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                                                                   Exhibit 10.9

                                AGREEMENT BETWEEN
                            OWNER AND DESIGN BUILDER


         THIS AGREEMENT made as of this ____ day of __________ in the year of
2001 between the Owner, Great Plains Ethanol, LLC, PO Box 172, Lennox, SD 57039,
and the Design Builder, Broin and Associates, Inc., 2209 East 57th Street North,
Sioux Falls, SD 57104, for the following Project:

(INCLUDE PROJECT NAME, LOCATION AND A SUMMARY DESCRIPTION)

The construction of a 40MMGPY dry mill fuel ethanol processing plant located
near Chancellor, South Dakota.

The Owner and Design Builder, in consideration of the mutual covenants
hereinafter set forth, agree as follows:

Agreement Between Owner and Design Builder Page 2 of 23

THIS AGREEMENT IS ADAPTED FROM AIA DOCUMENT 191


                         ARTICLE 1 - GENERAL PROVISIONS

         1.1  BASIC DEFINITIONS

         1.1.1 The Contract Documents consist of this Agreement, the Design
         Builder's Exhibits and written addenda identified in Article 14, the
         Construction Documents approved by the Owner and Modifications issued
         after execution of this Agreement. A Modification is a Change Order or
         a written amendment to this Agreement signed by both parties, or a
         Construction Change Directive issued by the Owner in accordance with
         Paragraph 8.3.

         1.1.2 The term "Work" means the construction and services provided by
         the Design Builder to fulfill the Design Builder's obligations.

         1.2  EXECUTIONS, CORRELATION AND INTENT

         1.2.1 It is the intent of the Owner and Design Builder that the
         Contract Documents include all items necessary for proper execution and
         completion of the Work. The Contract Documents are complementary, and
         what is required by one shall be as binding as if required by all;
         performance by the Design Builder shall be required only to the extent
         consisted with and reasonably inferable from the Contract Documents as
         being necessary to produce the intended results. Words that have
         well-known technical or construction industry meanings are used in the
         Contract Documents in accordance with such recognized meanings.

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         1.2.2 If the Design Builder believes or is advised by another design
         professional retained by the Design Builder to provide services on the
         Project that implementation of any instruction received from the Owner
         would cause a violation of any applicable law, the Design Builder shall
         notify the Owner in writing. Neither the Design Builder nor another
         design professional retained by the Design Builder shall be obligated
         to perform any act which either believes will violate any applicable
         law.

         1.2.3 Nothing contained in this Agreement shall create a contractual
         relationship between the Owner and any person or entity other than the
         Design Builder.

         1.3  OWNERSHIP AND USE OF DOCUMENTS

         1.3.1 Drawings, specifications, and other documents and electronic date
         furnished by the Design Builder and other design professional retained
         by the Design Builder, are instruments of service. The Design Builder
         and other providers of professional services shall retain all common
         law, statutory and other reserved rights, including copyright in those
         instruments of service furnished by them. Drawings, specifications, and
         other documents and electronic data are furnished for use solely with
         respect to this Agreement. The Owner shall be permitted to retain
         copies, including reproducible copies, of the drawings, specifications,
         and other documents and electronic data furnished by the Design Builder
         for information and reference in connection with the Project except as
         provided in Subparagraphs 1.3.2 and 1.3.3.

         1.3.2 Drawings, specifications, and other documents and electronic data
         furnished by the Design Builder shall not be used by the Owner or
         others on other projects, for additions to this Project or for
         completion of this Project by others, except by agreement in writing
         and with appropriate compensation to the Design Builder.

         1.3.3 Submission or distribution of the Design Builder's documents to
         meet official regulatory requirements or for similar purposes in
         connection with the Project is not to be construed as publication in
         derogation of the rights reserved in Subparagraph 1.3.1.

                                ARTICLE 2 - OWNER

         2.1  The Owner shall designate a representative authorized to act
              on the Owner's behalf with respect to the Project. The Owner
              or such authorized representative shall examine documents
              submitted by the Design Builder and shall render decisions in
              a timely manner and in accordance with the schedule accepted
              by the Owner. The Owner may obtain independent review of the
              Contract Documents by a separate architect, engineer,
              contractor, or cost estimator under contract to or employed by
              the Owner.

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              Such independent review shall be undertaken at the Owner's
              expense in a timely manner and shall not delay the orderly
              progress of the Work.

         2.2  The Owner shall cooperate with the Design Builder in securing
              building and other permits, licenses and inspections. The
              Owner shall not be required to pay the fees for such permits,
              licenses and inspections unless the cost of such fees is
              excluded from the Design Builder's Scope of Services.

         2.3  The Owner shall furnish services of land surveyors,
              geotechnical engineers, and other consultants for subsoil, air
              and water conditions, when such services are deemed necessary
              by the Design Builder to properly carry out the design
              services required by this Agreement.

         2.4  The Owner shall disclose, to the extent known to the Owner,
              the results and reports of prior tests, inspections or
              investigations conducted for the Project involving: structural
              or mechanical systems; chemical; air and water pollution;
              hazardous materials; or other environmental and subsurface
              conditions. The Owner shall disclose all information known to
              the Owner regarding the presence of pollutants at the
              Project's site.

         2.5  The Owner shall furnish all legal, accounting and insurance
              counseling services as may be necessary at any time for the
              Project, including such auditing services as the Owner may
              require to verify the Design Builder's Applications for
              Payment.

         2.6  Those services, information, surveys and reports required by
              Paragraphs 2.3 through 2.5 which are within the Owner's
              control shall be furnished at the Owner's expense. The Design
              Builder shall be entitled to rely upon the accuracy and
              completeness thereof, except to the extent the Owner advises
              the Design Builder to the contrary in writing.

         2.7  If the Owner requires the Design Builder to maintain any
              special insurance coverage, policy, amendment, or rider, the
              Owner shall pay the additional cost thereof, except as
              otherwise stipulated in this Agreement.

         2.8  If the Owner observes or otherwise becomes aware of a fault of
              defect in the Work or nonconformity with the Design Builder's
              Scope of Services or the Construction Documents, the Owner
              shall give prompt written notice thereof to the Design
              Builder.

         2.9  The Owner shall promptly upon request of the Design Builder,
              furnish to the Design Builder reasonable evidence that
              financial arrangements have been made to fulfill the Owner's
              obligations under the Contract.

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         2.10 The Owner shall communicate with persons or entities employed
              or retained by the Design Builder through the Design Builder,
              unless otherwise directed by the Design Builder.


                           ARTICLE 3 - DESIGN BUILDER

3.1      SERVICES AND RESPONSIBILITIES

         3.1.1 Standard of Care: Design Builder shall perform or furnish Design
         Professional Agreement Between Services and related services in all
         phases of the project. The standard of care for all such services
         performed or furnished under this Agreement will be the care and skill
         ordinarily used by members of the engineering profession practicing
         under similar conditions at the same time and locality.

         3.1.2 The Design Builder shall be responsible to the Owner for acts and
         omissions of the Design Builder's employees, subcontractors and their
         agents and employees, and other persons, including other design
         professionals, performing any portion of the Design Builder's
         obligations under this Agreement.

3.2      BASIC SERVICES

         3.2.1 The Design Builder's Basic Services are described below and in
         Article 14.

         3.2.2 The Design Builder shall designate a representative authorized to
         act on the Design Builder's behalf with respect to the Project.

         3.2.3 The Design Builder, with the assistance of the Owner, shall file
         documents required to obtain necessary approvals of governmental
         authorities having jurisdiction over the Project.

         3.2.4 Unless otherwise provided in the Contract Documents, the Design
         Builder shall provide or cause to be provided and shall pay for design
         services, labor, materials, equipment, tools, construction equipment
         and machinery, water, heat, utilities, transportation and other
         facilities and services necessary for proper execution and completion
         of the Work, whether temporary or permanent and whether or not
         incorporated or to be incorporated in the Work.

