<PAGE>

                                TEAMING AGREEMENT
                                     BETWEEN
                                   FAGEN, INC.
                                       AND
                                    ICM, INC.


This Agreement (the "Agreement"), dated _________________, sets forth the
mutual understanding and intent of Fagen, Inc., a Minnesota corporation
("Fagen"), and ICM, Inc., a Kansas corporation ("ICM"), regarding their joint
pursuit of contracts in the Continental United States to engineer, procure and
construct dry mill ethanol plants, and to develop enhanced methods of design,
procurement and construction for use on such projects. The Appendices to this
Agreement are incorporated by reference herein.

1.       PARTIES

1.1      AFFILIATES. Fagen and ICM (collectively, the "Parties" and
         individually, a "Party") intend that their Affiliates be bound by this
         Agreement. The Parties acknowledge that they do not intend to cause or
         use their Affiliates to frustrate the purposes hereof by establishing
         or using separate affiliates to pursue Potential Projects outside the
         framework of this Agreement. However, either Party may use its
         Affiliates in the pursuit and completion of Potential Projects under
         this Agreement.

1.2      THIRD PARTIES. On certain Approved Projects it may be desirable to add
         third parties (a "Third Party") to the project team. With the mutual
         consent of both Parties, a Third Party may be included as part of the
         project team.

1.3      DEFINITIONS.

         "Affiliate" refers to any individual, partnership, corporation or other
         entity that directly or indirectly controls or is controlled by or is
         under common control with a Party.

         "Approved Project" refers to any Potential Project that the Executive
         Committee has agreed the Parties will jointly pursue and the Owner has
         executed a Letter of Intent.

         "Awarded Project" refers to any Approved Project that has been awarded
         to the Parties.

         "Person" refers to any natural person, partnership, corporation or
         other entity.

         "Potential Project" means any project which a Party or a Third Party
         refers to the Operations Committee for consideration to become an
         Approved Project.

         "Project Team" refers to a group of individuals selected to manage a
         particular project by the Operations Committee.

2.       PURPOSE

2.1      Fagen and ICM confirm that they are entering into the relationship set
         forth in this Agreement for the sole and limited purpose of preparing
         and submitting proposals for Approved Projects (the "Proposals"),
         performing contracts for Awarded Projects, and pursuing certain
         activities to enhance the Parties' joint competitiveness in the ethanol
         industry Design-Build contracting business, as further set forth in
         this Agreement.

2.2      Nothing contained in this Agreement shall be construed as creating a
         corporation, partnership, joint stock company, business trust, joint
         venture, whether incorporated or not, involving the Parties. This
         Agreement shall not limit the activities of each of them or their
         respective Affiliates in carrying on their respective business or
         businesses for their own benefit, unless specifically prohibited
         hereunder.


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2.3      Nothing contained in this Agreement shall be construed as creating any
         fiduciary relationship of any nature between the Parties; provided,
         however, that the Parties shall always act in good faith toward each
         other.

2.4      Neither Party shall have the authority or right, nor shall either Party
         hold itself out as having the authority or right, to assume, create or
         undertake any obligation of any kind whatsoever, expressed or implied,
         on behalf of or in the name of the other Party without the express
         prior written consent of the other Party.

2.5      If the Parties agree to pursue a Potential Project, each Party
         undertakes to cooperate with the other Party and to negotiate for the
         purpose of agreeing to and executing a legally binding project
         agreement ("Project Agreement") for such Approved Project prior to the
         submission of any Proposal pursuant to which each of the Parties agrees
         to participate in the Approved Project. It is the present intention
         that the Project Agreement may provide for the formation of a limited
         liability company, limited partnership, joint venture or consortium to
         proceed with the work or may create a prime contractor-subcontractor
         relationship.

2.6      It is the Parties' intent to pursue the design, procurement and
         construction of the Approved Projects exclusively with each other and
         their Affiliates in accordance with the terms of this Agreement.

