or the giving of notice or both would constitute a
material breach or default by the Company or any other party thereunder. No
party to any of the Material Contracts has exercised any termination rights
with respect thereto, and no such party has given notice of any significant
dispute with respect to any Material Contract. The Company has, and will
transfer to Purchaser at the Closing, good and valid title to the Material
Contracts that are Purchased Contracts, free and clear of all Liens. The
Company has delivered to Purchaser true, correct and complete copies of all of
the Material Contracts, together with all amendments, modifications or
supplements thereto. 


          (c)          In
addition to the entry of a final, non-appealable order of the Bankruptcy Court
confirming the Company’s Plan of Reorganization and specifically approving this
Agreement, Company Disclosure Schedule 4.13(c) sets forth a complete and
accurate list of all other consents, waivers, approvals or authorizations of
any Person required to transfer the Material Contracts.


–29–








          Section
4.14     Employee Benefits.


          (a)          All
contributions and premiums required by Law or by the terms of (i) all
“employee benefit plans,” as defined in Section 3(3) of ERISA, and all
other employee benefit arrangements or payroll practices, including bonus
plans, consulting or other compensation agreements, incentive, equity or
equity-based compensation, or deferred compensation arrangements, stock
purchase, severance pay, sick leave, vacation pay, salary continuation,
disability, hospitalization, medical insurance, life insurance, scholarship
programs maintained by the Company or to which the Company contributed or is
obligated to contribute thereunder for current or former employees of the
Company or that cover Employees of the Company (the “Employee Benefit Plans”)
or (ii) all “employee pension plans,” as defined in Section 3(2) of
ERISA, subject to Title IV of ERISA or Section 412 of the Code,
maintained by the Company and any trade or business (whether or not
incorporated) which are or have ever been under common control, or which are or
have ever been treated as a single employer, with the Company under
Sections 414(b), (c), (m) or (o) of the Code (“ERISA Affiliate”) or
to which the Company and any ERISA Affiliate contributed or has ever been
obligated to contribute thereunder (the “ERISA Affiliate Plans”) or any
agreement relating thereto have been timely made (without regard to any waivers
granted with respect thereto) to any funds or trusts established thereunder or
in connection therewith, and no accumulated funding deficiencies exist in any
of such plans subject to Section 412 of the Code, which are single
employer plans, and all contributions for any period ending on or before the
Closing Date which are not yet due will have been paid on or before the Closing
Date.


          (b)          The
liabilities of each Employee Benefit Plan that has been terminated or otherwise
wound up have been fully discharged in full compliance with applicable Law. 


          (c)          There
are no pending Legal Proceedings which have been asserted or instituted against
any of the Employee Benefit Plans or ERISA Affiliate Plans, the assets of any
such plans or the Company, or the plan administrator or any fiduciary of the
Employee Benefit Plans or ERISA Affiliate Plans with respect to the operation
of such plans (other than routine, uncontested benefit claims), and, to the
Knowledge of the Company, there are no facts or circumstances which could form
the basis for any such Legal Proceeding.


          (d)          Each
of the Employee Benefit Plans and ERISA Affiliate Plans has been maintained, in
all material respects, in accordance with its terms and all provisions of
applicable Law.


          (e)          Neither
the Company nor any ERISA Affiliate has terminated any Employee Benefit Plan or
ERISA Affiliate Plan subject to Title IV of ERISA, or incurred any
outstanding liability under Section 4062 of ERISA to the Pension Benefit
Guaranty Corporation or to a trustee appointed under Section 4042 of
ERISA.


          (f)          Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (i) result in any payment becoming
due to any Employee of the Company; (ii) increase the amount of
compensation or benefits otherwise 


–30–








payable under
any Employee Benefit Plan or ERISA Affiliate Plan; or (iii) result in the
acceleration of the time of payment or vesting of any such benefits.


          (g)          The
Company is not a party to any contract, plan or commitment, whether legally
binding or not, to create any additional Employee Benefit Plan or ERISA
Affiliate Plan, or to modify any existing Employee Benefit Plan or Pension
Plan.


          Section
4.15 Labor.


          (a)          The
Company is not a party to any labor or collective bargaining agreement and
there are no labor or collective bargaining agreements which pertain to
Employees of the Company. 


          (b)          No
Employees are represented by any labor organization. No labor organization or
group of Employees of the Company has made a pending demand for recognition,
and there are no representation proceedings or petitions seeking a
representation proceeding presently pending or, to the Knowledge of the
Company, threatened to be brought or filed, with the National Labor Relations
Board or other labor relations tribunal. There is no organizing activity
involving the Company pending or, to the Knowledge of the Company, threatened
by any labor organization or group of Employees.


          (c)          There
are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or
(ii) material grievances or other labor disputes pending or, to the
Knowledge of the Company, threatened against or involving the Company involving
any Employee. There are no unfair labor practice charges, grievances or
complaints pending or, to the Knowledge of the Company, threatened by or on
behalf of any Employee or Former Employee.


          (d)          There
are no complaints, charges or claims against the Company pending or, to
Knowledge of the Company, threatened that could be brought or filed with any
Governmental Authority or based on, arising out of, in connection with or
otherwise relating to, the employment or termination of employment or failure
to employ any individual by the Company. The Company is in compliance with all
Laws relating to the employment of labor, including all such Laws relating to
wages, hours, WARN and any similar state or local “mass layoff” or “plant
closing” Law, collective bargaining, discrimination, civil rights, safety and
health, workers’ compensation and the collection and payment of withholding
and/or social security taxes and any similar tax except as could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect with respect to the Company. There has been no “mass layoff” or “plant
closing” (as defined by WARN) with respect to the Company within the six months
prior to Closing.


          Section
4.16     Litigation. There is no Legal
Proceeding pending or, to the Knowledge of the Company, threatened against the
Company (or to the Knowledge of the Company, pending or threatened against any
of the officers, directors or key Employees of the Company with respect to
their business activities on behalf of the Company), or to which the Company is
otherwise a party, before any Governmental Authority; nor to the Knowledge of
the Company is there any reasonable basis for any such Legal Proceeding. The
Company is not subject to any Order,


–31–








settlement agreement or stipulation and
the Company is not in breach or violation of any Order, settlement
agreement or stipulation. The Company is not engaged in any legal action to recover
monies due it or for damages sustained by it. There are no Legal Proceedings
pending or, to the Knowledge of the Company, threatened against the Company or
to which the Company is otherwise a party relating to this Agreement or any
Company Document or the transactions contemplated hereby or thereby.


          Section
4.17     Compliance with Laws; Permits.


          (a)          The
Company is in compliance in all material respects with all Laws applicable to
its operations or assets or the Business. The Company has not received any
written or other notice of or been charged with the violation of any Laws. To
the Knowledge of the Company, the Company is not under investigation with
respect to the violation of any Laws and there are no facts or circumstances
which could form the basis for any such violation.


          (b)          Company
Disclosure Schedule 4.17(b) contains a list of all material Permits
which are required for the operation of the Business (the “Company Permits”).
The Company currently has all material Permits that are required for the
operation of the Business. The Company is not in default or violation, and no
event has occurred which, with notice or the lapse of time or both, would
constitute a default or violation, in any material respect of any term,
condition or provision of any Company Permit and, to the Knowledge of the
Company, there are no facts or circumstances which could form the basis for any
such default or violation. There are no Legal Proceedings pending or, to the
Knowledge of the Company, threatened, relating to the suspension, revocation or
modification of any of the Company Permits. 


          Section
4.18     Environmental and Safety Matters.


          (a)          The
operations of the Company, with respect to the Business, are and have been in
compliance in all material respects with all applicable Environmental Laws,
which compliance includes obtaining, maintaining in good standing and complying
with all Environmental Permits necessary to operate the Business except for
non-compliance that would not reasonably be expected to result in the Business
incurring material Environmental Costs and Liabilities and no action or
proceeding is pending or, to the Knowledge of the Company, threatened to
revoke, modify or terminate any such Environmental Permit, which is necessary
and material to the operation of the Business, and, to the Knowledge of the
Company, no facts, circumstances or conditions currently exist that could
adversely affect such continued material compliance with Environmental Laws and
Environmental Permits or require currently unbudgeted capital expenditures to
achieve or maintain such continued material compliance with Environmental Laws
and Environmental Permits;


          (b)          With
respect to the Business, the Company is not the subject of any outstanding
written Order or Contract with any Governmental Authority or Person respecting
(i) Environmental Laws, (ii) Remedial Action or (iii) any
Release or threatened Release of a Hazardous Material;


–32–








          (c)          No
claim is pending or to the Knowledge of the Company, threatened against the
Company, alleging, with respect to the Business, that the Company may be in
violation of any Environmental Law or any Environmental Permit or may have any
Liability under any Environmental Law including, but not limited to, claims
relating to noise or odors, other than such claims that are routine in nature
and would not, individually or in the aggregate, result in the Business
incurring material Environmental Costs and Liabilities;


          (d)          To
the Knowledge of the Company, no facts, circumstances or conditions exist with
respect to the Business or any property currently or formerly owned, operated
or leased by the Company or any property to which the Company arranged for the
disposal or treatment of Hazardous Materials that could reasonably be expected
to result in the Business incurring unbudgeted material Environmental Costs or
Liabilities;


          (e)          To
the Knowledge of the Company, there are no investigations of the Business, or
currently or previously owned, operated or leased property of the Company
pending or threatened which could reasonably be expected to lead to the
imposition of any material Environmental Costs or Liabilities or Liens under
Environmental Law;


          (f)          The
transactions contemplated hereunder do not require the consent of or filings
with any Governmental Authority with jurisdiction over the Company and
environmental matters;


          (g)          There
is not located at any of the Owned Property or Real Property Leases, or at any
property previously owned, operated or leased by the Company during the
Company’s ownership, operation or lease, any (i) underground storage tanks,
(ii) landfill, (iii) surface impoundment,
(iv) asbestos-containing material or (v) equipment containing
polychlorinated biphenyls;


          (h)          The
Company with respect to the Business has no residual liability with respect to
abandoned or former properties, including any obligation to remove or demolish
on-site structures or close wastewater lagoons or ponds, and, to the Knowledge
of the Company, no Owned Property or Real Property Leases have any structures
or features, including abandoned buildings or wastewater lagoons or ponds
(other than those being used in compliance with Environmental Laws) requiring
removal, demolition, or closure; and


          (i)          The
Company has made available to Purchaser all material environmentally related
audits, studies, reports, analyses and results of investigations that have been
performed with respect to any currently or previously owned, leased or operated
properties of the Company or material documentation relating to pending or
threatened claims or investigations pursuant to Environmental Laws, to the
extent such materials are in the possession, custody or control of the Company.