         3.2.5 Design Builder shall supervise, inspect and direct the
         Construction competently and efficiently, devoting such attention
         thereto and applying such skills and expertise as may be necessary to
         provide the Construction in accordance with the Contract Documents.
         Design Builder shall be solely responsible for the means, methods,
         techniques, sequences and procedures employed for the provision of
         Construction. Design Builder shall be responsible to see that the
         complete Construction complies accurately with the Contract

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         Documents and shall keep Owner advised as to the quality and progress
         of the Construction.

         3.2.6 The Design Builder shall keep the Owner informed of the progress
         and quality of the Work.

         3.2.7 The Design Builder shall be responsible for correcting Work which
         does not conform to the Contract Documents.

         3.2.8 The Design Builder warrants to the Owner that materials and
         equipment furnished under the Contract will be of good quality and new
         unless otherwise required or permitted by the Contract Documents, that
         the construction will be free from faults and defects, and that the
         construction will conform with the requirements of the Contract
         Documents. Construction not conforming to these requirements, including
         substitutions not properly approved by the Owner, shall be corrected in
         accordance with Article 9.

         3.2.9 The Design Builder shall pay all state sales, consumer, use and
         similar taxes which had been legally enacted prior to the date of this
         Agreement, and shall secure and pay for building and other permits and
         governmental fees, licenses and inspections necessary for the proper
         execution and completion of the Work which are either customarily
         secured after execution of a contract for construction or are legally
         required prior to the date of this Agreement.

         3.2.10 Laws and Regulations

                .1 Design Builder shall give all notices and comply with all
                Laws and Regulations of the place of the Project which are
                applicable to furnishing and performance of the Work. Except
                where otherwise expressly required by applicable Laws and
                Regulations, Owner shall not be responsible for monitoring
                Design Builder's compliance with any Laws or Regulations.

                .2 If Design Builder performs any Work knowing or having
                reason to know that it is contrary to Laws or Regulations,
                Design Builder shall bear all costs arising therefrom.

                .3 Changes in Laws and Regulations not known or foreseeable on
                the date of receipt of Proposals having an effect on the cost
                or time of performance may be the subject of a claim under
                Article 8.

         3.2.11 Design Builder shall pay all license fees and royalties and
         assume all costs incident to the use in the performance of the Work or
         the incorporation in the Work of any invention, design, process,
         product or device which is subject of patent rights or copyrights held
         by others. If a particular invention, design, process, product or
         device is specified in the Conceptual Documents for use in the
         performance of the Construction and if to the actual knowledge of Owner
         its

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         use is subject to patent rights or copyrights calling for the payment
         of any license fee or royalty to others, the existence of such rights
         shall be disclosed by Owner in the Conceptual Documents. To the fullest
         extent permitted by Laws and Regulations, Design Builder shall
         indemnify and hold harmless Owner, from and against all claims, costs,
         losses and damages (including but not limited to all fees and charges
         of engineers, architects, attorneys and other professionals and all
         court or arbitration or other dispute resolution costs) arising out of
         or resulting from any infringement of patent rights or copyrights
         incident to the use in the performance of the Work or resulting from
         the incorporation in the Work of any invention, design, process,
         product or device not specified in the Conceptual Documents.

         3.2.12 Use of Site and Other Areas

                .1 Design Builder shall confine construction equipment, the
                storage of materials and equipment and the operations of
                construction workers to those lands and areas permitted by the
                Owner and other land and areas permitted by Laws and
                Regulations, rights-of-way, permits and easements, and shall
                not unreasonably encumber the premises with construction
                equipment or other materials or equipment. Design Builder
                shall assume full responsibility for any damage to any such
                land or area, or to the owner or occupant thereof or of any
                adjacent land or areas, resulting from the performance of the
                Construction. Should any claim be made by any such owner or
                occupant because of the performance of the Construction,
                Design Builder shall promptly settle with such other party by
                negotiation or otherwise resolve the claim by arbitration or
                other dispute resolution proceeding or at law. Design Builder
                shall, to the fullest extent permitted by Laws and
                Regulations, indemnify and hold harmless Owner, Owner's
                Consultants and anyone directly or indirectly employed by any
                of them from and against all claims, costs, losses and damages
                (including, but not limited to, fees of engineers, architects,
                attorneys and other professionals and court and arbitration or
                other dispute resolution costs) arising out of or resulting
                from any claim or action, legal or equitable, brought by any
                such owner or occupant against Owner, or any other party
                indemnified hereunder to the extent caused by or based upon
                Design Builder's performance of the Construction.

                .2 During the performance of the Construction, Design Builder
                shall keep the premises free from accumulations of waste
                materials, rubbish and other debris resulting from the
                Construction. At the completion of the Construction Design
                Builder shall remove all waste materials, rubbish and debris
                from and about the premises as well as all tools, appliances,
                construction equipment, temporary construction and machinery
                and surplus materials. Design Builder shall leave the Site
                clean and ready for occupancy by Owner at Substantial
                Completion. Design Builder shall

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                restore to original condition all property not designated
                for alteration by the Contract Documents.

                .3 Design Builder shall not load nor permit any part of any
                structure to be loaded in any manner that will endanger the
                structure, nor shall Design Builder subject any part of the
                Work or adjacent property to stresses or pressures that will
                endanger it.

         3.2.13 The Design Builder shall notify the Owner when the Design
         Builder believes that the Work or an agreed upon portion thereof is
         substantially completed. If the Owner concurs, the Design Builder shall
         issue a Certificate of Substantial Completion which shall establish the
         Date of Substantial Completion, shall state the responsibility of each
         party for security, maintenance, heat, utilities, damage to the Work
         and insurance, shall include a list of items to be completed or
         corrected and shall fix the time within which the Design Builder shall
         complete items listed therein. Disputes between the Owner and Design
         Builder regarding the Certificate of Substantial Completion shall be
         resolved in accordance with provisions of Article 10.

         3.2.14 The Design Builder shall maintain at the site for the Owner one
         record copy of the drawings, specifications, product data, samples,
         shop drawings, Change Orders and other modifications, in good order and
         regularly updated to record the completed construction. These shall be
         delivered to the Owner upon completion of construction and prior to
         final payment.

         3.2.15 Unless otherwise provided in the Contract Documents, Design
         Builder shall directly or through one or more Subcontractors obtain and
         pay for all permits and licenses necessary for construction. Owner
         shall assist Design Builder, when necessary, in obtaining such permits
         and licenses. Design Builder shall pay all governmental charges and
         inspection fees necessary for the prosecution of the Construction,
         which are applicable on the date of this Agreement. The Owner is
         responsible for paying any and all utility company connection charges
         and/or capital costs related thereto.

         3.2.16 Design Builder's General Warranty and Guarantee

                .1 Design Builder warrants and guarantees to Owner that all
                Construction will be in accordance with the Contract Documents
                and will not be defective. This warranty shall be effective
                for a period of twelve months from the date of substantial
                completion and will cover all labor and materials to correct
                any deficiencies. The warranty contained in this Section
                3.2.16 shall be in addition to and separate from the process
                guarantee identified in Exhibit 3 of the Contract Documents.
                Design Builder's warranty and guarantee hereunder excludes
                defects or damage caused by:

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                   a. Abuse, modification or improper maintenance or operation
                      by persons other than Design/Builder, Subcontractors or
                      Suppliers; or

                   b. Normal wear and tear under normal usage.