3.       ADMINISTRATION

3.1      ESTABLISHMENT OF COMMITTEES. The overall business commitment of each
         Party under this Agreement shall be the responsibility of the
         "Executive Committee" which shall be comprised of two persons from each
         Party. Overall management, leadership, day-to-day administration of
         this Agreement, direction of the preparation of Proposals and
         completion of Awarded Projects shall be the responsibility of the
         "Operations Committee" which shall be comprised of two persons from
         each Party. At least one person from each Party shall be common to both
         the Executive Committee and the Operations Committee. Each Party may
         change its representatives by written notice to each other. Each person
         shall be entitled to one vote on each committee, and all decisions of
         each Committee shall be unanimous. To facilitate decision making, a
         party may bring to an Executive Committee or Operations Committee
         meeting such non-voting advisory personnel as the party deems
         appropriate, subject to the consent of the other party, which consent
         shall not be unreasonably withheld.

3.1.1    The initial Executive Committee representatives are:

               FAGEN, INC.                                          ICM, INC.
               -----------                                          ---------

         Ron Fagen                                            Dave VanderGriend
         Daryl Gillund                                        Jeff Roskam

3.1.2    The initial Operations Committee representatives are:

               FAGEN, INC.                                          ICM, INC.
               -----------                                          ---------

         Ron Fagen                                            Dave VanderGriend
         Daryl Gillund                                        Jeff Roskam

3.2      EXECUTIVE COMMITTEE. The Executive Committee shall have the overall
         power to administer this Agreement, direct the actions of the
         Operations Committee, and to resolve disputes of the Operations
         Committee. The Executive Committee shall meet as necessary, but not
         less than quarterly, to determine matters related to this Agreement.
         The Executive Committee may hold, and any representative may
         participate in, a meeting by means of conference telephone or similar
         communications equipment that enables all representatives participating
         in the meeting to hear each other. One representative from each Party
         shall constitute a quorum.


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3.2.1    The duties and responsibilities of the Executive Committee include:

         - To review and approve overall policies and procedures prepared by the
           Operations Committee;
         - To review and approve the business plans prepared by the Operations
           Committee;
         - To settle disputes not resolved by the Operations Committee;
         - To define, from time to time, the scope of projects the Parties
           desire to pursue;
         - To determine which Potential Projects to pursue;
         - To approve a project price; and
         - To take any other action the Executive Committee deems appropriate.

3.3      OPERATIONS COMMITTEE. The Operations Committee shall meet as necessary,
         but not less than monthly, to determine matters related to this
         Agreement as directed by the Executive Committee. The Operations
         Committee may hold, and any representative may participate in, a
         meeting by means of conference telephone or similar communications
         equipment that enables all representatives participating in the meeting
         to hear each other. One representative from each Party shall constitute
         a quorum.

3.3.1    The Operations Committee shall have the following authority and
         responsibilities and such additional authority and responsibility as
         delegated by the Executive Committee. The Operations Committee may
         further delegate these duties and responsibilities to a project
         management committee pursuant to a Project Agreement. The initial
         duties and responsibilities of the Operations Committee include:

         - To oversee selection and approve the members of a Project Team;
         - To appoint a project executive;
         - To prepare an overall business plan for operations pursuant to this
           Agreement for approval by the Executive Committee;
         - To prepare overall policies and procedures for approval by the
           Executive Committee;
         - To establish limits of authority for marketers and contract
           negotiators;
         - To discuss identified Potential Projects and make recommendations
           to the Executive Committee;
         - To allocate resources to Approved and Awarded Projects;
         - To determine the best method of proceeding with Approved and Awarded
           Projects;
         - To approve project policies and procedures; and
         - To oversee execution of Awarded Projects.

4.       PROJECT PURSUIT

4.1      IDENTIFICATION OF PROJECTS. The Executive Committee shall establish and
         maintain a description of the type of project opportunities the Parties
         desire to pursue jointly. If a Party learns of a project within such
         description, then such Party shall refer the project to the Operations
         Committee as a Potential Project. The Parties shall provide each other
         with all relevant information and all leads and suggestions obtained
         through each Party's contacts in the ethanol industry. This Agreement
         shall not apply to the following:

         - A Project that a Party can demonstrate was underway prior to the date
           of this Agreement.
         - A Project for which a confidentially agreement prevents disclosure.

4.2      PURSUIT OF PROJECTS. The Operations Committee shall review which
         Potential Projects to pursue within this Agreement. Within 15 days
         after referral of a Potential Project by a Party or a Third Party, the
         Operations Committee shall determine by unanimous vote whether to make
         a favorable recommendation to the Executive Committee to pursue the
         Potential Project. The Executive Committee will have an additional 15
         days to make its decision. Unless delayed by agreement of


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         the Parties, if within 30 days after referral, the Executive Committee
         does not elect to pursue the referred Potential Project, either Party
         may pursue the Potential Project on its own or with others. If ICM
         elects not to pursue a Potential Project, Fagen will be granted a
         Limited License to use ICM's Confidential Data for a mutually
         agreeable fee.