          Section
4.19     Insurance. The Company has insurance
policies in full force and effect (a) for such amounts as are sufficient
for all requirements of Law and all agreements to which the Company is a party
or by which it is bound and (b) which are in such amounts, with such
deductibles and against such risks and losses, as are customary in the
biodiesel production 


–33–








industry for
the business, assets and properties of the Company. Set forth in Company
Disclosure Schedule 4.19 is a list of all insurance policies and all
fidelity bonds held by or applicable to the Company setting forth, in respect
of each such policy, the policy name, policy number, carrier, term, type and
amount of coverage, annual premium, and deductibles, whether the policies may
be terminated upon consummation of the transactions contemplated hereby and if
and to what extent events being notified to the insurer after the Closing Date
are generally excluded from the scope of the respective policy. No event
relating to the Company has occurred which could reasonably be expected to
result in a retroactive upward adjustment in premiums under any such insurance
policies or which could reasonably be expected to result in a prospective
upward adjustment in such premiums. Excluding insurance policies that have
expired and been replaced in the Ordinary Course of Business, no insurance
policy has been cancelled within the last two years and, to the Knowledge of
the Company, no threat has been made to cancel any insurance policy of the
Company during such period. All such insurance will remain in full force and
effect and all such insurance is assignable or transferable to Purchaser. No
event has occurred, including the failure by the Company to give any notice or
information, or the Company giving any inaccurate or erroneous notice or
information, which limits or impairs the rights of the Company under any such
insurance policies.


          Section
4.20     Inventories. The inventories of the
Company reflected on the Balance Sheet or acquired since the Balance Sheet Date
are in all material respects in good and marketable condition, and are saleable
in the Ordinary Course of Business. The inventories of the Company set forth in
the Balance Sheet were valued at the lower of cost or market and were properly
stated therein in accordance with GAAP consistently applied. Adequate reserves
have been reflected in the Balance Sheet for excess, damaged, or other
inventory not readily marketable in the Ordinary Course of Business, which
reserves were calculated in a manner consistent with past practice and in
accordance with GAAP consistently applied. 


          Section
4.21     Accounts and Notes Receivable and Payable. All accounts and notes receivable of the Company have arisen from bona fide
transactions in the Ordinary Course of Business and are payable on ordinary
trade terms. All accounts and notes receivable of the Company reflected on the
Balance Sheet are in all material respects good and collectible at the
aggregate recorded amounts thereof, net of any applicable reserve for returns
or doubtful accounts reflected thereon, which reserves are adequate and were
calculated in a manner consistent with past practice and in accordance with
GAAP. All accounts and notes receivable arising after the Balance Sheet Date
are in all material respects good and collectible at the aggregate recorded
amounts thereof, net of any applicable reserve for returns or doubtful
accounts, which reserves are adequate and were calculated in a manner
consistent with past practice and in accordance with GAAP. None of the accounts
or the notes receivable of the Company (i) are subject to any setoffs or
counterclaims in any material respect or (ii) represent obligations for
goods sold on consignment or on sale-or-return basis or subject to any other
repurchase or return arrangement.


          Section
4.22     Related Party Transactions. Except as
set forth on Company Disclosure Schedule 4.22, no Employee, officer,
unitholder or member of the Board of Directors of the Company, any member of
his or her immediate family or any of their respective Affiliates 


–34–








(“Related
Persons”) (i) owes any amount to the Company nor does the Company owe
any amount to, or has the Company committed to make any loan or extend or
guarantee credit to or for the benefit of, any Related Person, (ii) is
involved in any business arrangement or other relationship with the Company
(whether written or oral), (iii) owns any property or right, tangible or
intangible, that is used by the Company, (iv) to the Knowledge of the
Company, has any claim or cause of action against the Company or (v) to
the Knowledge of the Company, owns any direct or indirect interest of any kind
in, or controls or is a director, officer, employee or partner of, or
consultant to, or lender to or borrower from, or has the right to participate
in the profits of, any Person which is a competitor, supplier, customer,
landlord, tenant, creditor or debtor of the Company.


          Section
4.23     Product Warranty; Product Liability.


          (a)          The
products produced, sold or delivered by the Company in conducting the Business
have been in all material respects in conformity with all product
specifications and all applicable Laws. To the Company’s Knowledge, the Company
has no material Liability for damages in connection therewith or any other
customer or product obligations not reserved against on the Balance Sheet.


          (b)          The
Company has no material Liability arising out of any injury to individuals or
property as a result of the ownership, possession, or use of any product
produced, delivered or sold, or services rendered, by or on behalf of the
Company. The Company has not committed any act or failed to commit any act
which would result in, and there has been no occurrence which would give rise
to or form the basis of, any material product liability or material liability
for breach of warranty (whether covered by insurance or not) on the part of the
Company with respect to products produced or delivered, sold or installed or
services rendered by or on behalf of the Company.


          Section
4.24     Banks. Company Disclosure
Schedule 4.24 contains a complete and correct list of (a) the
names and locations of all banks in which the Company has accounts or safe
deposit boxes, (b) the account numbers of all such accounts and
(c) the names of all persons authorized to draw thereon or to have access
thereto. No person holds a power of attorney to act on behalf of the Company.


          Section
4.25     Full Disclosure. No representation or
warranty of the Company contained in this Agreement or any of the Company
Documents and no written statement made by or on behalf of the Company to
Purchaser pursuant to this Agreement or any of the Company Documents contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements contained herein or therein not misleading.
There is no fact or circumstance that the Company has not disclosed to
Purchaser in writing which could reasonably be expected to lead Purchaser to
conclude that a Material Adverse Effect with respect to the Company had
occurred or was imminent.


          Section
4.26     Financial Advisors. No Person has
acted, directly or indirectly, as a broker, finder or financial advisor for the
Company in connection with the transactions contemplated by this Agreement and
no Person is or will be entitled to any fee or commission or 


–35–








like payment
in respect thereof. Any fees and expenses payable to Persons listed on Company
Disclosure Schedule 4.26 shall be paid by the Company.


          Section
4.27     Certain Payments. Neither the Company
nor, to the Knowledge of the Company, any director, officer, employee, or other
Person associated with or acting on behalf of the Company, has directly or
indirectly (a) made any contribution, gift, bribe, rebate, payoff,
influence payment, kickback, or other payment to any Person, private or public,
regardless of form, whether in money, property, or services (i) to obtain
favorable treatment in securing business for the Company, (ii) to pay for
favorable treatment for business secured by the Company, (iii) to obtain
special concessions or for special concessions already obtained, for or in
respect of the Company, or (iv) in violation of any Law, or
(b) established or maintained any fund or asset with respect to the
Company that has not be recorded in the books and records of the Company.


          Section
4.28     Information Supplied. None of the
information related to the Company supplied (or to be supplied) in writing by
or on behalf of the Company specifically for inclusion in the Proxy Statement
to be filed with the SEC by Purchaser in connection with this Transaction will,
at the time the Proxy Statement is filed with the SEC or at the time it becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the
circumstances under which they are made, not misleading.


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER


          Purchaser
hereby represents and warrants to the Company that, except as set forth in the
disclosure schedule (with specific reference to the Section or subsection of
this Agreement to which the information stated in such disclosure schedule
relates) delivered by Purchaser to the Company simultaneously with the
execution of this Agreement (the “Purchaser Disclosure Schedule”):


          Section
5.1     Organization and Good Standing.
Purchaser is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Iowa and has all requisite
limited liability company power and authority to own, lease and operate its
properties and to carry on its business as now conducted and as currently
proposed to be conducted. Purchaser is duly qualified or authorized to do
business and is in good standing under the laws of each jurisdiction in which
it owns or leases real property and each other jurisdiction in which the
conduct of its business or the ownership of its properties requires such
qualification or authorization, except where the failure to be so qualified or
authorized could not have, or reasonably be expected to have, a Material
Adverse Effect with respect to Purchaser. Purchaser has delivered to the
Company true, complete and correct copies of its Organizational Documents as in
effect on the date hereof. 


–36–








          Section
5.2     Authorization of Agreement. Purchaser
has limited liability company power and authority to execute and deliver this
Agreement and each other agreement, document, instrument or certificate
contemplated by this Agreement or to be executed by Purchaser in connection
with the consummation of the transactions contemplated hereby and thereby
(the ”Purchaser Documents”), and to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution, delivery and performance by Purchaser of this
Agreement and each Purchaser Document and the consummation of the transactions
contemplated hereby and thereby have been duly authorized and approved by the
Board of Directors of Purchaser, and, except for the Purchaser Unitholder
Approval, no other limited liability company action on behalf of Purchaser is
necessary to authorize the execution, delivery and performance of this Agreement
and the transactions contemplated hereby. This Agreement has been, and each
Purchaser Document will be at or prior to the Closing, duly executed and
delivered by Purchaser, and (assuming obtaining the Purchaser Unitholder
Approval and the due authorization, execution and delivery by the other parties
hereto and thereto) this Agreement constitutes, and each Purchaser Document
when so executed and delivered will constitute, the legal, valid and binding
obligations of Purchaser enforceable against it in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors’ rights and remedies generally, and subject,
as to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).


          Section
5.3     Conflicts; Consents of Third Parties.


          (a)          Except
for the Purchaser Unitholder Approval, and assuming the filings referred to in
Sections 5.3(b) are made, none of the execution and delivery by Purchaser
of this Agreement and of the Purchaser Documents, the consummation of the
transactions contemplated hereby or thereby, or the compliance by Purchaser
with any of the provisions hereof or thereof will conflict with, or result in
violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or the loss of a material benefit under, or give rise to any
obligation of Purchaser to make any payment under, or to the increased,
additional, accelerated or guaranteed rights or entitlements of any Person
under, or result in creation of any Liens upon any of the properties or assets
of Purchaser under any provision of (i) the Organizational Documents of
Purchaser; (ii) any Contract or Permit to which Purchaser is a party or by
which any of the properties or assets of Purchaser are bound; (iii) any
Order of any Governmental Authority applicable to Purchaser or by which any of
the properties or assets of Purchaser are bound; or (iv) any applicable
Law.


          (b)          No
consent, waiver, approval, Order, Permit or authorization of, or declaration or
filing with, or notification to, any Person or Governmental Authority is
required on the part of Purchaser in connection with (i) the execution and
delivery of this Agreement or the Purchaser Documents, (ii) the compliance by
Purchaser with any of the provisions hereof or thereof, (iii) the consummation
of the transactions contemplated hereby and thereby or (iv) the taking by
Purchaser of any other action contemplated hereby or thereby, or (v) the
continuing validity and effectiveness immediately following the Closing of any
Contract or Permit of Purchaser, except 


–37–








for
(a) the filing with the SEC of the Proxy Statement, (b) the approval of
the Bankruptcy Court, (c) Purchaser Unitholder Approval and (d) such other
consents, waivers, approvals, Orders, Permits, authorizations, declarations,
filings or notifications that, if not obtained, made or given, would not,
individually or in the aggregate, have a Material Adverse Effect with respect
to Purchaser.


          Section
5.4     Full Disclosure. No representation or
warranty of Purchaser contained in this Agreement or any of the Purchaser
Documents and no written statement made by or on behalf of Purchaser to the
Company pursuant to this Agreement or any of the Purchaser Documents contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements contained herein or therein not misleading.
There is no fact or circumstance which Purchaser has not disclosed to the
Company in writing which could reasonably be expected to lead the Company to
conclude that a Material Adverse Effect with respect to Purchaser had occurred
or was imminent.