                .2 Design Builder's obligation to perform and complete the
                Work in accordance with the Contract Documents shall be
                absolute. None of the following will constitute an acceptance
                of Work that is not in accordance with the Contract Documents
                or a release of Design Builder's obligation to perform the
                Work in accordance with the Contract Documents:

                   a. Observations by Owner:

                   b. The making of any progress or final payment;

                   c. The issuance of a certificate of Substantial Completion;

                   d. Use or occupancy of the Work or any part thereof by
                      Owner;

                   e. Any acceptance by Owner or any failure to do so;

                   f. Any review and approval of a Submittal;

                   g. Any inspection, test or approval by others; or

                   h. Any correction of DEFECTIVE Construction by Owner


         3.2.17 OPERATIONAL PHASE: During the Operations Phase, Design Builder
         shall:

              .1 Provide assistance in connection with the start-up,
              testing, refining and adjusting of any equipment or system.

              .2 Assist Owner in training staff to operate and maintain the
              Project.

              .3 Assist Owner in developing systems and procedures for
              control of the operation and maintenance of and record keeping
              for the Project.

         3.3 ADDITIONAL SERVICES

         3.3.1 The services described in this Paragraph 3.3 are not included in
         Basic Services unless so identified in Article 14, and they shall be
         paid for by the Owner as provided in this Agreement, in addition to the
         compensation for Basic Services. The services described in this
         Paragraph 3.3 shall be provided only if authorized or confirmed in
         writing by the Owner.

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         3.3.2 Making revisions in drawings, specifications, and other documents
         or electronic data when such revisions are required by the enactment or
         revision of codes, laws or regulations subsequent to the preparation of
         such documents or electronic data.

         3.3.3 Providing consultation concerning replacement of Work damaged by
         fire or other cause during construction, and furnishing services
         required in connection with the replacement of such Work.

         3.3.4 Providing services in connection with a public hearing,
         arbitration proceeding or legal proceeding, except where the Design
         Builder is a party thereto.

         3.3.5 Providing coordination of construction performed by the Owner's
         own forces or separate contractors employed by the Owner, and
         coordination of services required in connection with construction
         performed and equipment supplied by Owner.

         3.3.6 Submitting Construction Documents for review and approval by the
         Owner. Construction Documents may include drawings, specifications, and
         other documents and electronic data setting forth in detail the
         requirements for construction of the Work.

         3.3.7 Preparing a set of reproducible record documents or electronic
         data showing significant changes in the Work made during construction.

         3.3.8 Providing additional assistance for training personnel, preparing
         manuals or consulting during operation outside of the Scope of Basic
         Services.

         ARTICLE 4 - TIME

         4.1  Unless otherwise indicated, the Owner and the Design Builder
         shall perform their respective obligations as expeditiously as is
         consistent with reasonable skill and care and the orderly progress
         of the Project.

         4.2  Time limits stated in the Contract Documents are of the
         essence. The Work to be performed under this Agreement shall
         commence upon receipt of a Notice To Proceed unless otherwise
         agreed and, subject to authorized Modifications, Substantial
         Completion shall be achieved on or before the date established in
         Article 14.

         4.3  Substantial Completion is the stage in the progress of the
         Work when the Work or designated portion thereof is sufficiently
         complete in accordance with the Contract Documents so the Owner can
         occupy or utilize the Work for its intended use.

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         4.4  Based on the Design Builder's Scope of Services, a
         construction schedule shall be provided consistent with Paragraph
         4.2 above.

         4.5  If the Design Builder is delayed at any time in the progress of
         the Work by an act or neglect of the Owner, Owner's employees, or
         separate contractors employed by the Owner, or by changes ordered
         in the Work, or by labor disputes, fire, unusual delay in
         deliveries, adverse weather conditions not reasonably
         anticipatable, unavoidable casualties or other causes beyond the
         Design Builder's control, or by delay authorized by the Owner
         pending arbitration, or by other causes which the Owner and
         Design Builder agree may justify delay, then Contract Time shall
         be reasonably extended by Change Order.

         ARTICLE 5 - PAYMENTS

         5.1 PROGRESS PAYMENTS

         5.1.1 The Design Builder shall deliver to the Owner itemized
         Applications for Payment in such detail as indicated in Article 14.

              5.1.1.1 Application Shall be made on AIA forms G702 and G703
              or similar documents. Two percent retainage shall be held by
              the owner on up to fifty percent value of the completed work
              after which no retainage will be held.

         5.1.2 Within ten (10) days of the Owner's receipt of a properly
         submitted and correct Application for Payment, the Owner shall make
         payment to the Design Builder.

         5.1.3 The Application for Payment shall constitute a representation by
         the Design Builder to the Owner that the design and construction have
         progressed to the point indicated; the quality of Work covered by the
         application is in accordance with the Contract Documents; and the
         Design Builder is entitled to payment in the amount requested.

         5.1.4 Upon receipt of payment from the Owner, the Design Builder shall
         promptly pay the other design professionals and each contractor the
         amount to which each is entitled in accordance with the terms of their
         respective contracts.

         5.1.5 The Owner shall have no obligation under this Agreement to pay or
         to be responsible in any way for payment to another design
         professional, or a contractor performing portions of the Work.

         5.1.6 Neither progress payment nor partial or entire use or occupancy
         of the Project by the Owner shall constitute acceptance of Work not in
         accordance with the Contract Documents.

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         5.1.7 The Design Builder warrants that title to all construction
         covered by an Application for Payment will pass to the Owner no later
         than the time of payment. The Design Builder further warrants that upon
         submittal of an Application for Payment all construction for which
         payments have been received from the Owner shall be free and clear of
         liens, claims, security interests or encumbrances in favor of the
         Design Builder or any other person or entity performing construction at
         the site or furnishing materials or equipment relating to the
         construction.

         5.1.8 Upon compliance with the Process Guarantee, the Owner shall pay
         the Design Builder the retainage, if any, less the reasonable cost to
         correct or complete incorrect or incomplete Work. Final payment of such
         withheld sum shall be made upon correction or completion of such Work.

         5.2. FINAL PAYMENT

         5.2.1 When the Work has been completed and the contract fully
         performed, the Design Builder shall submit a final application for
         payment to the Owner, who shall make final payment within ten (10) days
         of receipt.

         5.2.2 The making of final payment shall constitute a waiver of claims
         by the Owner except those arising from:

              5.2.2.1 liens, claims, security interests or encumbrances
              arising out of the Contract and unsettled;

              5.2.2.2 failure of the Work to comply with the requirements of
              the Contract Documents; or

              5.2.2.3 terms of special warranties required by the Contract
              Documents

         5.2.3 Acceptance of final payment shall constitute a waiver of all
         claims by the Design Builder except those previously made in writing
         and identified by the Design Builder as unsettled at the time of final
         Application for Payment.

         5.3 INTEREST PAYMENTS

         5.3.1 Payments due to the Design Builder under this Agreement which are
         not paid when due shall bear interest from the date due at the rate
         specified in Article 13, or in the absence of a specified rate, at the
         legal rate prevailing where the Project is located.

         ARTICLE 6 - PROTECTION OF PERSONS AND PROPERTY

         6.1  The Design Builder shall be responsible for initiating,
         maintaining and providing supervision of safety precautions and
         programs in connection with the performance of this Agreement.

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         6.2  The Design Builder shall take reasonable precautions for the
         safety of, and shall provide reasonable protection to prevent
         damage, injury or loss to: (1) employees on the Work and other
         persons who may be affected thereby; (2) the Work and materials
         and equipment to be incorporate therein, whether in storage on
         or off the site, under care, custody, or control of the Design
         Builder or the Design Builder's contractors; and (3) other
         property at or adjacent thereto, such as trees, shrubs, lawns,
         walks, pavements, roadways, structures and utilities not
         designated for removal relocation, or replacement in the course
         of construction.

         6.3  The Design Builder shall give notices and comply with applicable
         laws, ordinances, rules, regulations and lawful orders of public
         authorities bearing on the safety of persons or property or their
         protection from damage, injury or loss.

         6.4  The Design Builder shall promptly remedy damage and loss (other
         than damage or loss insured under property insurance provided or
         required by the Contract Documents) to property at the site
         caused in whole or in part by the Design Builder, a contractor
         of the Design Builder or anyone directly or indirectly employed
         by any of them, or by anyone for whose acts they may be liable.