4.3      LIMITS OF AUTHORITY. Upon approval of a Potential Project (an "Approved
         Project"), the Operations Committee shall establish the terms of
         participation by the Parties in the Approved Project. Neither Party
         will be allowed to withdraw from the Approved Project without the
         consent of the other unless it becomes necessary to exceed such terms
         of participation in order to obtain the Approved Project. Either Party
         may then elect to withdraw from the Approved Project.

4.4      PROJECT AGREEMENT. After designation of a project as an Approved
         Project, the Operations Committee shall approve a Project Agreement for
         the specified Approved Project which, among other things, shall
         establish the entity (the "Project Entity") to be used by the Parties
         for the purpose of designing, procuring and constructing the Approved
         Project if a contract is awarded. Approval of the Operations Committee
         will be required for participation by a Third Party in the Project
         Entity. If the Parties cannot agree upon an acceptable Project
         Agreement for an Approved Project, then either Party may elect to
         withdraw from the Approved Project and the Parties may thereafter
         pursue the project on their own or with others.

5.       DEVELOPMENT COSTS

         Prior to the execution of an applicable Project Agreement for an
         Approved Project, all costs and expenses incurred by the Parties with
         respect to an Approved Project and this Agreement shall be borne by the
         Party incurring such costs and expenses. The Project Agreement will
         provide for handling of such costs in the event the Parties' Proposal
         is accepted and a contract is awarded.

6.       CONFIDENTIALITY

6.1      DATA. To the extent of their respective rights and abilities to do so,
         the Parties shall exchange such information and data as are reasonably
         required of each to perform its part of this Agreement and any Project
         Agreement. All technical information, information systems, and
         confidential business information received from a Party under this
         Agreement, disclosed and designated to be confidential or proprietary
         whether in hard copy or electronic form (hereinafter called
         "Confidential Data"), shall not be disclosed to other Persons except as
         provided herein. After five (5) days prior notice to the other Party, a
         Party may disclose Confidential Data of the other Party on a need to
         know basis (i) to an employee of a Party or its Affiliates and (ii)
         subject to a confidentiality agreement to a subcontractor or supplier
         or prospective subcontractor or supplier. The restrictions on the
         disclosure of Confidential Data shall not apply to the extent such
         data: (a) were in the public domain at the time of the disclosure or
         later came under the public domain; (b) were known to the receiving
         Party at the time of the disclosure; (c) are authorized for disclosure
         by the written approval of the transmitting Party; (d) are lawfully
         derived by the receiving Party from a source other than the disclosing
         Party without restriction as to the use or disclosure of the data; or,
         (e) are independently developed by the receiving Party without recourse
         to any proprietary data provided under this Agreement. The Parties
         shall not be restricted in any way from releasing information in
         response to a subpoena, court order, or legal process, but shall notify
         the other Party of the demand for information before responding to such
         demand. The foregoing restrictions shall cease to apply five years
         after the expiration of this Agreement.

6.2      EXISTENCE OF THIS AGREEMENT. The Parties agree not to make a formal
         announcement or to disclose the existence of this Agreement without
         prior approval of the Executive Committee. Without disclosing the terms
         of this Agreement, promotional materials may be created for use in the
         promotion of ethanol industry Design-Build contracting services and
         such materials may be provided to prospective customers, either
         individually or through a form of distribution.


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7.       OTHER ACTIVITIES

The Operations Committee may appoint appropriate personnel from the Parties to
one or more committees to investigate, review and develop process integration or
process improvement methods for project controls, estimating, materials
management, engineering deliverables or such other matters as they deem
appropriate.

8.       PERSONNEL EXCHANGE AND TRAINING

8.1      TRAINING. Each Party agrees to notify the other of in-house training
         programs and opportunities that may be available for employees of the
         other Party.

8.2      PERSONNEL EXCHANGE. The Operations Committee shall endeavor to
         integrate personnel between the Parties as appropriate to enhance
         project implementation, project profitability, or to meet other
         mutually agreed objectives.