ARTICLE VI

COVENANTS AND OTHER AGREEMENTS


          Section
6.1     Access to Information. The Company
shall afford to Purchaser and its accountants, counsel, financial advisors,
environmental consultants and other representatives, and to prospective
lenders, placement agents and other financing sources and each of their
respective representatives, reasonable access, during normal business hours
upon reasonable notice throughout the period prior to the Closing, to their
properties and facilities (including all real property and the buildings,
structures, fixtures, appurtenances and improvements erected, attached or located
thereon), Books and Records, financial information (including working papers
and data in the possession of the Company or its independent public
accountants, internal audit reports, and “management letters” from such
accountants with respect to the Company’s systems of internal control),
Contracts, commitments and records and, during such period, shall furnish
promptly such information concerning its businesses, properties and personnel
of the Company as Purchaser shall reasonably request in connection with the
transactions contemplated herein, including preparation of the Proxy Statement.
Prior to the Closing, each party hereto shall generally keep the other parties
informed as to all material matters involving the operations and businesses of
each other. The Company shall authorize and direct the appropriate directors,
managers, officers and employees of the Company to discuss matters involving
the operations and business of the Company with representatives of Purchaser.
Purchaser shall authorize and direct the appropriate directors, managers,
officers and employees of Purchaser to discuss matters involving the operations
and business of Purchaser with representatives of the Company. All nonpublic
information provided to, or obtained by, any party hereto in connection with
the transactions contemplated hereby shall be “Confidential Information” for
purposes of the Confidentiality Agreement dated February 18, 2009, which
Confidentiality Agreement shall survive the Closing pursuant to the terms
thereof; provided that Purchaser and the Company may disclose such information
as may be necessary in connection with seeking necessary consents and approvals
as contemplated hereby and in connection with the Transaction. Notwithstanding
the foregoing, Purchaser shall not be required to disclose any information if
such disclosure 


–38–








would
contravene any applicable Law or any Contract which may restrict Purchaser’s
disclosure; and Company shall not be required to disclose any information if
such disclosure would contravene any applicable Law.


          Section
6.2     Conduct of the Business Pending the Closing.


          (a)          Except
as otherwise expressly provided by this Agreement or with the prior written
consent of Purchaser, between the date hereof and the Closing, the Company
shall:


          (i)          conduct
the Business only in the Ordinary Course of Business;


          (ii)          use
its commercially reasonable efforts to (A) preserve the present business
operations, organization (including officers and Employees) and goodwill of the
Company and (B) preserve the present relationships with Persons having
business dealings with the Company (including customers and suppliers);


          (iii)         maintain
(A) all of the assets and properties of, or used by, the Company
consistent with past practice, and (B) insurance upon all of the assets
and properties of the Company in such amounts and of such kinds comparable to
that in effect on the date of this Agreement;


          (iv)          (A) maintain
the books, accounts and records of the Company in the Ordinary Course of
Business, (B) continue to collect accounts receivable and pay accounts
payable and other Liabilities set forth on the Balance Sheet in the Ordinary
Course of Business utilizing normal procedures and without discounting or
accelerating payment of such accounts or Liabilities utilizing all available
cash and any available line of credit, and (C) comply with all contractual
and other obligations of the Company;


          (v)          comply
in all material respects with all applicable Laws;


          (vi)         take
steps to renew all Permits in a timely manner prior to their lapse; and


          (vii)        pay
all maintenance and similar fees and take all other appropriate actions as
necessary to prevent the abandonment, loss or impairment of all Intellectual
Property of the Company.


          (b)          Without
limiting the generality of the foregoing, except as otherwise expressly
provided by this Agreement or with the prior written consent of Purchaser, the
Company shall not:


          (i)          (A) increase
the salary or other compensation of any director or Employee of the Company,
(B) grant any bonus, benefit or other direct or indirect compensation to
any Employee or director, (C) increase the coverage or benefits available
under any (or create any new) severance pay, termination pay, vacation pay,
company awards, salary continuation for disability, sick leave, deferred
compensation, bonus or other incentive compensation, insurance, pension or
other employee benefit plan or arrangement made to, for, or with any of the
directors, 


–39–








officers,
Employees, agents or representatives of the Company or otherwise modify or
amend or terminate any such plan or arrangement (D) enter into any
employment, deferred compensation, stay bonus, severance, special pay,
consulting, non-competition or similar agreement or arrangement with any
directors or officers of the Company (or amend any such agreement) to which the
Company is a party; or (E) pay or make any dividend or distribution of cash or
other property with respect to the units or other equity interests of the
Company;


          (ii)         except
for the DIP Loans, (A) create, incur, assume, guarantee, endorse or
otherwise become liable or responsible with respect to (whether directly,
contingently or otherwise) any Indebtedness except the Indebtedness reflected
in the Balance Sheet; or (B) pay, prepay, accelerate, discharge, purchase,
repurchase or satisfy any Indebtedness issued or guaranteed by the Company;
(C) materially modify the terms of any Indebtedness or other Liability; or
(D) make any loans, advances of capital contributions to, or investments
in, any other Person;


          (iii)        subject
to any Lien or otherwise encumber or permit, allow or suffer to be subjected to
any Lien or otherwise encumbered, any of the Purchased Assets;


          (iv)        acquire
any material properties or assets or sell, assign, license, transfer, convey,
lease or otherwise dispose of any of the Purchased Assets of the Company;


          (v)         enter
into or agree to enter into any merger or consolidation with any Person, and
engage in any new business or invest in, make a loan, advance or capital
contribution to, or otherwise acquire the securities of any Person;


          (vi)        cancel
or compromise any debt or claim, or waive or release any material right of the
Company, other than those contemplated in the Company’s plan of reorganization;


          (vii)       enter
into, modify or terminate any labor or collective bargaining agreement or,
through negotiation or otherwise, make any commitment or incur any Liability to
any labor organization with respect to any Employee;


          (viii)      introduce
any material change with respect to the operation of the Business, including
any material change in the types, nature, composition or quality of products or
services, or, make any change in product specifications or prices or terms of
distributions of such products;


          (ix)        enter
into any transaction or enter into, modify or renew any Contract;


          (x)         enter
into any Contract, understanding or commitment that restrains, restricts,
limits or impedes the ability of the Business, or the ability of Purchaser, to
compete with or conduct any business or line of business in any geographic area
or solicit the employment of any persons;


–40–








          (xi)         terminate,
amend, restate, supplement or waive any rights under any (A) Material
Contract, Real Property Lease, Personal Property Lease or Intellectual Property
License or (B) Permit;


          (xii)        settle
or compromise any pending or threatened Legal Proceeding or any claim or claims
for, or that would result in a loss of revenue of, an amount that could,
individually or in the aggregate, reasonably be expected to be greater than
$50,000, other than those contemplated in the Company’s plan of reorganization;


          (xiii)       change
or modify its credit, collection or payment policies, procedures or practices,
including acceleration of collections or receivables (whether or not past due)
or fail to pay or delay payment of payables or other liabilities;


          (xiv)        take
any action which would adversely affect the ability of the parties to
consummate the transactions contemplated by this Agreement;


          (xv)         amend
the operating agreement of the Company; 


          (xvi)        agree
to materially increase Liabilities from the amounts set forth on the Balance
Sheet under loan or credit agreements or arrangements up to the maximum amounts
and other terms as in effect on the date of this Agreement; or


          (xvii)       agree
to do anything (A) prohibited by this Section 6.2, (B) that
would make any of the representations and warranties of the Company in this
Agreement or any of the Company Documents untrue or incorrect in any material
respect or could result in any of the conditions to the Closing not being
satisfied or (C) that could be reasonably expected to have a Material
Adverse Effect with respect to the Company.


          Section
6.3     Consents. Purchaser and the Company
shall each use its commercially reasonable efforts to obtain at the earliest
practicable date all consents, waivers, approvals and notices that are required
to consummate, or in connection with, the transactions contemplated by this
Agreement, including the consents, waivers, approvals and notices referred to
in Section 4.3(b) and Section 5.3(b) hereof. All such consents, waivers,
approvals and notices shall be in writing and in form and substance reasonably
satisfactory to each party hereto, and executed counterparts of such consents,
waivers and approvals shall be delivered to each party hereto promptly after
receipt thereof, and copies of such notices shall be delivered to each party
hereto promptly after the making thereof.


          Section
6.4     Bankruptcy Plan. 


          (a)          Company
shall use its best efforts to obtain the approval of this Agreement, the
Transaction and any other transactions contemplated herein by the Bankruptcy
Court as part of a plan of reorganization for the Company under Chapter 11 of
the Bankruptcy Code. 


          (b)          Company
shall provide to Purchaser a copy of the plan of reorganization and a draft
order approving same to be submitted to the Bankruptcy Court at least five (5)
days prior 


–41–








to submission
to the Bankruptcy Court, and Purchaser shall have the right to make such
comments and recommendations to the plan of reorganization as it determines
appropriate in its sole discretion in furtherance of the purposes and intent of
this Agreement and the Transaction. Company shall deliver Purchaser a revised
plan of reorganization no more than five (5) days prior to submission to the
Bankruptcy Court.


          (c)          In
the event that: (i) the Company does not comply with the requirements of
Section 6.4(b) hereof; (ii) the Company does not incorporate Purchaser’s
suggested revisions into the plan of reorganization and/or draft order
approving same, and Purchaser has reasonably determined that, due to such
refusal or failure to incorporate its revisions, the plan of reorganization
imposes terms, rights or obligations on Purchaser that are materially different
from those set forth in this Agreement; or (iii) the plan of reorganization has
been amended after submission and Purchaser has reasonably determined that the
amended plan of reorganization imposes terms, rights or obligations on
Purchaser that are materially changed from the original plan of reorganization
submitted to Purchaser, Purchaser shall have five (5) days from such failure of
delivery, the delivery of the revised plan of reorganization or the delivery of
the inadequate amended plan of reorganization (as applicable) to exercise its
right to terminate this Agreement under Section 9.1(k). 


          Section
6.5     Further Assurances. Subject to, and not
in limitation of, Section 6.4, Company and Purchaser shall use
commercially reasonable efforts to take, or cause to be taken, all actions
necessary or appropriate to fulfill its obligations under this Agreement,
including, without limitation, execution and delivery of the bill of sale and
other documents and instruments of transfer, deeds, consents, waivers and
approvals, assignment agreements and power of attorney to which the Company
and/or Purchaser is a party.


          Section
6.6     No Solicitation by the Company; Etc.


          (a)          The
Company shall, and shall cause its directors, officers, employees, investment
bankers, financial advisors, attorneys, accountants, agents and other
representatives (collectively, “Representatives”) to, immediately cease
and cause to be terminated any discussions or negotiations with any Person conducted
heretofore with respect to a Takeover Proposal, and shall use commercially
reasonable efforts to obtain the return from all such Persons or cause the
destruction of all copies of confidential information previously provided to
such parties by the Company or its Representatives. The Company shall not, and
shall cause its Representatives not to, directly or indirectly
(i) solicit, initiate, cause, facilitate or encourage (including by way of
furnishing information) any inquiries or proposals that constitute, or may
reasonably be expected to lead to, any Takeover Proposal, (ii) participate
in any discussions or negotiations with any third party regarding any Takeover
Proposal or (iii) enter into any agreement related to any Takeover
Proposal. It is understood that any violation of the foregoing restrictions by
the Company’s Representatives shall be deemed to be a breach of this
Section 6.6 by the Company. 


          (b)          In
addition to the other obligations of the Company set forth in this Section 6.6,
the Company shall promptly advise Purchaser orally, and within 48 hours advise
Purchaser in writing after receipt, if any proposal, offer, inquiry or other
contact is received by, any 


–42–








information is
requested from, or any discussions or negotiations are sought to be initiated
or continued with, the Company in respect of any Takeover Proposal, and shall,
in any such notice to Purchaser, indicate the identity of the Person making
such proposal, offer, inquiry or other contact and the terms and conditions of
any proposals or offers or the nature of any inquiries or contacts (and shall
include with such notice copies of any written materials received from or on
behalf of such Person relating to such proposal, offer, inquiry or request),
and thereafter shall promptly keep Purchaser fully informed of all material
developments affecting the status and terms of any such proposals, offers,
inquiries or requests (and the Company shall provide Purchaser with copies of
any additional written materials received that relate to such proposals,
offers, inquiries or requests) and of the status of any such discussions or
negotiations.