         ARTICLE 7 - INSURANCE AND BONDS

         7.1 PERFORMANCE, PAYMENT AND OTHER BONDS

         7.1.1 If it is required by the Primary Lender, Design Builder shall
         furnish performance and payment Bonds, each in an amount at least equal
         to the Contract Price as security for the faithful performance and
         payment of all Design Builder's obligations to furnish, provide and pay
         for Construction and related materials under the Contract Documents.
         These Bonds shall remain in effect at least until one year after the
         date when final payment becomes due, except as provided otherwise by
         Laws or Regulations or by the Contract Documents. Design Builder shall
         also furnish such other Bonds as are required by Article 14. All Bonds
         shall be in the form prescribed by the Contract Documents except as
         provided otherwise by Laws or Regulations, and shall be executed by
         such sureties as are named in the current list of "Companies Holding
         Certificates of Authority as Acceptable Surety Companies" as published
         in Circular 570 (amended) by the Audit Staff, Bureau of Government
         Financial Operations, U.S. Treasury Department. All Bonds signed by an
         agent must be accompanied by a certified copy of such agent's authority
         to act. The cost of the performance and payment bonds shall be paid by
         the Owner.

         7.1.2 If the surety on any Bond furnished by Design Builder is declared
         bankrupt or becomes insolvent or its right to do business is terminated
         in any state where any part of the Project is located or it ceases to
         meet the requirements of paragraph 7.1.1, Design Builder shall within
         thirty days thereafter substitute another Bond and surety meeting the
         requirements of paragraphs 7.1.1 and 7.9.

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         7.2 DESIGN/BUILDER'S LIABILITY INSURANCE

         7.2.1 Design Builder shall purchase from and maintain, in a company or
         companies lawfully authorized to do business in the jurisdiction in
         which the Project is located, such insurance as will protect the Owner
         and Design Builder from claims set forth below which may arise out of
         or result from operations under this Agreement by the Design Builder.

              7.2.1.1 Claims under workers' compensation, disability
              benefits and other similar employee benefit acts;

              7.2.1.2 Claims for damages because of bodily injury,
              occupational sickness or disease, or death of Design Builder's
              employees;

              7.2.1.3 Claims for damages because of bodily injury, sickness
              or disease, or death of any person other than Design Builder's
              employees;

              7.2.1.4 Claims for damages insured by customary personal
              injury liability coverage which are sustained (i) by any
              person as a result of an offense directly or indirectly
              related to the employment of such person by Design Builder, or
              (ii) by any other person for any other reason;

              7.2.1.5 Claims for damages, other than to the Work itself,
              because of injury to or destruction of tangible property
              wherever located, including loss of use resulting therefrom;
              and

              7.2.1.6 Claims for damages because of bodily injury or death
              of any person or property damage arising out of the ownership,
              maintenance or use of any motor vehicle.

         7.2.2 The policies of insurance required by paragraph 7.2.1 shall:

              7.2.2.1 With respect to insurance required by paragraphs
              7.2.1.3 through 7.2.1.6 inclusive, include as additional
              insureds Owner and any other persons or entities indicated in
              Article 14, all of whom shall be listed as additional
              insureds, and include coverage for the respective officers and
              employees of all such additional insureds;

              7.2.2.2 Include at least the specific coverages and be written
              for not less than the limits of liability provided in
              7.2.2.2.a through 7.2.2.2.c or required by Laws or
              Regulations, whichever is greater;

                   a. Worker's Compensation under Paragraph 7.2.1.1 of the
                      General Conditions:

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                      1.  State:                              Statutory
                      2.  Applicable Federal:                 Statutory
                      3.  Employer's Liability:               $500,000

                   b. Design Builder's General Liability (under paragraphs
                      7.2.1.2 through 7.2.1.6) which shall include
                      completed operations and product liability coverages.

                      1. General Aggregate:
                         (Except Products - Completed Operations)
                                                              $2,000,000

                      2. Products - Completed Operations Aggregate
                                                              $2,000,000

                      3. Personal and Advertising Injury
                         (Per Person/Organization)            $1,000,000

                      4. Each Occurrence
                         (Bodily Injury and Property Damages)
                                                              $1,000,000,

                      5. Property Damage liability insurance will provide
                         Explosion, Collapse and Underground coverages
                         where applicable.

                      6. Excess Liability

                         General Aggregate                    $5,000,000
                         Each Occurrence                      $5,000,000

                   c. Automobile Liability:
                      Combine Single
                      Limit (Bodily Injury and Property Damage)
                                                              $1,000,000

              7.2.2.3  include completed operations insurance;

              7.2.2.4 Include contractual liability insurance covering
              Design Builder's indemnity obligations under paragraphs
              3.2.11, 3.2.12 and 11.4;

              7.2.2.5 Contain a provision or endorsement that the coverage
              afforded will not be cancelled, materially changed or renewal
              refused until at least 30 days prior written notice has been
              given to Owner and each other additional insured indicated in
              Article 14 to whom a certificate of insurance has been issued
              (and

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<PAGE>

              the certificates of insurance furnished by the Design Builder
              pursuant to paragraph 7.9.2 will so provide);

              7.2.2.6. Remain in effect at least until final payment and at all
              times thereafter when Design Builder may be correcting, removing
              or replacing DEFECTIVE Construction in accordance with Article 9;
              and

              7.2.2.7 With respect to completed operations insurance, and any
              other insurance coverage written on a claims-made basis, this
              insurance shall remain in effect for at least one year after
              final payment.

         7.3 OWNER'S LIABILITY INSURANCE

         7.3.1 The Owner shall be responsible for purchasing and maintaining the
         Owner's General, Auto and Workmen's Compensation liability insurance.
         Optionally, the Owner may purchase and maintain other insurance for
         self-protection against claims which may arise from operations under
         this Agreement. The Design Builder shall not be responsible for
         purchasing and maintaining this optional Owner's liability insurance
         unless specifically required by the Contract Documents.

         7.4 PROPERTY INSURANCE

         7.4.1 Unless otherwise provided in Article 14, Owner shall purchase and
         maintain property insurance upon the Construction at the Site in the
         amount of the full replacement cost thereof (subject to deductible
         amounts not exceeding $5000 per occurrence. This insurance will:

              7.4.1.1 Include the interests of Owner, Design/Builder,
              Subcontractors, and any other persons or entities indicated in
              the Supplementary Conditions, each of whom is deemed to have
              an insurable interest and shall be listed as an insured or
              additional insured;

              7.4.1.2 Be written on a Builder's Risk "all-risk" or open
              peril or special causes of loss policy form that shall at
              least include insurance for physical loss and damage to the
              Construction, temporary buildings, falsework and all materials
              and equipment in transit, and shall insure against at least
              the following perils or causes of loss: fire, lightning,
              extended coverage, theft, vandalism and malicious mischief,
              earthquake, collapse, debris removal, demolition occasioned by
              enforcement of Laws and Regulations, water damage, and such
              other perils or causes of loss as may be specifically required
              by the Supplementary Conditions;

              7.4.1.3 Include expenses incurred in the repair or replacement
              of any insured property (including but not limited to fees and
              charges of engineers and design professionals);

                                       15

<PAGE>

              7.4.1.4 Cover materials and equipment stored at the Site or at
              another location that was agreed to in writing by Owner prior
              to being incorporated in the Construction, provided that such
              materials and equipment have been included in an Application
              for Payment approved by Owner;

              7.4.1.5 Be maintained in effect until final payment is made
              unless otherwise agreed to in writing by Owner and
              Design/Builder with thirty days written notice to each other
              additional insured to whom a certificate of insurance has been
              issued; and

              7.4.1.6 Allow partial utilization in accordance with paragraph
              7.8.

         7.4.2 BOILER AND PRESSURE VESSEL INSURANCE.

              7.4.2.1 At the appropriate time during the construction
              period, the Owner shall purchase and maintain Broad Coverage
              Insurance for equipment such as boilers, other pressure
              vessels, hot water boilers, fired storage water heaters, fired
              coil water heaters, unfired pressure vessels, machinery, and
              similar equipment or objects, which are provided under the
              Contract for this Work and which may not be covered under
              other insurances. The insurance shall be in accordance with
              State Laws. Such coverage shall, as a minimum, insure against
              loss or damages, including death or bodily injury, from
              explosion, rupture, or bursting of the equipment piping and
              normally covered appurtenances or other similar hazards
              peculiar to the particular equipment or object.