9.       TERM  & TERMINATION

9.1      TERMINATION. The term of this Agreement shall commence as of the date
         hereof, and shall continue for a period of one year, at which time it
         shall be automatically extended for successive one year terms, unless
         either Party hereto terminates this Agreement at the end of any one
         year term by giving written notice to the other Party at least thirty
         (30) days prior to the expiration of such one year term.

9.2      EFFECT OF TERMINATION. Unless otherwise mutually agreed, upon
         expiration or termination of this Agreement (a) all Potential or
         Approved Projects for which the Parties have not submitted a Proposal
         shall cease to be joint projects and any Party shall be free to pursue
         any of such Potential or Approved Projects, either alone or in
         cooperation with others, and (b) all Approved Projects for which
         Proposals have been submitted shall continue to be pursued as joint
         projects in accordance with the applicable terms of this Agreement and
         any applicable Project Agreement. The expiration or termination of this
         Agreement shall have no effect upon any Project Entity organized in
         accordance with any Project Agreement executed pursuant to this
         Agreement.

10.      PARENT COMPANY GUARANTEES

         Each Party shall provide to the other a guarantee of its and its
         Affiliates' obligations under this Agreement and any Project
         Implementation Agreement in a form mutually agreeable to the Parties
         and their respective corporate counsels. The Parties agree to exchange
         annually their audited financial statements. Each Party agrees to
         promptly inform the other of any material adverse change in its
         financial condition since the date of any audited financial statement
         furnished hereunder.

11.      WAIVER OF CONSEQUENTIAL DAMAGES

         To the fullest extent permitted by law, neither Party nor its
         Affiliates shall be liable to the other Party or its Affiliates for any
         special, indirect, exemplary, punitive or consequential damages arising
         out of this Agreement or any Project Agreement, regardless of how the
         same may be caused, including the fault, negligence, strict liability,
         breach of contract, or liability arising by statute of either Party.

12.      ASSIGNMENT

         This Agreement shall not be assigned by a Party without written consent
         of the other Party, except that a Party may assign its interest to such
         Party's Affiliate. This Agreement shall be binding upon and inure to
         the benefit of the Parties' successors and assigns.


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13.      INSURANCE

         The Parties will provide and maintain insurance in the manner described
         in the Project Agreement.

14.      ADDITION OF THIRD PARTIES

         No third party shall become a party to this Agreement without the prior
         written consent of all Parties. Upon the mutual agreement of both
         Parties, a third party may be added to a Project Agreement.

15.      DISPUTE RESOLUTION

         The Executive Committee shall attempt to settle amicably any dispute or
         difference of any kind whatsoever, arising out of or in connection with
         the validity or invalidity, construction, execution, meaning, operation
         or effect or breach of this Agreement. If the Executive Committee does
         not promptly do so, such dispute or difference shall be referred to the
         Parties' respective CEOs (or equivalents) who shall meet together with
         a view to resolving the same within a period of not more than 30 days
         from the date of the submission. If the Parties' respective CEOs are
         unable to amicably resolve such dispute or difference within such 30
         days, then the Parties agree to proceed to mediation under the
         Construction Industry Mediation Rules of the American Arbitration
         Association (AAA) and to conclude such mediation within sixty (60) days
         of the filing by a Party of a request to AAA for mediation. Mediation
         shall take place at the offices of AAA in Omaha, Nebraska or at such
         other location as the Parties may agree. Each Party will pay its own
         costs, plus an equal share of the cost of the mediator and mediation
         facilities.