          (c)          Neither
the Board of Directors of the Company nor any committee thereof shall
(i)(A) withdraw or modify, or propose publicly to withdraw or modify, in a
manner adverse to Purchaser, the approval or declaration of advisability by the
Board of Directors of this Agreement and the transactions contemplated hereby
(the approval of the Agreement and Transaction, defined as the “Company
Recommendation”) or (B) approve or recommend, or propose publicly to
approve or recommend, any Takeover Proposal (any action described in this
clause (i) being referred to as a “Company Adverse Recommendation Change”)
or (ii) approve or recommend, or propose publicly to approve or recommend,
or cause or authorize the Company to enter into, any letter of intent,
agreement in principle, memorandum of understanding, merger, acquisition,
purchase or joint venture agreement or other agreement related to any Takeover
Proposal.


          (d)          For
purposes of this Agreement: “Takeover Proposal” means any inquiry,
proposal or offer from any Person or “group” (as defined in Section 13(d)
of the Exchange Act), other than Purchaser and its Subsidiaries, relating to
any (i) direct or indirect acquisition (whether in a single transaction or
a series of related transactions) of assets of the Company equal to 15% or more
of the Company’s assets or to which fifteen percent (15%) or more of the Company’s
revenues or earnings are attributable, (ii) direct or indirect acquisition
(whether in a single transaction or a series of related transactions) of
fifteen percent (15%) or more of any class of equity securities of the Company,
(iii) tender offer or exchange offer that if consummated would result in
any Person or “group” (as defined in Section 13(d) of the Exchange Act)
beneficially owning fifteen percent (15%) or more of any class of equity
securities of the Company or (iv) merger, consolidation, share exchange,
business combination, recapitalization, liquidation, dissolution or similar
transaction involving the Company; in each case, other than the transactions
contemplated by this Agreement.


          Section
6.7     Non-Competition; Non-Solicitation;
Confidentiality.


          (a)          Directors
of Freedom Fuels who, as a result of the Transaction, become directors of Soy
Energy shall not, while serving as a director or officer of Soy
Energy, directly or indirectly, manage, operate or control, or participate in
the management, operation or control of, any business, whether in corporate,
proprietorship or partnership form or otherwise, engaged in the Business or
that otherwise competes with the Business (a “Restricted Business”),
except solely through the ownership of equity comprising less than twenty
percent (20%) of the 


–43–








outstanding
interests of such Restricted Business. The parties hereto specifically
acknowledge and agree that the remedy at law for any breach of the foregoing
will be inadequate and that Purchaser, in addition to any other relief
available to it, shall be entitled to temporary and permanent injunctive relief
without the necessity of proving actual damage or posting any bond whatsoever.


          (b)          For
a period from the Closing Date to the fifth (5th) anniversary of the Closing
Date, neither the Company nor any of its Subsidiaries shall: (i) cause,
solicit, induce or encourage any Employees of the Company to leave such
employment or hire, employ or otherwise engage any such individual; or
(ii) cause, induce or encourage any material actual or prospective client,
customer, supplier or licensor of the Business (including any existing or
former customer of the Company and any Person that becomes a client or customer
of the Business after the Closing) or any other Person who has a material
business relationship with the Business, to terminate or modify any such actual
or prospective relationship.


          (c)          The
covenants and undertakings contained in this Section 6.7 relate to matters
which are of a special, unique and extraordinary character and a violation of
any of the terms of this Section 6.7 will cause irreparable injury to
Purchaser, the amount of which will be impossible to estimate or determine and which
cannot be adequately compensated. Accordingly, the remedy at law for any breach
of this Section 6.7 will be inadequate. Therefore, Purchaser will be
entitled to an injunction, restraining order or other equitable relief from any
court of competent jurisdiction in the event of any breach of this
Section 6.7. The rights and remedies provided by this Section 6.7 are
cumulative and in addition to any other rights and remedies which Purchaser may
have hereunder or at law or in equity. 


          (d)          The
parties hereto agree that, if any court of competent jurisdiction in a final
nonappealable judgment determines that a specified time period, a specified
geographical area, a specified business limitation or any other relevant feature
of this Section 6.7 is unreasonable, arbitrary or against public policy,
then a lesser time period, geographical area, business limitation or other
relevant feature which is determined by such court to be reasonable, not
arbitrary and not against public policy may be enforced against the applicable
party.


          Section
6.8     Preservation of Records. Purchaser
agrees that it shall preserve and keep the records held by it or its Affiliates
relating to the Business for a period equal to the same period as it determines
to be prudent for its own records of a similar type, but in no event less than
the applicable statutes of limitation for federal and state income tax purposes
with respect to tax records used or useful for tax and accounting purposes, and
shall make such records and personnel available to the Company or its members
as may be reasonably required by the Company or its members in connection with,
among other things, preparation and filing of tax returns and related matters,
any insurance claims by, legal proceedings against or governmental
investigations of the Company or any of its Affiliates or members or in order
to enable the Company to comply with its obligations under this Agreement and
each other agreement, document or instrument contemplated hereby or thereby. In
the event Purchaser wishes to destroy (or permit to be destroyed) such records
after that time, Purchaser shall first give ninety (90) days prior written
notice to the Company and the Company shall have the right at its option


–44–










and expense, upon prior written notice given to Purchaser within that
ninety-day period, to take possession of the records within one hundred eighty
(180) days after the date of such notice.


          Section
6.9     Publicity. Neither the Company nor
Purchaser shall issue any press release or public announcement concerning this
Agreement or the transactions contemplated hereby without obtaining the prior
written approval of the other parties hereto, which approval will not be
unreasonably withheld or delayed, unless, in the sole judgment of Purchaser or
the Company, as applicable, disclosure is otherwise required by applicable Law
or by the applicable rules of any stock exchange on which Purchaser or the
Company lists securities; provided that, to the extent required by applicable
Law, the party intending to make such release shall use its commercially
reasonable efforts consistent with such applicable Law to consult with the
other party with respect to the timing and content thereof.


          Section
6.10     Environmental Matters; Other Repairs


          (a)     The
Company shall permit, at Purchaser’s expense, Purchaser and Purchaser’s
environmental consultant to conduct such investigations (including
investigations known as “Phase I” environmental Site Assessments and
“Phase II” environmental Site Assessments) of the environmental conditions
of any real property owned, operated or leased by or for the Company and the
operations thereat (subject to any limitations contained in valid, previously
executed leases) as Purchaser, in its reasonable discretion, shall deem
necessary or prudent (“Purchaser’s Environmental Assessment”). 


          (b)     The
Company shall promptly file or cooperate with Purchaser in filing all materials
required by Environmental Laws as a result of or in furtherance of the
transactions contemplated hereunder, including, but not limited to any
notifications or approvals required under environmental property transfer laws,
and all requests required or necessary for the transfer or re-issuance of
Environmental Permits required to conduct the Business after the Closing Date.
Purchaser shall cooperate in all reasonable respects with the Company with
respect to such filings and Environmental permit activities.


          (c)     The
Company shall take all steps necessary to repair the HCL acid tank in
compliance with plant specifications and applicable environmental laws prior to
the Closing, including but not limited to, removal of contaminated concrete,
conducting soil probes and testing to ensure removal of contaminated soil, all
repairs to prevent future leakage and adequate testing to ensure compliance
with plant specifications and applicable environmental laws. 


          (d)     The
Company shall take all steps necessary to replace the HCL dike in compliance
with plant specifications and applicable environmental laws prior to the
Closing, including but not limited to adequate construction to prevent future
damage and adequate testing to ensure compliance with plant specifications and
applicable environmental laws. 


          (e)     The
Company take all steps necessary to repair or replace the fire pump such that
it complies with National Fire Protection Association (NFPA) 20 Safety Code. 



–45–








          (f)     The
Parties agree that the disclosures set forth in the Company Disclosure
Schedules shall not affect any obligations or rights of the Parties pursuant to
this Section 6.10.


          Section
6.11     Monthly Financial Statements. As soon as reasonably
practicable, but in no event later than thirty (30) days after the end of each
calendar month during the period from the date hereof to the Closing, the
Company shall provide Purchaser with (a) unaudited monthly financial
statements, including the balance sheet and related statement of income and
cash flows, of the Company (such statements to be prepared by the Company in
accordance with GAAP consistent with past practice in each case without
footnotes) and (b) operating or management reports (such reports to be in the
form prepared by the Company in the Ordinary Course of Business) for such
preceding month (such financial statements, the “Company Monthly Financial
Statements”). At or as close to reasonably practicable prior to Closing,
Company shall provide Purchaser with the Final Closing Balance Sheet. 


          Section
6.12     Notification of Certain Matters. The Company shall give
notice to Purchaser, and Purchaser shall give notice to the Company, as
promptly as reasonably practicable upon becoming aware of (a) any fact,
change, condition, circumstance, event, occurrence or non-occurrence that has
caused or is reasonably likely to cause any representation or warranty in this
Agreement made by it to be untrue or inaccurate in any respect at any time
after the date hereof and prior to the Closing, (b) any material failure
on its part to comply with or satisfy any covenant, condition or agreement to
be complied with or satisfied by it hereunder or (c) the institution of or
the threat of institution of any Legal Proceeding against the Company or
Purchaser related to this Agreement or the transactions contemplated hereby;
provided, that the delivery of any notice pursuant to this Section 6.12
shall not limit or otherwise affect the remedies available hereunder to the
party receiving such notice, or the representations or warranties of, or the
conditions to the obligations of, the parties hereto.


          Section
6.13     Preparation of the Proxy Statement;
Unitholder Meeting.


          (a)     As
soon as practicable following the date of this Agreement, Purchaser shall
prepare and file the Proxy Statement with the SEC. Purchaser shall, as soon as
practicable following the date of this Agreement, and subject to compliance
with SEC requirements and compliance with the requirements of Purchaser’s
operating agreement and applicable Law, establish a record date for, duly call,
give notice of, convene and hold a special meeting of its unitholders (the “Purchaser
Unitholder Meeting”) for the purpose of obtaining the Purchaser Unitholder
Approval. 


          (b)     If
at any time prior to the Purchaser Unitholder Meeting, any information relating
to the Company or Purchaser, or any of their respective Affiliates, directors or
officers, should be discovered by the Company or Purchaser which should be set
forth in an amendment or supplement to the Proxy Statement, so that it would
not include any misstatement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, the party which discovers such
information shall promptly notify the other parties hereto and an appropriate
amendment or 


–46–








supplement describing such information shall be promptly filed with the
SEC and, to the extent required by Law, disseminated to the unitholders of
Purchaser. 


          Section
6.14     Transfer of Certificates of Title. At Closing, the Company
shall deliver to Purchaser certificates of title to the assets listed on Company
Disclosure Schedule 6.14 to be transferred to Purchaser.