              7.4.2.2 The policy shall name the Owner, the Design/Builder,
              all Subcontractors and lower tier Sub-subcontractors as joint
              insured.

              7.4.2.3 The insurance shall be placed into effect prior to the
              testing, use or start up of any equipment of object provided
              under the Contract. The Design/Builder shall notify the Owner
              or insurance agent in ample time prior to testing or startup
              of the object to permit any required inspections.

              7.4.2.4 The policy, shall cover, as a minimum, (1) loss to
              property of the insured, including extra costs of temporary
              repair (2) death or bodily injury liability, including
              defense, settlement and supplementary payments, and (3)
              property damage liability including defense, settlement and
              supplementary payments. The minimum limits shall be $1,000,000
              per occurrence.

              7.4.2.5 After acceptance of the Work, or upon occupancy by the
              Owner, the Owner will provide pressure vessel insurance. Owner
              will purchase and maintain boiler, machinery and other
              property insurance as indicated in paragraph 7.4.

                                       16

<PAGE>

              7.4.2.6 Entities deemed to have an insurable interest shall be
              listed as an insured or additional insured.

         7.4.3 All the policies of insurance (and the certificates or other
         evidence thereof) required to be purchased and maintained by Owner in
         accordance with paragraph 7.4 will contain a provision or endorsement
         that the coverage afforded will not be cancelled or materially changed
         or renewal refused until at least 30 days' prior written notice has
         been given to Design Builder and to each other additional insured to
         whom a certificate of insurance has been issued and will contain waiver
         provisions in accordance with paragraph 7.5.1.

         7.4.4. Owner shall not be responsible for purchasing and maintaining
         any property insurance to protect the interests of Design Builder,
         Subcontractors, Supplies, Engineers or others in the Work to the extent
         of any deductible amounts. The risk of loss within such identified
         deductible amount, will be borne by Design Builder, Subcontractor or
         others suffering any such loss and if any of them wishes property
         insurance coverage within the limits of such amounts, each may purchase
         and maintain it at the purchaser's own expense.

         7.5 WAIVER OF RIGHTS

         7.5.1 Owner and Design Builder intend that all policies purchased in
         accordance with paragraph 7.4 will protect Owner, Design Builder,
         Engineers, Subcontractors, and all other individuals or entities
         indicated in Article 14 to be listed as insured or additional insureds
         in such policies and will provide primary coverage for all losses and
         damages caused by the perils or causes of loss covered thereby. All
         such policies shall contain provisions to the effect that in the event
         of payment of any loss or damage the insurers will have no rights of
         recovery against any of the insureds or additional insureds thereunder.
         Owner and Design Builder waive all rights against each other and their
         respective officers, directors, employees and agents for all losses and
         damages caused by, arising out of or resulting from any of the perils
         or causes of loss covered by such policies and any other property
         insurance applicable to the Work; and, in addition, waive all such
         rights against Subcontractors, Suppliers, Engineers and all other
         individuals or entities indicated in the Supplementary Conditions to be
         listed as insureds or additional insureds under such policies for
         losses and damages so caused. None of the above waivers shall extend to
         the rights that any party making such waiver may have to the proceeds
         of insurance held by Owner as trustee or otherwise payable under any
         policy so issued. In addition, Owner waives all rights against Design
         Builder, Subcontractors, Engineers and Suppliers and the officers,
         directors, employees and agents of any of them for business
         interruption, loss of use of Owner's property and any other
         consequential damages caused by, arising out of or resulting from any
         of such insured perils or causes of loss or any other peril or cause of
         loss whether or not insured.

                                       17

<PAGE>

         7.6 RECEIPT AND APPLICATION OF PROCEEDS

         7.6.1 Any insured loss under the policies of insurance required by
         paragraph 7.4 will be adjusted with Owner and made payable to Owner as
         fiduciary for the insureds, as their interests may appear, subject to
         the requirements of any applicable mortgage clause and of paragraph
         7.6.2. Owner shall deposit in a separate account any money so received,
         and shall distribute it in accordance with such agreement as the
         parties in interest may reach. If no other special agreement is reached
         the damaged Work shall be repaired or replaced, the moneys so received
         applied on account thereof and the Work and the cost thereof covered by
         an appropriate Change Order or Written Amendment.

         7.6.2 Owner as fiduciary shall have power to adjust and settle any loss
         with the insurers unless one of the parties in interest shall object in
         writing within fifteen days after the occurrence of loss to Owner's
         exercise of this power. If such objection be made, Owner as fiduciary
         shall make settlement with the insurers in accordance with such
         agreement as the parties in interest may reach. If no such agreement
         among the parties in interest is reached, Owner as fiduciary shall
         adjust and settle the loss with the insurers and, if required in
         writing by any party in interest, Owner as fiduciary shall give bond
         for the proper performance of such duties.

         7.7 ACCEPTANCE OF BONDS AND INSURANCE; OPTION TO REPLACE

         7.7.1 If either party has any objection to the coverage afforded by or
         other provisions of the Bonds or insurance required to be purchased and
         maintained by the other party in accordance with Article 7 on the basis
         of their not complying with the Contract Documents, the objecting party
         shall so notify the other party in writing within ten days after
         receipt of the certificates. Owner and Design Builder shall each
         provide to the other such additional information in respect of
         insurance provided as the other may reasonably request. If either party
         does not purchase or maintain all of the Bonds and insurance required
         of such party by the Contract Documents, such party shall notify the
         other party in writing of such failure to purchase prior to the start
         of the Work, or of such failure to maintain prior to any change in the
         required coverage. Without prejudice to any other right or remedy, the
         other party may elect to obtain equivalent Bonds or insurance to
         protect such other party's interests at the expense of the party who
         was supposed to provide such coverage, and a Change Order or Written
         Amendment shall be issued to adjust the Contract Price accordingly.

         7.8 PARTIAL UTILIZATION - PROPERTY INSURANCE

         7.8.1 If Owner finds it necessary to occupy or use a portion or
         portions of the Work prior to Substantial Completion of all the
         construction, such use or occupancy may be accomplished; provided that
         no such use or occupancy shall

                                       18

<PAGE>

         commence before the insurers providing the property insurance have
         acknowledged notice thereof and in writing effected any changes in
         coverage necessitated thereby. The insurers providing the property
         insurance shall consent by endorsement on the policy or policies,
         but the property insurance shall not be cancelled or permitted to
         lapse on account of any such partial use or occupancy.

         7.9 LICENSED SURETIES AND INSURERS; CERTIFICATES OF INSURANCE

         7.9.1 All Bonds and insurance required by the Contract Documents to be
         purchased and maintained by Owner or Design Builder shall be obtained
         from surety or insurance companies that are duly licensed or authorized
         in the jurisdiction in which the Project is located to issue Bonds or
         insurance policies for the limits and coverage's so required. Such
         surety and insurance companies shall also meet such additional
         requirements and qualifications as may be provided in Article 14.

         7.9.2 Design Builder shall deliver to Owner, with copies to each
         additional insured indicated in Article 14, certificates of insurance
         (and other evidence of insurance requested by Owner or any other
         additional insured) which Design/Builder is required to purchase and
         maintain in accordance with paragraph 7.2.1. Owner shall deliver to
         Design Builder, with copies to each additional insured indicated in
         Article 14, certificates of insurance (and other evidence of insurance
         requested by Design Builder or any other additional insured) which
         Owner is required to purchase and maintain in accordance with
         paragraphs 7.4.1 and 7.4.2.