         If a dispute between the Parties to this Agreement cannot be resolved
         by mediation within sixty (60) days as agreed to above, then the
         Parties shall submit the dispute to binding arbitration. AAA under its
         Construction Industry Arbitration Rules shall administer the
         Arbitration Proceedings. One or more arbitrators shall be appointed in
         accordance with said Rules. Such arbitration shall be held at the
         offices of AAA in Omaha, Nebraska, or at such other location as the
         Parties may agree, and conducted in the English Language. Discovery
         will be strictly limited: (i) each Party will promptly produce to the
         other all relevant and non-privileged documents for inspection and
         copying; and (ii) each Party will promptly submit written reports of
         its testifying expert witnesses to the other Party, and permit the
         other Party reasonable opportunity to depose such expert witnesses. No
         further discovery will be permitted unless the arbitrator(s) requires
         otherwise, for good cause shown. The decision of the arbitration
         tribunal shall be rendered in writing and shall be final and binding
         upon the Parties. Judgment upon the award rendered may be entered by
         either Party and enforced in any court having competent jurisdiction.
         The Parties shall share the procedural costs of the arbitration equally
         unless the arbitrator(s) decides otherwise. Each Party shall pay its
         own attorney's fees and costs incurred by it relating to the
         arbitration unless the arbitrator(s) decides otherwise. The
         arbitrator(s) shall have the authority to allow the joinder of any
         Affiliate of Fagen and/or any Affiliate of ICM, to consolidate claims
         of Fagen and its Affiliates and ICM and its Affiliates into a single
         arbitration proceeding, and to order that claims and disputes under
         this Agreement be resolved in other pending dispute resolution
         proceedings involving Fagen or its Affiliates and ICM or its
         Affiliates, as determined in the discretion of the arbitrator(s).
         Disputes under this Agreement that are resolved in other pending
         dispute resolution proceedings, where such resolution has been ordered
         by the arbitrator(s), shall be binding on the Parties as fully as if
         decided by arbitration under this Agreement. This agreement is subject
         to the Federal Arbitration Act, 9 U.S.C.>>1-16.

         Pending resolution of such dispute or difference and without prejudice
         to their rights, the Parties shall continue to respect all their
         obligations and to perform all their duties under this Agreement and
         any Project Agreement.

16.      ASSIGNMENT OF PERSONNEL TO AWARDED PROJECTS


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         Individuals assigned to Awarded Projects pursuant to this Agreement or
         a Project Agreement shall remain the employees of the assigning Party
         for purposes of salary payments, employee benefits and payment of
         Worker" Compensation insurance premiums.

17.      ENGINEERING AND CONTRATOR'S LICENSES

         The Project Agreement will provide a project arrangement that best
         allows use of the licenses of the Parties for engineering and
         construction work in accordance with the law of the jurisdiction of the
         Awarded Project.

18.      RECORD KEEPING AND RETENTION

         The Operations Committee shall designate a location for storage of
         Awarded Project records, and shall develop a record retention policy.

19.      INTELLECTUAL PROPERTY

         Each Party shall retain all of its rights to any intellectual property
         developed, utilized, or modified in the performance of this Agreement
         or any Project Agreement. If the Parties jointly conceive of any
         discovery, invention, or other intellectual property in connection with
         this Agreement, the Parties shall jointly own such intellectual
         property.

20.      NOTICE PROVISIONS

         Communication required by this Agreement shall be in writing, signed by
         an authorized representative of the Party giving notice, and shall be
         delivered either by: (i) personal delivery; (ii) registered or
         certified mail, return receipt requested or its equivalent where
         mailed; (iii) facsimile, with receipt confirmed; or (iv) overnight
         courier service, addressed to the Party for whom intended at the
         following address:

                  To ICM:      ICM, Inc.
                               310 N. First Street
                               P.O. Box 397
                               Colwich, KS 67030
                               (316) 796-0900             (Office)
                               (316) 796-0570             (Fax)

                  To Fagen:    Fagen, Inc.
                               501 West Highway 212
                               P.O. Box 159
                               Granite Falls, MN 56241
                               (320) 564-3324             (Office)
                               (320) 564-3278             (Fax)

                  or at such other address as the intended recipient previously
                  has designated by written notice to the other Party. Unless
                  otherwise provided in this Agreement, notice by registered or
                  certified mail shall be effective on the date it is officially
                  recorded as delivered, or refused, by return receipt or
                  equivalent, or next business day if sent by couriers. All
                  communications delivered in person or sent by facsimile shall
                  be deemed to have been delivered to and received by the
                  addressee on the date of personal delivery or on the date
                  sent, respectively.

21.      GOVERNING LAW

         The laws of the State of Nebraska shall govern this Agreement.


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22.      AMENDMENT AND MODIFICATION

         No change, amendment or modification of this Agreement shall be valid
         or binding upon the Parties unless such change, amendment or
         modification shall be in writing and duly executed by both Parties.

         The Parties hereto have executed this Agreement on the dates indicated
         below effective as of the date first above written.


FAGEN, INC.



By: _________________________________       By: _______________________________
Title: ______________________________       Title: ____________________________




ICM, INC.



By: _________________________________       By: _______________________________
Title: ______________________________       Title: ____________________________



















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