          Section
6.15     Updating of Schedules. From time to time prior
to the Closing Date, Purchaser and the Company shall promptly amend or
supplement the Disclosure Schedules to reflect any events or circumstances that
occur or arise between the date hereof and the Closing Date and that, if
existing or occurring on the date of this Agreement, would have been required
to be disclosed on such Schedule in order to make the representations and
warranties of the respective party true and correct; provided, however, that no
such amendment or supplement made by a party shall have any effect for the
purpose of determining the satisfaction of the conditions to the obligations of
the other party hereunder or excuse the breach of a covenant by a party
hereunder.


          Section
6.16     Corn Oil Pretreatment Facility and
Financing. 


          (a)     Prior
to closing, a binding commitment from a design-builder will be obtained to
install equipment and implement processes necessary to process and refine
alternative feedstocks, including crude corn oil, to such level as the refined
feedstocks will comply with Crown Equipment feedstock input specifications (the
“Corn Oil Pretreatment Facility”). The equipment to be installed will
allow bleaching, fractionation, free fatty acid stripping, and/or
esterification so that Purchaser’s biodiesel plant can utilize corn oil, animal
fats and other high free fatty acid feedstocks. It is required that the equipment
and technology processes be backed by a 100% performance guarantee. Selection
of the design builder and the terms of the commitment shall be subject to the
approval of Purchaser, in its absolute discretion. As part of the requirements
of this Section, Purchaser will use its commercially reasonable efforts to
obtain an agreement procuring no less than 7,500,000 gallons of corn oil
suitable for processing using the completed corn oil equipment. Any such
agreement shall be subject to the review and approval of Purchaser in its sole
discretion.


          (b)     Prior
to Closing, Purchaser will use its commercially reasonable efforts to obtain
(i) a $10 million USDA loan guarantee for Purchaser (loan guarantee anticipated
to be a 70% guarantee)(the “Loan Guarantee”) and (ii) a loan to complete
the Corn Oil Pretreatment Facility (“Loan”). The Loan Guarantee and Loan
shall be for the amount necessary to complete the Corn Oil Pretreatment
Facility, which is currently estimated to cost $7,000,000. All terms and
conditions of the Loan Guarantee and the Loan shall be subject to Purchaser’s
approval in its sole discretion. 


          (c)     Prior
to Closing, Purchaser will use its commercially reasonable efforts to obtain a
$4 million small business loan for Purchaser (the “Small Business Loan”).
All terms and conditions of the Small Business Loan shall be subject to
Purchaser’s approval in its sole discretion.


–47–








          (d)     In
the event Praj Schneider is approved as the design-builder, the binding commitment
may include the payment by Purchaser in advance of the Closing Date of an
undetermined amount of the engineering and design costs of the above-described
equipment, processes and associated systems. Purchaser shall own all rights to
the engineering, plans, drawings and other intellectual property prepared by
the design builder on behalf of Purchaser for the project. In the event the
Transaction is not closed, the Company shall have no rights to the engineering,
plans, drawings and other intellectual property prepared by the design builder
for the project.


          (e)     The
Company shall use its commercially reasonable efforts to assist Purchaser in
obtaining the Corn Oil Pretreatment Facility and related financings.


ARTICLE VII

EMPLOYEES


          Section
7.1     Employment. Prior to the Closing,
Purchaser may, at its discretion, offer employment on an “at will” basis to the
Employees of the Company. The Employees who accept Purchaser’s “at will”
employment offer by the Closing Date are hereinafter referred to as the “Transferred
Employees.” Subject to applicable Laws, after the Closing Date, Purchaser
shall have the right to determine and change all terms and conditions of
employment, including employee benefits and compensation, and to dismiss any or
all Transferred Employees at any time, with or without cause.


          Section
7.2     Standard Procedure. Pursuant to
Section 4 of Revenue Procedure 2004-53 I.R.B. 2004-34,
(a) Purchaser and the Company shall report on a predecessor/successor
basis as set forth therein, (b) the Company will not be relieved from
filing a Form W-2 with respect to any Transferred Employees, and
(c) Purchaser will undertake to file (or cause to be filed) a Form W-2 for
each such Transferred Employee only with respect to the portion of the year
during which such Employees are employed by Purchaser that includes the Closing
Date, excluding the portion of such year that such Employee was employed by the
Company.


ARTICLE VIII

CONDITIONS TO CLOSING


          Section
8.1     Conditions Precedent to Obligations of
Purchaser. The obligations of
Purchaser to consummate the transactions contemplated by this Agreement are
subject to the fulfillment, on or prior to the Closing Date, of each of the
following conditions (any or all of which may be waived by Purchaser in whole
or in part to the extent permitted by applicable Law):


          (a)     the
representations and warranties of the Company set forth in this Agreement
qualified as to materiality shall be true and correct, and those not so
qualified shall be true and 


–48–








correct in all material respects, as of the date of this Agreement and
as of the Closing as though made at and as of the Closing, except to the extent
such representations and warranties expressly relate to an earlier date (in
which case such representations and warranties qualified as to materiality
shall be true and correct, and those not so qualified shall be true and correct
in all material respects, on and as of such earlier date); provided, however,
in the event of any breach of a representation or warranty of the Company set
forth in this Agreement, the condition set forth in this Section 8.1(a)
shall be deemed satisfied unless the effect of all such breaches of
representations and warranties taken together could reasonably be expected to
have a Material Adverse Effect on the Company;


          (b)     the
Company shall have performed and complied in all material respects with all
obligations and agreements required in this Agreement to be performed or
complied with by it on or prior to the Closing Date;


          (c)     there
shall not have been or occurred any event, change, occurrence or circumstance
that, individually or in the aggregate, with any other events, changes, occurrences
or circumstances, has had or which could reasonably be expected to have a
Material Adverse Effect on the Company;


          (d)     Purchaser
shall have received a certificate signed by the chairman and chief operating
officer of the Company, in form and substance reasonably satisfactory to
Purchaser, dated the Closing Date, to the effect that each of the conditions
specified above in Sections 8.1(a)-(c) have been satisfied in all respects;


          (e)     with
respect to each Owned Property, Purchaser shall have received a binding
commitment from a title company of Purchaser’s choice, the costs of such
commitment which will be borne by the Company, in an amount not to exceed
$1,000.00, to issue a policy of title insurance on such Owned Property, which shall
show title thereto to be in the condition represented by the Company herein
(all Liens, including all Liens set forth on Company Disclosure
Schedule 4.10(a)(i)(A), being satisfied by the Company at or prior to
Closing, and satisfactory evidence thereof provided to Purchaser and its title
company on or before Closing), and shall show no rights of occupancy or use by
third parties other than tenants under Real Property Leases, no encroachments,
and no gaps in the chain of title, the cost of the cure of which shall be borne
by the Company (for the avoidance of doubt, the costs of any premium for title
insurance shall be borne by Purchaser);


          (f)     Purchaser
shall have received, from Purchaser’s surveyor, an ALTA/ACSM Class A Land Title
Survey with respect to each Owned Property, which reflects the location of all
improvements and easements and that all improvements are located within the
boundaries of the Owned Property and that no encroachments exist, the cost of
which surveys shall be borne equally by the Company and Purchaser;


          (g)     the
Company shall have delivered to Purchaser’s title company any certifications,
gap and lien indemnities and title and survey affidavits, commonly delivered in
transactions involving the sale of real property in which title insurance is
purchased, as may be requested by the title company in connection with the
issuance of title insurance for Purchaser or its lenders, 


–49–








together with copies of formation documents, incumbency certificates,
certificates of good standing and consents or resolutions as are reasonably
requested by said title company;


          (h)     there
shall not be in effect any Order by a Governmental Authority of competent
jurisdiction restraining, enjoining or otherwise prohibiting the consummation
of the transactions contemplated hereby;


          (i)     the
Company shall have obtained any consent, approval, order or authorization of,
or registration, declaration or filing with, any Governmental Authority set forth
on Company Disclosure Schedule 4.3(b) required to be obtained or
made in connection with the execution and delivery of this Agreement or the
performance of the transactions contemplated hereby and Purchaser and the
Company shall have obtained those consents, waivers and approvals referred to
in Section 4.3(b) hereof in a form satisfactory to Purchaser;


          (j)     the
Company shall have provided Purchaser with an affidavit of non-foreign status
of the Company that complies with Section 1445 of the Code (a “FIRPTA Affidavit”);


          (k)     the
Company shall have delivered, or caused to be delivered, to Purchaser a duly
executed bill of sale in the form of Exhibit C hereto and other
documents and instruments of transfer reasonably requested by Purchaser or
Purchaser’s title company;


          (l)     the
Company shall have delivered, or cause to be delivered, to Purchaser duly
executed general warranty deeds in forms appropriate for each state in which
Owned Real Property is located and, if requested by Purchaser, separate
assignments for the Real Property Leases;


          (m)     the
Company shall have obtained the issuance, reissuance or transfer of all Permits
(including Environmental Permits) to Purchaser necessary to conduct the operations
of Business as of the Closing Date, and the Company shall have satisfied all
property transfer requirements arising under Law, including Environmental Laws;


          (n)     the
Company shall have obtained the appropriate consents required under incentives
from Governmental Authorities related to the Facility and Purchaser shall have
obtained the appropriate consents under incentives from Governmental
Authorities related to its business;    


          (o)     the
Company shall have delivered, or caused to be delivered, to Purchaser duly
executed assignments of the registrations and applications included in the
Intellectual Property, in a form reasonably acceptable to Purchaser and
suitable for recording in the U.S. Patent and Trademark Office, U.S. Copyright
Office or equivalent foreign agency, as applicable, and general assignments of
all other Intellectual Property;


          (p)     the
Company shall have delivered, or caused to be delivered, to Purchaser an
opinion of Bradshaw, Fowler, Proctor & Fairgrave, P.C., , counsel to the
Company, in form and content reasonably satisfactory to Purchaser: (i) that the
Plan of Reorganization has been properly approved and authorized by the
Bankruptcy Court and allows the Company to sell the 


–50–








Purchased Assets to Purchaser and to consummate the Transactions
contemplated by this Agreement and (ii) which contains the other opinions set
forth on Exhibit D hereto;


          (q)     the
Company shall have delivered all instruments and documents necessary to release
any and all Liens on the Purchased Assets; 


          (r)     the
Company shall have delivered, or caused to be delivered, to Purchaser copies of
all consents, waivers and approvals referred to in this Section 8.1; and 


          (s)     Purchaser
shall have obtained the Purchaser Unitholder Approval.


          (t)     This
Agreement, the Transaction and any other transactions contemplated herein shall
have been approved by the Bankruptcy Court as part of a plan of reorganization
for the Company under Chapter 11 of the Bankruptcy Code and the confirmation
order entered by the court shall have become a Final Order. 


          (u)     Purchaser
shall have obtained (i) the Loan Guarantee and (ii) the Loan. The Loan
Guarantee and Loan shall be for the amount necessary to complete the Corn Oil
Pretreatment Facility, which is currently estimated to cost $7,000,000. 


          (v)     Purchaser
shall have obtained a binding commitment from a design-builder for the Corn Oil
Pretreatment Facility at the plant as described in Section 6.16. The binding
commitment shall be on terms acceptable to Purchaser in its sole discretion and
shall include the terms described in Section 6.16 and a 100% performance
guarantee. 


          (w)     Company
shall have, to the reasonable satisfaction of Purchaser, satisfied the
requirements of Section 6.10(c), (d) and (e) hereof related to the replacement,
repair and testing of certain items.


          (x)     Purchaser
shall have obtained Small Business Loan.