         ARTICLE 8 - CHANGES IN THE WORK

         8.1 CHANGES

         8.1.1 Changes in the Work may be accomplished after execution of this
         Agreement, without invalidating this Agreement, by Change Order,
         Construction Change Directive, or order for a minor change in the Work,
         subject to the limitations stated in the Contract Documents.

         8.1.2 A Change Order shall be based upon agreement between the Owner
         and the Design Builder; a Construction Change Directive may be issued
         by the Owner without the agreement of the Design Builder; an order for
         a minor change in the Work may be issued by the Design Builder alone.

         8.1.3 Changes in the Work shall be performed under applicable
         provisions of the Contract Documents, and the Design Builder shall
         proceed promptly, unless otherwise provided in the Change Order,
         Construction Change Directive, or order for a minor change in the Work.

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<PAGE>

         8.1.4 If unit prices are stated in the Contract Documents or
         subsequently agreed upon, and if quantities originally contemplated are
         so changed in a proposed Change Order or Construction Change Directive
         that application of such unit prices to quantities of Work proposed
         will cause substantial inequity to the Owner or the Design Builder, the
         applicable unit prices shall be equitably adjusted.

         8.2 CHANGE ORDERS

         8.2.1 A Change Order is a written instrument prepared by the Design
         Builder and signed by the Owner and the Design Builder, stating their
         agreement upon all of the following:

              .1  a change in the Work

              .2  the amount of the adjustment, if any, in the Contract Sum;
                  and

              .3  the extent of the adjustment, if any, in the Contract Time.

         8.2.2 If the Owner requests a proposal for a change in the Work from
         the Design Builder and subsequently elects not to proceed with the
         change, a Change Order shall be issued to reimburse the Design Builder
         for any costs incurred for estimating services, design services or
         preparation of proposed revisions to the Contract Documents.

         8.3 CONSTRUCTION CHANGE DIRECTIVES

         8.3.1 A Construction Change Directive is a written order prepared and
         signed by the Owner, directing a change in the Work prior to agreement
         on adjustment, if any, in the Contract Sum or Contract Time, or both.

         8.3.2 Except as otherwise agreed by the Owner and the Design Builder,
         the adjustment to the Contract Sum shall be determined on the basis of
         reasonable expenditures and savings of those performing the Work
         attributable to the change, including the expenditures for design
         services and revisions to the Contract Documents. In such case, the
         Design Builder shall keep and present an itemized accounting together
         with appropriate supporting data for inclusion in a Change Order.
         Unless otherwise provided in the Contract Documents, costs for these
         purposes shall be limited to the following:

              .1 costs of labor, including social security, old age
                 and unemployment insurance, fringe benefits required
                 by agreement or custom, and workers' compensation
                 insurance;

              .2 costs of materials, supplies and equipment, including
                 cost of transportation, whether incorporated or
                 consumed;

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<PAGE>

              .3 rental costs of machinery and equipment exclusive of
                 hand tools, whether rented from the Design Builder or
                 others;

              .4 costs of premiums for all bonds and insurance permit
                 fees, and sales, use or similar taxes;

              .5 additional costs of supervision and field office
                 personnel directly attributable to the change; and
                 fees paid to other design professionals.

         8.3.3 Pending final determination of cost to the Owner, amounts not in
         dispute may be included in Applications for Payment. The amount of
         credit to be allowed by the Design Builder to the Owner for deletion or
         change which results in a net decrease in the Contract Sum and Contract
         Time, such agreement shall be effective immediately and shall be
         recorded by preparation and execution of an appropriate Change Order.

         8.4 MINOR CHANGES IN THE WORK

         8.4.1 The Design Builder shall have authority to make minor changes in
         the Construction Documents and construction consistent with the intent
         of the Contract Documents when such minor changes do not involve
         adjustment in the Contract Sum or extension of the Contract Time. The
         Design Builder shall promptly inform the Owner, in writing, of minor
         changes in the Construction Documents and construction.

         8.5 CONCEALED CONDITIONS

         8.5.1 If conditions are encountered at the site which are (1)
         subsurface or otherwise concealed physical conditions which differ
         materially from those indicated in the Contract Documents, or (2)
         unknown physical conditions of an unusual nature which differ
         materially from those ordinarily found to exist and generally
         recognized as inherent in construction activities of the character
         provided for in the Contract Documents, then notice by the observing
         party shall be given to the other party promptly before conditions are
         disturbed and in no event later than 21 days after first observance of
         the conditions. The Contract Sum shall be equitably adjusted for such
         concealed or unknown conditions by Change Order upon claim by either
         party made within 21 days after the claimant becomes aware of the
         conditions.

         8.6 REGULATORY CHANGES

         8.6.1 The Design Builder shall be compensated for changes in the
         construction necessitated by the enactment or revisions of codes, laws
         or regulations subsequent to the submission of the Design Builder's
         Proposal.

                                       21

<PAGE>

         ARTICLE 9 - CORRECTION OF WORK

         9.1  The Design Builder shall promptly correct Work rejected by the
              Owner or known by the Design Builder to be defective or
              failing to conform to the requirements of the Contract
              Documents, whether observed before or after Substantial
              Completion and whether or not fabricated, installed or
              completed. The Design Builder shall bear costs of correcting
              such rejected Work, including additional testing and
              inspections.

         9.2  If, within one (1) year after the date of Substantial
              Completion of the Work or, after the date for commencement of
              warranties established in a written agreement between the
              Owner and the Design Builder, or by terms of an applicable
              special warranty required by the Contract Documents, any of
              the Work is found to be not in accordance with the
              requirements of the Contract Documents, the Design Builder
              shall correct it promptly after receipt of a written notice
              from the Owner to do so unless the Owner has previously given
              the Design Builder a written acceptance of such condition.

         9.3  Nothing contained in this Article 9 shall be construed to
              establish a period of limitation with respect to other
              obligations which the Design/Builder might have under the
              Contract Documents. Establishment of the time period of one
              (1) year as described in Subparagraph 9.2 relates only to the
              specific obligation of the Design Builder to correct the Work,
              and has no relationship to the time within which proceedings
              may be commenced to establish the Design Builder's liability
              with respect to the Design Builder's obligations other than
              specifically to correct the Work.

         9.4  If the Design Builder fails to correct nonconforming Work as
              required or fails to carry out Work in accordance with the
              Contract Documents, the Owner, by written order signed
              personally or by an gent specifically so empowered by the
              Owner in writing, may order the Design Builder to stop the
              Work, or any portion thereof, until the cause for such order
              has been eliminated; however, the Owner's right to stop the
              Work shall not give rise to a duty on the part of the Owner to
              exercise the right for benefit of the Design Builder or other
              persons or entities.

         9.5  If the Design Builder defaults or neglects to carry out the
              Work in accordance with the Contract Documents and fails
              within fourteen (14) days after receipt of written notice from
              the Owner to commence and continue correction of such default
              or neglect with diligence and promptness, the Owner may give a
              second written notice to the Design Builder and, fourteen (14)
              days following receipt by the Design Builder of that second
              written notice and without prejudice to other remedies the
              Owner may have, correct such deficiencies. In such case an
              appropriate

                                       22

<PAGE>

                  Change Order shall be issued deducting from
                  payments then or thereafter due the Design Builder, the costs
                  of correcting such deficiencies. If the payments then or
                  thereafter due the Design Builder are not sufficient to cover
                  the amount of the deduction, the Design Builder shall pay the
                  difference to the Owner. Such action by the Owner shall be
                  subject to dispute resolution procedures as provided in
                  Article 10.