          Section
8.2     Conditions Precedent to Obligations of the
Company. The obligations of the
Company to consummate the transactions contemplated by this Agreement are
subject to the fulfillment, prior to or on the Closing Date, of each of the
following conditions (any or all of which may be waived by the Company in whole
or in part to the extent permitted by applicable Law):


          (a)     the
representations and warranties of Purchaser set forth in this Agreement
qualified as to materiality shall be true and correct, and those not so
qualified shall be true and correct in all material respects, as of the date of
this Agreement and as of the Closing as though made at and as of the Closing,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects, on and as of such earlier date);
provided, however, in the event of any breach of a representation or warranty
of Purchaser set forth in this Agreement, the condition set forth in this
Section 8.2(a) shall be deemed satisfied unless the effect of all such
breaches of 


–51–








representations and warranties taken together could reasonably be
expected to have a Material Adverse Effect on Purchaser;


          (b)     Purchaser
shall have performed and complied in all material respects with all obligations
and agreements required by this Agreement on or prior to the Closing Date;


          (c)     there
shall not have occurred any event, change, occurrence or circumstance that,
individually or in the aggregate with any other events, changes, occurrences or
circumstances, has had or which could reasonably be expected to have a Material
Adverse Effect on Purchaser;


          (d)     the
Company shall have received certificates signed by the Chief Executive Officer
of Purchaser, in form and substance reasonably satisfactory to the Company, dated
the Closing Date, to the effect that each of the conditions specified above in
Sections 8.2(a) through (c) have been satisfied in all respects;


          (e)     there
shall not be in effect any Order by a Governmental Authority of competent
jurisdiction restraining, enjoining or otherwise prohibiting the consummation
of the transactions contemplated hereby; and 


          
(f)     This Agreement, Transaction and any other
transactions contemplated herein shall have been approved by the Bankruptcy
Court as part of a plan of reorganization for the Company under Chapter 11 of
the Bankruptcy Code. 


ARTICLE IX

TERMINATION


          Section
9.1     Termination of Agreement. This Agreement may be
terminated prior to the Closing as follows:


          (a)     At
the election of Purchaser or the Company on or after December 31, 2009 (such
date, as it may be extended under this Section 9.1(a), the “Termination
Date”) if the Closing shall not have occurred by the close of business on
such date; provided, that the terminating party is not in material default of any
of its obligations hereunder; and provided further, that (A) either
Purchaser or the Company shall have the option to extend, from time to time,
the Termination Date for additional periods of time, not to exceed ninety
(90) days in the aggregate (or such longer period as Purchaser and the
Company may mutually agree) if all other conditions to the Closing are
satisfied or capable of then being satisfied and the sole reason that the
Closing has not been consummated is the failure to obtain the necessary consents
and approvals under applicable Laws or an Order of a Governmental Authority of
competent jurisdiction shall be in effect and Purchaser and/or the Company are
still attempting to obtain such necessary consents and approvals under
applicable Laws, or are contesting (x) the refusal of the relevant
Governmental Authority to give such consents or approvals, or (y) the
entry of any such Order, in court or through other applicable proceedings; and
(B) the right to terminate this Agreement pursuant to this Section 9.1(a)
shall not be available to any party whose breach of any provision 


–52–








of this Agreement has been the cause of, or resulted, directly or
indirectly, in, the failure of the Closing to be consummated by the Termination
Date;


          (b)     by
mutual written consent of Purchaser and the Company;


          (c)     by
written notice (i) from Purchaser to the Company that there has been an event,
change, occurrence or circumstance that, individually or in the aggregate, with
any other events, changes, occurrences or circumstances, has had or could
reasonably be expected to have a Material Adverse Effect on the Company or (ii)
from the Company to Purchaser that there has been an event, change, occurrence
or circumstance that, individually or in the aggregate, with any other events,
changes, occurrences or circumstances, has had or could reasonably be expected
to have a Material Adverse Effect on Purchaser; 


          (d)     by
Purchaser or the Company if there shall be in effect a final nonappealable
Order of a Governmental Authority of competent jurisdiction restraining,
enjoining or otherwise prohibiting the consummation of the transactions
contemplated hereby; provided, however, that the right to terminate this
Agreement under this Section 9.1(d) shall not be available to a party if
such Order was primarily due to the failure of such party to perform any of its
obligations under this Agreement;


          (e)     by
Purchaser, if the Company shall have breached or failed to perform any of its
representations, warranties, covenants or agreements set forth in this
Agreement, or if any representation or warranty of the Company shall have
become untrue, in either case such that the conditions set forth in
Section 8.1(a), 8.1(b) or 8.1(c) would not be satisfied and such breach is
incapable of being cured or, if capable of being cured, shall not have been
cured within fifteen (15) days following receipt by the Company of notice of
such breach from Purchaser;


          (f)     by
the Company, if Purchaser shall have breached or failed to perform any of its
representations, warranties, covenants or agreements set forth in this
Agreement, or if any representation or warranty of Purchaser shall have become
untrue, in any case such that the conditions set forth in Sections 8.2(a),
8.2(b) or 8.2(c) would not be satisfied and such breach is incapable of being
cured or, if capable of being cured, shall not have been cured within fifteen
(15) days following receipt by Purchaser of notice of such breach from the Company;


          (g)     by
Purchaser, if (i) a Company Adverse Recommendation Change shall have
occurred or (ii) the Board of Directors of the Company or any committee
thereof (x) shall not have rejected any Takeover Proposal within
fifteen (15) Business Days of the making thereof or (y) shall have
failed to publicly reconfirm the Company Recommendation within
fifteen (15) Business Days after receipt of a written request from
Purchaser that it do so if such request is made following the making by any
Person of a Takeover Proposal;


          (h)     by
the Company if (i) the Board of Directors of Purchaser withdraws its favorable
recommendation as to the Transaction or this Agreement or (ii) a voluntary or involuntary
bankruptcy petition shall have been filed by or against Purchaser and is not
discharged within sixty (60) days of the filing thereof;


–53–








          (i)     by
Purchaser if the Purchaser Unitholder Approval shall not have been obtained at
the Purchaser Unitholder Meeting or at any adjournment or postponement thereof;
or 


          (j)     by
Purchaser on or before July 31, 2009, if Purchaser’s Environmental Assessment
(as defined in Section 6.10(a)) at the Company’s properties shall have revealed
any circumstances that could reasonably be expected to result in (A) the
criminal prosecution of the Company or any director, officer or employee of the
Company under Environmental Laws, (B) any suspension or closure of
operations at the Company’s properties or facilities or the revocation or
termination of any Environmental Permits which has a Material Adverse Effect on
the Company or (C) any Environmental Costs and Liabilities that,
individually or in the aggregate, will or could reasonably be expected to
result in expenditures to cure in excess of the amounts reserved therefor on
the Balance Sheet by at least $50,000.


          (k)     by
Purchaser in the event that the Company does not comply with Section 6.4(b)
hereof or Purchaser makes the determination under Section 6.4(c) that the plan
of reorganization is not acceptable. 


          Section
9.2     Procedure upon Termination. In the event of
termination and abandonment by Purchaser or
the Company, or all, pursuant to Section 9.1 hereof, written notice
thereof shall forthwith be given to the other party or parties, and this
Agreement shall terminate, and the purchase
of the Purchased Assets hereunder shall be abandoned, without further action by
Purchaser or the Company.


          Section
9.3     Effect of Termination. In the event that this
Agreement is validly terminated as provided herein, then each of the parties
shall be relieved of their duties and obligations arising under this Agreement
after the date of such termination and such termination shall be without
liability to Purchaser or the Company;
provided, however, that: 


          (a) the
obligations of the parties set forth in Section 9.4 and Article XII
hereof shall survive any such termination and shall be enforceable hereunder;
and 


          (b) nothing
in this Section 9.3 shall relieve Purchaser
or the Company of any Liability for a willful breach of this Agreement prior to
the effective date of such termination.


          Section
9.4     Termination Fee.


          (a)     The
Company shall not sell the Purchased Assets to a third party (including without
limitation by way of merger or other consolidation of the Company with such
third party) for a sale price in any such transaction of less than $9,750,000.
In the event this Agreement is terminated by the Company or the Purchaser due
to the Company’s sale of or agreement to sell the Purchased Assets to a third
party (including without limitation by way of merger or other consolidation of
the Company with such third party) within twelve (12) months of the date of
this Agreement, and the sale price in any such transaction for the Purchased
Assets equals or exceeds $9,750,000, the Purchaser shall be paid a fee equal to
$750,000 (the “Termination Fee”) from the proceeds of any such
transaction.


–54–








          (b)     Any
payment required to be made pursuant to Section 9.4(a) shall be made
promptly at the closing of any third-party transaction for the Purchased Assets
as described in Section 9.4(a) and in no event later than the date of any such
closing. Any such payment shall be made by wire transfer of immediately
available funds to an account to be designated by the Purchaser or via
cashier’s or certified check from the proceeds of the closing of such
third-party transaction. In the event that the Company shall fail to pay the
Termination Fee required pursuant to this Section 9.4 when due, such
Termination Fee shall accrue interest for the period commencing on the date
such Termination Fee became due, at a rate equal to the rate of interest
publicly announced by Citibank, in the City of New York, from time to time
during such period, as such bank’s Prime Lending Rate, plus 2%. In addition, if
the Company fails to pay such Termination Fee, the Company shall also pay all
of costs and expenses (including attorneys’ fees and related charges) in
connection with efforts to collect such Termination Fee. 


          
(c)     Each of Purchaser and the Company acknowledges
and agrees that in the event of a breach of this Agreement, payment of the
Termination Fee is not the exclusive remedy of the parties, and the parties
shall be entitled to the remedies set forth in Section 12.3, including
injunction and specific performance, and all additional and other remedies
available at law or in equity to which such party may be entitled, unless specifically
set forth herein.


ARTICLE X

TAXES


          Section
10.1     Transfer Taxes. The Company and the
Purchaser shall each (i) be responsible for half of any and all sales,
use, stamp, documentary, filing, recording, transfer, real estate transfer,
stock transfer, gross receipts, registration, duty, securities transactions or
similar fees or taxes or governmental charges (together with any interest or
penalty, addition to tax or additional amount imposed) as levied by any Taxing
Authority in connection with the transactions contemplated by this Agreement
(collectively, “Transfer Taxes”),
regardless of the Person liable for such Transfer Taxes under applicable Law
and (ii) timely file or caused to be filed all necessary documents
(including all Tax Returns) with respect to Transfer Taxes.


          Section
10.2     Prorations. The Company shall bear
all property and ad valorem tax liability with respect to the Purchased
Assets if the lien or assessment date arises prior to the Closing Date
irrespective of the reporting and payment dates of such taxes. All other real
property taxes, personal property taxes, or ad valorem obligations and similar
recurring taxes and fees on the Purchased Assets for taxable periods beginning
before, and ending after, the Closing Date, shall be prorated between Purchaser
and the Company as of the Closing Date. The Company shall be responsible for
all such taxes and fees on the Purchased Assets accruing during any period up
to and including the Closing Date and Purchaser shall be responsible for all
such taxes and fees on the Purchased Assets accruing during any period after
the Closing Date. With respect to Taxes described in this Section 10.2,
the Company shall prepare and timely file all Tax Returns due before the
Closing Date with respect to such Taxes and Purchaser shall prepare and timely
file all Tax Returns due after the Closing Date with respect to such Taxes If
one party remits to the appropriate Taxing Authority payment for Taxes, which
are subject to 


–55–








proration under this Section 10.2 and such payment includes the
other party’s share of such Taxes, such other party shall promptly reimburse
the remitting party for its share of such Taxes. 