ARTICLE 10 - DISPUTE RESOLUTION - MEDIATION AND ARBITRATION

         10.1 Claims, disputes or other matters in question between the
              parties to this Agreement arising out of or relating to this
              Agreement or breach thereof shall be subject to and decided by
              mediation or arbitration. Such mediation or arbitration shall
              be conducted in accordance with the Construction Industry
              Mediation or Arbitration Rules of the American Arbitration
              Association currently in effect.

         10.2 In addition to and prior to arbitration, the parties shall
              endeavor to settle disputes by mediation. Demand for mediation
              shall be filed in writing with the other party to this
              Agreement and with the American Arbitration Association. A
              demand for mediation shall be made within a reasonable time
              after the claim, dispute, or other matter in question has
              arisen. In no event shall the demand for mediation be made
              after the date when institution of legal or equitable
              proceedings based on such claim, dispute or other matter in
              question would be barred by the applicable statutes or repose
              or limitations.

         10.3 Demand for arbitration shall be filed in writing with the
              other party to this Agreement and with the American
              Arbitration Association. A demand for arbitration shall be
              made within a reasonable time after the claim, dispute or
              other matter in question has arisen. In no event shall the
              demand for arbitration be made after the date when institution
              of legal or equitable proceedings based on such claim, dispute
              or other matter in question would be barred by the applicable
              statutes of repose or limitations.

         10.4 An arbitration pursuant to this Article may be joined with an
              arbitration involving common issues of law or fact between the
              Design Builder and any person or entity with whom the Design
              Builder has a contractual obligation to arbitrate disputes. No
              other arbitration arising out of or relating to this Agreement
              shall include, by consolidation, joinder or in any other
              matter, an additional person or entity not a party to this
              Agreement or not a party to an agreement with the Design
              Builder, except by written consent containing a specific
              reference to this Agreement signed by the Owner, the Design
              Builder and any other person or entities sought to be joined.
              Consent to arbitration involving an additional person or
              entity shall not constitute consent to arbitration of any
              claim, dispute or other matter in question not described in
              the written consent or with a person or entity not

                                       23

<PAGE>
             named or described therein. The foregoing agreement to
             arbitrate and other agreements to arbitrate with and additional
             person or entity duly consented to by the parties to this
             Agreement shall be specifically enforceable in accordance with
             applicable law in any court having jurisdiction thereof.

         10.5 The award rendered by the arbitrator or arbitrators shall be
              final, and judgment may be entered upon it in accordance with
              applicable law in any court having jurisdiction thereof. Any
              and all arbitration or mediation hearings shall be held in
              Sioux Falls, SD.

         ARTICLE 11 - MISCELLANEOUS PROVISIONS

         11.1 Unless otherwise provided, this Agreement shall be governed by
              the law of the place where the Project is located.

         11.2 RELATED CONSTRUCTION OF SITE

         11.2.1 Owner may perform other Work related to the Project at the Site
         by Owner's own forces, or let other direct contracts therefore or have
         other work performed by utility owners. If the fact that such other
         work is to be performed was not noted in the Conceptual Documents then
         (i) written notice thereof will be given to Design Builder prior to
         starting any such other work and (ii) Design Builder may make a claim
         therefore as provided in Article 8 if Design Builder believes that such
         performance will involve additional expense to Design Builder or
         requires additional time and the parties are unable to agree as to the
         amount or extent thereof.

         11.2.2 Design Builder shall afford each other contractor who is a party
         to such a direct contract and each utility owner (and Owner, if Owner
         is performing the additional work with Owner's employees) proper and
         safe access to the Site and a reasonable opportunity for the
         introduction and storage of materials and equipment and the execution
         of such other work and shall properly connect and coordinate the
         Construction with theirs. Unless otherwise provided in the Contract
         Documents, Design Builder shall do all cutting, fitting and patching of
         the Work that may be required to make its several parts come together
         properly and integrate with such other work. Design Builder shall not
         endanger any work of others by cutting, excavating or otherwise
         altering their work with the written consent of Owner and the others
         whose work will be affected. The duties and responsibilities of Design
         Builder under this paragraph are for the benefit of such utility owners
         and other contractors to the extent that there are comparable
         provisions for the benefit of Design Builder in said direct contracts
         between Owner and such utility owners and other contractors.

         11.2.3 If the proper execution or results of any part of Design
         Builder's Work depends upon work performed or services provided by
         others under this

                                       24

<PAGE>

         paragraph 11.2, Design Builder shall inspect such other work and
         appropriate instruments of service and promptly report to Owner in
         writing any delays, defects of deficiencies in such other work or
         services that render it unavailable or unsuitable for the proper
         execution and results of Design Builder's Work. Design Builder's
         failure so to report will constitute an acceptance of such other work
         as fit and proper for integration with Design Builder's Work except for
         latent or nonapparent defects and deficiencies in such other work.

         11.2.4 Coordination

              11.2.4.1 If Owner contracts with others for the performance of
              other work on the Project at the Site, the following will be
              set forth in Article 14:

                  a. The individual or entity who will have authority and
                     responsibility for coordination of the activities among
                     the various prime contractors will be identified;

                  b. The specific matters to be covered by such authority and
                     responsibility will be itemized; and

                  c. The extent of such authority and responsibilities will be
                     provided.

              11.2.4.2 Unless otherwise provided in Article 14, Owner shall
              have sole authority and responsibility in respect of such
              coordination.

         11.3 CLAIMS FOR DAMAGES

         11.3.1 If either party to this Agreement suffers injury or damage to
         person or property because of an act or omission of the other party, of
         any of the other party's employees or agents, or of others for whose
         acts such party is legally liable, written notice of such injury or
         damage, whether or not insured, shall be given to the other party
         within a reasonable time not exceeding 21 days after first observance.
         The notice shall provide sufficient detail to enable the other party to
         investigate the matter. If a claim of additional cost or time related
         to this claim is to be asserted, it shall be filed in writing.

         11.4 INDEMNIFICATION

         11.4.1 To the fullest extent permitted by law, the Design Builder shall
         indemnify and hold harmless the Owner, Owner's consultants, and agents
         and employees of any of them from and against claims, damages, losses
         and expenses, including but not limited to attorney's fees, arising out
         of or resulting from performance of the Work, provided that such claim,
         damage, loss or expense is attributable to bodily injury, sickness,
         disease or death, or to injury to or destruction of tangible property
         (other than the Work itself) including loss of use resulting therefrom,
         but only to the extent caused in whole or in part by negligent

                                       25

<PAGE>

         acts or omissions of the Design Builder, anyone directly or indirectly
         employed by the Design Builder or anyone for whose acts the Design
         Builder may be liable. Such obligation shall not be construed to
         negate, abridge, or reduce other rights or obligations of indemnity
         which would otherwise exist as to a party or person described in
         this Paragraph 11.4.

         11.4.2 To the fullest extent permitted by law, the Owner shall
         indemnify and hold harmless the Design Builder, Design Builder's
         consultants, and agents and employees of any of them from and against
         claims, damages, losses and expenses, including but not limited to
         attorney's fees, arising out of or resulting from performance of the
         Work, provided that such claim, damage, loss or expense is attributable
         to bodily injury, sickness, disease or death, or to injury to or
         destruction of tangible property (other than the Work itself) including
         loss of use resulting therefrom, but only to the extent caused in whole
         or in part by negligent acts or omissions of the Owner, anyone directly
         or indirectly employed by the Owner or anyone for whose acts the Owner
         may be liable. Such obligation shall not be construed to negate,
         abridge, or reduce other rights or obligations of indemnity which would
         otherwise exist as to a party or person described in this Paragraph
         11.4.

         11.4.3 In claims against any person or entity indemnified under this
         Paragraph 11.4 by an employee of the Design Builder, anyone directly or
         indirectly employed by the Design Builder or anyone for whose acts the
         Design Builder may be liable, the indemnification obligation under this
         Paragraph 11.4 shall not be limited by a limitation on amount or type
         of damages, compensation or benefits payable by or for the Design
         Builder under worker's compensation acts, disability benefit acts or
         other employee benefit acts.