          Section
10.3     Cooperation on Tax Matters. Purchaser and the
Company shall furnish or cause to be furnished to each other, as promptly as
practicable, such information and assistance relating to the Purchased Assets
as is reasonably necessary for the preparation and filing of any Tax Return, claim
for refund or other filings relating to Tax matters, for the preparation for
any Tax audit, for the preparation for any Tax protest, for the prosecution or
defense of any suit or other proceeding relating to Tax matters.


ARTICLE XI

RISK OF LOSS


          The risk of
loss, damage or destruction to the Purchased Assets from fire or other casualty
or cause, shall be borne by the Company at all times up to the Closing. It
shall be the responsibility of the Company prior to the Closing to use reasonable
commercial efforts to repair or cause to be repaired and to restore the
affected property to its condition prior to any such loss, damage or
destruction. In the event of any such loss, damage or destruction, the proceeds
of any claim for any loss payable under any insurance policy with respect
thereto shall be used to repair, replace or restore any such property to its
former condition subject to the conditions stated below. In the event that
property reasonably required for the normal operation of the Business is not
repaired, replaced, or restored prior to the Closing, Purchaser, at its sole
option, upon written notice to the Company: (a) may elect to postpone
Closing until such time as the property has been repaired, replaced, or
restored, or (b) may elect to consummate the Closing and accept the
property in its then condition, in which event the Company shall assign to
Purchaser all proceeds of insurance theretofore, or to be, received, covering
the property involved; and if Purchaser shall extend the time for Closing
pursuant to clause (a) above, and the repairs, replacements, or restorations
are not completed within sixty (60) days after the date on which all of the
conditions set forth in Article VIII has been satisfied or waived
(other than conditions by their nature are to be satisfied at Closing),
Purchaser may, as its sole right and remedy, terminate this Agreement by giving
written notice thereof to the Company, without any party having any Liability
or obligation under or in respect of this Agreement.


ARTICLE
XII

MISCELLANEOUS


          Section
12.1     Survival of Representations and Warranties.
The representations, warranties, covenants and agreements of the Company and
Purchaser contained in this Agreement shall not survive the Closing.
Notwithstanding the foregoing, all representations and warranties will survive
the Closing indefinitely to the extent the representation or warranty was made
with the actual Knowledge that such representation and warranty was not true
and correct on the date made.


–56–








          Section
12.2     Notices. All notices and
communications hereunder shall be deemed to have been duly given, delivered or
made if in writing and if served by personal delivery upon the party for whom
it is intended or delivered by registered or certified mail, return receipt
requested, or if sent by telecopier or email; provided that the telecopy or
email is promptly confirmed by telephone confirmation thereof, to the Person at
the address set forth below, or such other address as may be designated in
writing hereafter, in the same manner, by such Person: 


	
 

	
 


	
To
 Purchaser:

	
Soy Energy


	
 

	
222 North
 Main Street


	
 

	
Marcus, Iowa
 50135


	
 

	
Telephone:
 (712) 376-2081


	
 

	
 


	
With a copy
 to:

	
Brown,
 Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C. 


	
 

	
666 Grand
 Avenue, Suite 2000


	
 

	
Des Moines,
 Iowa 50309 


	
 

	
Telephone:
 (515) 242-2400


	
 

	
Facsimile:
 (515) 323-8514


	
 

	
Attn: Thomas
 D. Johnson


	
 

	
 


	
To the
 Company:

	
Freedom
 Fuels


	
 

	
Dale W.
 McBride, President


	
 

	
1610 Grouse
 Ave


	
 

	
Thornton, IA
 50479


	
 

	
 


	
With a copy
 to:

	
Bradshaw,
 Fowler, Proctor & Fairgrave, P.C.


	
 

	
801 Grand
 Avenue, Suite 3700


	
 

	
Des Moines,
 IA 50309-8004


	
 

	
Phone: (515)
 246-5817


	
 

	
Fax: (515)
 246-5808


	
 

	
Attn:
 Jeffrey D. Goetz





          Section
12.3     Specific Performance. Except as
otherwise provided herein, any and all remedies herein expressly conferred upon
a party will be deemed cumulative with and not exclusive of any other remedy
conferred hereby, or by Law or equity upon such party, and the exercise by a
party of any one remedy will not preclude the exercise of any other remedy. The
parties hereto agree that irreparable harm for which monetary damages would not
be an adequate remedy would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. The parties accordingly agree that, in addition to
other remedies to which they are entitled at Law or in equity, each party shall
be entitled to seek an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
court of the United States or any state having jurisdiction without the
necessity of proving the inadequacy of monetary damages as a remedy. In the
event of any breach of this Agreement (other than a breach of a representation
or warranty), the non-breaching party shall be entitled to recover 


–57–








reasonable attorneys’ fees and legal expenses incurred by it in
connection with any litigation with respect to such breach.


          Section
12.4     Amendment;
Waiver. Any provision of this Agreement may be amended if, and only if,
such amendment is in writing and signed by Purchaser and the Company. Any
provision of this Agreement may be waived if, and only if, such waiver is in
writing and signed by the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by
Law.


          Section
12.5     No Third Party Beneficiaries. The
representations, warranties and covenants set forth herein are solely for the
benefit of the parties hereto, in accordance with and subject to the terms of
this Agreement, and this Agreement is not intended to, and does not, confer
upon any Person other than the parties hereto any rights or remedies hereunder,
including, without limitation, the right to rely upon the representations and
warranties set forth herein. 


          Section
12.6     Successors and Assigns. This Agreement
may not be assigned by any party hereto without the prior written consent of
the other parties. Subject to the foregoing, all of the terms and provisions of
this Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.


          Section
12.7     Entire Agreement. This Agreement
(including all recitals, Schedules and Exhibits hereto) and the Ancillary
Agreements contain the entire agreement between the parties hereto with respect
to the subject matter hereof and thereof and supersedes all prior or
contemporaneous agreements and understandings, oral or written, with respect to
such matters, except for the Confidentiality Agreement, which shall remain in
full force and effect after the Closing according to its terms.


          Section
12.8     Public Disclosure. Notwithstanding
anything to the contrary contained herein, except as may be required to comply
with the requirements of any applicable Law and the rules and regulations of
any Government Entity, from and after the date hereof, no press release or
similar public announcement or communication shall be made or caused to be made
relating to this Agreement unless specifically approved in advance by each of
Purchaser and the Company, other than those disclosures made in connection with
the Company’s Bankruptcy Court filings.


          Section
12.9     Expenses. Except as otherwise
expressly provided in this Agreement or the Ancillary Agreements, whether or
not the transactions contemplated by this Agreement are consummated, all costs
and expenses incurred in connection with this Agreement and the Ancillary
Agreements and the transactions contemplated hereby or thereby shall be borne
by the party incurring such costs and expenses, including all legal,
accounting, financial advisory, consulting and all other fees and expenses of
third parties. 


–58–








          Section
12.10     Governing Law; Submission to
Jurisdiction; Selection of Forum; Waiver of Trial by Jury. 


          (a)     Except
as provided in Section 12.10(b), the parties agree that they and this Agreement
are subject to the jurisdiction of the Bankruptcy Court.


          (b)     Where
jurisdiction in the Bankruptcy Court is inapplicable, THE AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE
APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each
party hereto agrees that it shall bring any action or proceeding in respect of
any claim arising out of or related to this Agreement or the transactions
contained in or contemplated by this Agreement, exclusively in the Iowa
District Court in and for Polk County (the “Chosen Courts”).


          (c)     Solely
in connection with claims arising under this Agreement or the transactions that
are the subject of this Agreement, each party (i) irrevocably submits to the
exclusive jurisdiction of the Bankruptcy Court or Chosen Courts (as
applicable), (ii) waives any objection to laying venue in any such action
or proceeding in the Bankruptcy Court or Chosen Courts (as applicable),
(iii) waives any objection that the Bankruptcy Court or Chosen Courts (as
applicable) are an inconvenient forum or do not have jurisdiction over any party
hereto and (iv) agrees that service of process upon such party in any such
action or proceeding shall be effective if notice is given in accordance with
Section 12.2 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 


          Section
12.11     Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same Agreement.


          Section
12.12     Headings. The heading references
herein and the table of contents hereof are for convenience purposes only, and
shall not be deemed to limit or affect any of the provisions hereof.


          Section
12.13     Severability. The provisions of this
Agreement shall be deemed severable and the invalidity or unenforceability of
any provision shall not affect the validity or enforceability of the other
provisions hereof. If any provision of this Agreement, or the application
thereof to any Person or any circumstance, is invalid or unenforceable,
(a) a suitable and equitable provision shall be substituted therefor in
order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable provision and (b) the remainder
of this Agreement and the application of such provision to other Persons or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction.


–59–








          Section
12.14     Joint Authorship. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement,
and any rule of construction or interpretation otherwise requiring this
Agreement to be construed or interpreted against any party by virtue of the
authorship of this Agreement will not apply to the construction and interpretation
hereof.


          IN WITNESS
WHEREOF, the parties have executed or caused this Agreement to be executed as
of the date first written above.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
SOY ENERGY,
 LLC

	
 

	
FREEDOM
 FUELS, LLC, 


	
 

	
 

	
 

	
 

	
 

	
DEBTOR IN
 POSSESSION


	
 

	
 

	
 

	
 


	
By: 

	
/s/ Charles
 Sand

	
 

	
By: 

	
/s/ Dale W.
 McBride


	
 


	
Name (Print): 

	
Charles Sand

	
 

	
Name (Print): 

	
Dale W.
 McBride


	
 


	
Title: 

	
Chairman

	
 

	
Title: 

	
President





–60–








EXHIBIT A


ASSIGNMENT AGREEMENT


          This ASSIGNMENT
AGREEMENT (this “Assignment”) is entered into this ___
day of ____________, 2009 between Soy Energy, LLC, an Iowa limited liability
company (“Assignor”) and __________________________ (“Assignee”).
Capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Agreement (as hereinafter defined).


          WHEREAS,
Assignor and Freedom Fuels, LLC (“Freedom Fuels”) have entered into that
certain Asset Purchase Agreement, dated July ____, 2009 (the “Agreement”),
providing for, among other things, the purchase of certain of Freedom Fuels’
assets by Assignor; and


          WHEREAS,
in accordance with the terms of the Agreement, Assignor has agreed to enter
into this Assignment, providing for the assignment from Assignor to Assignee of
all of Assignor’s right, title and interest in, under and to the DIP Loans from
and after the Closing, on and subject to the terms of the Agreement.


          NOW,
THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


          1.          Assignment.
In accordance with and subject to the terms of the Agreement, Assignor hereby
sells, assigns, transfers and conveys to Assignee all of Assignor’s right,
title and interest in and to the DIP Loans.


          2.          Acceptance.
In accordance with and subject to the terms of the Agreement, Assignee hereby
accepts the assignment, transfer and conveyance of Assignor’s right, title and
interest in, under and to the DIP Loans. Assignee further agrees and
acknowledges that Assignor does not have any responsibility or liability with
respect to the DIP Loans and does not retain, accept, undertake or agree to
pay, satisfy, perform or discharge any obligations or liabilities of any kind
arising out of, or required to be performed under, such assigned DIP Loans.
Assignee will indemnify and hold harmless
Assignor, its directors, officers, managers and any other person who controls
or is controlled by Assignor, against any and all loss, liability, claim,
damage and expense whatsoever, including reasonable attorney fees, arising out
of or based upon the DIP Loans and/or this Assignment.


          3.          Successors.
This Assignment shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.


          4.          Conflicts
with Agreement. To the extent that any provision of this Assignment
conflicts or is inconsistent with the terms of the Agreement, the Agreement
shall govern.


A-1








EXHIBIT A


          5.          Further
Assurances. Assignor shall use
commercially reasonable efforts to take, or cause to be taken, all actions
necessary or appropriate to fulfill its obligations under this Assignment and
transfer and vest in Assignee full right, title and interest to the Dip Loans.


          6.          Counterparts.
This Assignment may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one and the same instrument.


          7.          Governing
Law. This Assignment and all matters based upon, arising out of or related
to this Assignment or the negotiation, execution or performance of this
Assignment shall be governed by and construed in accordance with the laws, both
procedural and substantive, of the State of Iowa without regard to its conflict
of laws provisions that if applied might require the application of the laws of
another jurisdiction.


          IN WITNESS
WHEREOF, the parties hereto have duly executed and delivered this Agreement as
of the date first written above.


	
 

	
 

	
 

	
 


	
 

	
SOY ENERGY,
 LLC


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
            Name:


	
 

	
            Title:


	
 

	
 


	
 

	
[Assignee]

	
 


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
          Name:


	
 

	
          Title:





A-2








EXHIBIT B


ASSIGNMENT AGREEMENT


          This ASSIGNMENT
AGREEMENT (this “Assignment”) is entered into this ___
day of ____________, 2009 between Soy Energy, LLC, an Iowa limited liability
company (“Soy Energy”) and BANKFIRST, a South Dakota state bank (“Bankfirst”).



          WHEREAS,
Soy Energy is the holder of that certain Dividend Cash Flow Note issued by New
Equity, LLC (“New Equity”), dated July ____, 2009 and attached hereto
(the “Note”),
providing for the payment of $2,000,000 by New Equity to Soy Energy, subject to
the terms and conditions of the Note; and


          WHEREAS,
in accordance with the terms of the Note, Soy Energy has agreed to enter into
this Assignment, providing for the assignment from Soy Energy to Bankfirst of
all of Soy Energy’s right, title and interest in, under and to the Note from
and after the Closing, on and subject to the terms of the Note and this
Assignment.


          NOW,
THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


          1.          Assignment.
In accordance with and subject to the terms of the Note and this Assignment,
Soy Energy hereby sells, assigns, transfers and conveys to Bankfirst on a
nonrecourse basis all of Soy Energy’s right, title and interest in and to the
Note.


          2.          Acceptance.
In accordance with and subject to the terms of the Note and this Assignment,
Bankfirst hereby accepts the assignment, transfer and conveyance on a
nonrecourse basis of Soy Energy’s right, title and interest in, under and to
the Note. Bankfirst agrees that Soy Energy does not have any responsibility or
liability with respect to the Note and does not retain, accept, undertake or
agree to pay, satisfy, perform or discharge any obligations or liabilities of
any kind arising out of, or required to be performed under, such assigned Note. In no event shall Soy Energy be liable for
any deficiency or other liability resulting from or related to the Note, nor
shall any action or proceeding be brought by Bankfirst against Soy Energy to
recover judgment on the Note. 


          3.          Successors.
This Assignment shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.


          4.          Conflicts
with Note. To the extent that any provision of this Assignment conflicts or
is inconsistent with the terms of the Note, the Note shall govern.


          5.          Further
Assurances. Soy Energy shall use
commercially reasonable efforts to take, or cause to be taken, all actions
necessary or appropriate to fulfill its obligations under this Assignment and
transfer and vest in Bankfirst full right, title and interest to the Note.


B-1








EXHIBIT B


          6.          Counterparts.
This Assignment may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one and the same instrument.


          7.          Governing
Law. This Assignment and all matters based upon, arising out of or related
to this Assignment or the negotiation, execution or performance of this
Assignment shall be governed by and construed in accordance with the laws, both
procedural and substantive, of the State of Iowa without regard to its conflict
of laws provisions that if applied might require the application of the laws of
another jurisdiction.


          IN WITNESS
WHEREOF, the parties hereto have duly executed and delivered this Agreement as
of the date first written above.


	
 

	
 

	
 


	
 

	
SOY ENERGY,
 LLC


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
            Name:


	
 

	
            Title:


	
 

	
 


	
 

	
BANKFIRST


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
          Name:


	
 

	
          Title:





B-2








EXHIBIT B


[Attach Dividend Cash Flow Note]


B-3








EXHIBIT C


BILL
OF SALE


          This BILL OF
SALE (this “Bill of Sale”)is made and delivered this
[___] day of [____________] 2009, by Freedom Fuels, LLC, an Iowa limited
liability company and debtor in possession (the “Company”), for the
benefit of Soy Energy, LLC, an Iowa limited liability company (“Purchaser”).
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Agreement (as hereinafter defined).


          WHEREAS,
the Company and Purchaser have entered into that certain Asset Purchase
Agreement dated as of July 29, 2009 (the “Agreement”), the terms of which are
incorporated herein by reference, which provides, among other things, for the
sale and assignment by the Company to Purchaser of the Purchased Assets as
described in Section 2.1 of the Agreement.


          NOW,
THEREFORE, in consideration of the mutual promises contained in the
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Company, and subject to the
terms and conditions of the Agreement:


          1.          Transfer
of Purchased Assets. The Company does hereby bargain, sell, grant, assign,
transfer, convey and deliver unto Purchaser, and its successors and assigns,
forever, all of the Company’s right, title and interest in and to the Purchased
Assets, free and clear of all Liens, TO HAVE AND TO HOLD such Purchased Assets
with all appurtenances thereto, unto Purchaser, and its successors and assigns,
for its use forever.


          2.          Further
Assurances. At and after the Closing, the Company shall from time to time, at the
request of Purchaser and without further cost or expense to Purchaser, execute
and deliver such other instruments of assignment, transfer and conveyance and
shall take such other action as Purchaser may reasonably request in order more
effectively to assign, transfer and convey to Purchaser, and to place Purchaser
in possession and control of, any of the Purchased Assets, or to enable it to
exercise and enjoy all rights and benefits of the Company with respect thereto.


          3.          Successors
and Assigns. This Bill of Sale shall inure to the benefit of and be binding
upon the parties thereto and their respective successors and permitted assigns.


          4.          Conflicts
with Agreement. Nothing in this Bill of Sale, express or implied, is
intended to or shall be construed to modify, expand or limit in any way the
terms of the Agreement. To the extent that any provision of this Bill of Sale
conflicts or is inconsistent with the terms of the Agreement, the Agreement
shall govern.


          5.          Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one and the same instrument.


C-1








EXHIBIT C


          6.          Governing
Law. This Bill of Sale shall be governed by, and construed in accordance
with, the laws of the State of Iowa, as applied to contracts made and performed
entirely in such State and without regard to its principles of conflict of laws.


IN
WITNESS WHEREOF, and intending to be legally bound
hereby, the Company has caused this Bill of Sale to be executed and delivered
as of the day and year first above written.


	
 

	
 

	
 

	
 


	
 

	
Freedom
 Fuels, LLC, Debtor in Possession


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
Name:

	
 




	
 

	
 

	
 


	
 

	
Title: 

	
 





C-2








EXHIBIT D


Form of Opinion of Company’s Counsel


_____________, 2009


Soy Energy,
LLC

          222 North Main
Street

          Marcus, Iowa 50135

          Telephone: (712)
376-2081


Ladies and
Gentlemen:


          We
represent Freedom Fuels, LLC, Debtor-in-Possession (the “Company”) as
general reorganization counsel in the Company’s Chapter 11 bankruptcy case
currently pending in the Northern District of Iowa under case number
08-02468-wle11 (the “Bankruptcy Case,”) and have acted as counsel to the
Company in connection with the preparation, authorization, execution and
delivery of, and the consummation of the transactions contemplated by, that
certain Asset Purchase Agreement dated as of July 29, 2009 by and among Soy
Energy, LLC (“Purchaser”) and the Company (the “Purchase Agreement”).
This opinion is being rendered to you at the request of the Company pursuant to
Section 8.1(p) of the Purchase Agreement. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such terms in the
Purchase Agreement.


          On the
basis of such examination and our consideration of such questions of law as we
have deemed relevant in the circumstances, we are of the opinion that: 


          1.          The
Company is a limited liability company duly organized and validly existing
under the laws of the State of Iowa and has all requisite limited liability
company power and authority to own, lease and operate its properties and to
carry on its business as now being conducted in the State of Iowa. 


          2.          The
Company has full limited liability company power and authority to execute and
deliver the Company Documents and to perform its obligations and consummate the
transactions contemplated thereunder. The execution, delivery and performance
of the Company Documents by the Company and the consummation of the
transactions contemplated thereunder have been duly and properly brought before
and authorized by the Company’s Board of Directors and Unitholders, and all necessary
limited liability company action on the part of the Company relative to the
approval, delivery and performance of the Company Documents and the
consummation of the transactions contemplated thereunder has occurred. The
Company Documents have been duly and validly executed and delivered by the
Company and constitute the legal, valid and binding obligation of the Company,
enforceable against it in accordance with their respective terms.


D-1








EXHIBIT D


          3.          The
execution and delivery by the Company of the Company Documents, the performance
of the Company of its obligations thereunder and the consummation of the
transaction contemplated thereby will not conflict with, or result in any
violation or breach of, or constitute a default (with or without notice or
lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or the loss of a material
benefit under, or give rise to any obligation of the Company to make any
payment under, or to the increased, additional, accelerated or guaranteed
rights or entitlements of any Person under, or result in the creation of any
Liens upon any of the properties or assets of the Company under, any provision
of (i) the Organizational Documents of the Company, (ii) any contract or permit
to which the Company is a party or by which any of the properties or assets of
the Company are bound, except as could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; (iii) any Order
applicable to the Company or by which any of the properties or assets of the
Company are bound or (iv) Iowa or federal law or regulation.


          4.          Other
than as set forth below, no consent, approval, waiver, license or authorization
or other action by or filing with any Iowa or federal governmental authority is
required in connection with the execution and delivery by the Company of the
Company Documents to which it is a party, the consummation by the Company of
the transactions contemplated thereby or the performance by the Company of its
obligations thereunder, except for those already obtained or which are listed
on Company Disclosure Schedule 4.3(b) and Company Disclosure Schedule 6.3 or
waived by Purchaser or as could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


          5.          The
Purchase Agreement has been duly and properly noticed to creditors and parties
in interest, duly and properly brought before the Court in the Bankruptcy Case,
and duly and properly approved and authorized by the Court in the Bankruptcy
Case, as part of the Company’s Plan of Reorganization. As a result of such
approval and authority from the Bankruptcy Court, the Company is authorized to
consummate the transactions contemplated by the Purchase Agreement.


          This
opinion constitutes our entire opinion regarding the subject matter hereof and
supersedes all prior opinions regarding such subject matter.


	
 

	
 

	
 


	
 

	
Very truly
 yours,


	
 

	
 


	
 

	
BRADSHAW,
 FOWLER, PROCTOR & FAIRGRAVE, P.C.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Jeffrey D.
 Goetz





D-2