         11.5 SUCCESSORS AND ASSIGNS

         11.5.1 The Owner and Design Builder, respectively, bind themselves,
         their partners, successors, assigns and legal representatives to the
         other party to this Agreement and to the partners, successors and
         assigns of such other party with respect to all covenants of this
         Agreement. Neither the Owner nor the Design Builder shall assign this
         Agreement without the written consent of the other. The Owner may
         assign this Agreement to any institutional lender providing
         construction financing, and the Design Builder agrees to execute all
         consents reasonably required to facilitate such an assignment. If
         either party makes such an assignment, that party shall nevertheless
         remain legally responsible for all obligations under this Agreement,
         unless otherwise agreed by the other party.

         11.6 EXTENT OF AGREEMENT

         11.6.1 This Agreement represents the entire agreement between the Owner
         and the Design Builder and supersedes prior negotiations,
         representations or

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<PAGE>

         agreements, either written or oral. This Agreement may be amended only
         by written instrument and signed by both the Owner and the Design
         Builder.

         ARTICLE 12 - TERMINATION OF THE AGREEMENT

         12.1 TERMINATION BY THE OWNER

         12.1.1 This Agreement may be terminated by the Owner upon 14 days'
         written notice to the Design Builder in the event that the Project is
         abandoned. If such termination occurs, the Owner shall pay the Design
         Builder for Work completed and for proven loss sustained upon
         materials, equipment, tools, and construction equipment machinery,
         including reasonable profit and applicable damages.

         12.1.2 If the Design Builder defaults or persistently fails or neglects
         to carry out the Work in accordance with the Contract Documents or
         fails to perform the provisions of this Agreement, the Owner may give
         written notice that the Owner intends to terminate this Agreement. If
         the Design Builder fails to correct the defaults, failure or neglect
         within fourteen (14) days after being given notice, the Owner may then
         give a second written notice and, after an additional fourteen (14)
         days the Owner may without prejudice to any other remedy terminate the
         employment of the Design Builder and take possession of the site and of
         all materials, equipment and finish the Work by whatever method the
         Owner may deem expedient. If the unpaid balance of the Contract Sum
         exceeds the expense of finishing the Work and all damages incurred by
         the Owner, such excess shall be paid to the Design Builder. If the
         expense of completing the Work and all damages incurred by the Owner
         exceeds the unpaid balance, the Design Builder shall pay the difference
         to the Owner. This obligation for payment shall survive termination of
         this Agreement.

         12.2 TERMINATION BY THE DESIGN/BUILDER

         12.2.1 If the Owner fails to make payment when due, the Design Builder
         may give written notice of the Design Builder's intention to terminate
         this Agreement. If the Design Builder fails to receive payment within
         fourteen (14) days after receipt of such notice by the Owner, the
         Design Builder may give a second written notice and, fourteen (14) days
         after receipt of such second written notice by the Owner, may terminate
         this Agreement and recover from the Owner payment for Work executed and
         for proven losses sustained upon materials, equipment, tools, and
         construction equipment and machinery, including reasonable profit and
         applicable damages.

         ARTICLE 13 - BASIS OF COMPENSATION

         The Owner shall compensate the Design Builder in accordance with
         Article 5, Payments, and the other provisions of this Agreement as
         described below.

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         13.1 COMPENSATION

         13.1.1 For the Design Builder's performance of the Work, as described
         in Paragraph 3.2 and including any other services listed in Article 14
         as part of Basic Services, the Owner shall pay the Design Builder in
         current funds the Contract Sum as follows:

         Forty Five Million Seven Hundred Fifty Thousand Dollars
         ($45,750,000.00). This price includes sales and excise tax and will
         remain valid as long as construction is started by June 1, 2002. A
         Start date after that time will cause the price to be reviewed and
         adjusted accordingly.

         13.1.2 For Additional Services, as described in Paragraph 3.3 and
         including any other services listed in Article 14 as Additional
         Services, compensation shall be at a negotiated price.

         13.2 REIMBURSABLE EXPENSES

         13.2.1 Reimbursable Expenses are in addition to the compensation for
         Basic and Additional Services, and include actual expenditures made by
         the Design Builder and the Design/Builder's employees and contractors
         in the interest of the Project.

         13.2.2 FOR REIMBURSABLE EXPENSES, compensation shall be a multiple of
         (1.1) times the amounts expended.

         13.3 INTEREST PAYMENTS

         13.3.1 The rate of interest for past due payments shall be as follows:

         (1.5%) one and one half percent per month.

         ARTICLE 14 - OTHER CONDITIONS AND SERVICES

         14.1 The Basic Services to be performed shall be commenced on issuance
              of Notice to Proceed and, subject to authorized adjustments and
              to delays not caused by the Design Builder, Substantial
              Completion shall be achieved in Fourteen(14) months following
              the start of Concrete work.

         14.2 The Basic Services beyond those described in Article 3 are as
              follows:.

         None

         14.3 Additional Services beyond those described in Article 3 are as
              follows:

         None

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         14.4 The Design Builder shall submit an Application for Payment on the
              tenth (10) day of each month.

         14.5 The Design Builders Exhibits include the following documents:

         Title                                                      Date
         -----                                                      ----

Exhibit 1   Schedule of Contract Values consisting           (to be furnished)
            of 2 pages

Exhibit 2   Licensing Agreement for Ethanol Production
            Process

Exhibit 2A  List of Licensors Technology to be transferred
            consisting of 1 page

Exhibit 2B  Confidentiality and Non Disclosure
            agreement consisting of 6 pages to the
            Licensing Agreement (Exhibit 2)

Exhibit 3   Process Guarantee consisting of 1 page              2/09/2001

Exhibit 4   Notice to Proceed consisting of 1 page

Exhibit 5   Schedule of Value Details consisting of 3 pages  (to be furnished)


         14.6 OTHER CONDITIONS

         14.6.1 An initial payment of three hundred thousand dollars ($300,000)
         for permitting and preliminary design shall become due and payable at
         the signing of this agreement.

         14.6.2 The design Builder shall have authority to coordinate the work
         of Utility and Railroad workers.

         14.6.3 Owner will apply for and receive any applicable state sales or
         use tax refunds. Design Builder will assist the Owner in compiling
         necessary documentation.

         14.6.4 The Process Guarantee, attached as Exhibit 3, shall be met
         within 90 days following the date of Substantial Completion.

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<PAGE>


         14.6.5 Owner hereby authorizes Design Builder to act as its agent to
         execute Purchase Orders for the Owner for the direct purchase of
         process items and budget account 900 items throughout the duration of
         the Contract.

NO OTHER CONDITIONS ARE NEITHER EXPRESSED NOR IMPLIED OTHER THAN THOSE STATED
ABOVE.

IN WITNESS WHEREOF, OWNER and DESIGN BUILDER have signed this Agreement in
duplicate. One counterpart each has been delivered to OWNER and DESIGN BUILDER.
All portions of the Contract Documents have been signed, initialed or identified
by OWNER and DESIGN BUILDER.

This Owner - Design Builder Agreement will be effective on the day and year
first written above.


OWNER:  Great Plains Ethanol, LLC              DESIGN BUILDER:
                                               Broin and Associates, Inc.

By:  _____________________________             By:  __________________________

Name:  Darrin Ihnen                            Name:  Robert Broin
Title: Chairman                                Title: President



         [CORPORATE SEAL]                              [CORPORATE SEAL]




Attest:  __________________________            Attest:  _______________________


Address for giving notices:                    Address for giving notices:

Great Plains Ethanol, LLC                      Broin and Associates, Inc.
P.O. Box 172                                   2209 East 57th Street North
Lennox, SD  57039                              Sioux Falls, SD  57104

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