Exhibit
10.10


[Yaggy Colby 


Associates
Logo]


March 22, 2007


Steve Roe, General Manager


Akron Riverview Corn Processors


c/o Little Sioux Corn Processors, LP


4808 F Avenue


Marcus, Iowa  51035


RE:         Proposal
for Profession Services


Akron Riverview Corn Processors


Akron,
Iowa


Dear Steve:


In response to
your request, Yaggy Colby Associates is pleased to present you with this
proposal for professional services as they relate to select water issues
associated with the above project.  Based
on your inquiries, it is apparent you would like Yaggy Colby Associates to
assist with the following:


1.             NPDEA General Permit
#2 (Storm Water Permit for Construction Activities)


2.             NPDES Discharge
Permit for Blowdown


3.             Potable Water Supply


4.             Domestic Wastewater


5.             Process Water System
and Permitting


For each of the
above tasks, Yaggy Colby Associates proposes the following scope of services:


1.             NPDES General Permit
#2


·                  Prepare public
notice


·                  Publish public
notice in two local newspapers


·                  Prepare notice
of intent


·                  Prepare pollution
prevention plan


·                  Prepare and
submit IDNR storm water application permit package


·                  Prepare
and submit pollution prevention plan to owner including instructions,
inspection sheets, contractor sign up sheet and erosion control plan


2.             NPDES Discharge Permit


·                  Review potential
discharge locations with owner


·                  Coordinate with
water treatment equipment supplier and process engineer


·                  Utilize water
balance information from equipment supplier/process engineer to develop water
use design


·                  Prepare
and submit NPDES discharge application


3.             Potable Water Supply


·                  Work with owner
and the City of Akron / Rural Water


·                  Provide
utility hook ups as part of Phase 2 Utility Drawings (Fagen)













·                  Transmission
design between the site and the City would be included in the domestic
wastewater plan sheets


4.             Domestic Wastewater


·                  Work with owner
and the City of Akron to determine service locations


·                  Provide plans
and specifications for service connections (assume approximately one mile of
sanitary sewer)


·                  Provide
quantities tabulation


·                  Provide
Interferace with Fagen Phase II Utilities


5.             Process Water system
and Permitting


·                  Coordinate with
US Water and ICM regarding water needs


·                  Coordinate with
well drillers


·                  Coordinate with
water treatment equipment supplier on water needs


·                  Prepare
and submit IDNR water use permit application


The above work is
based on several assumptions including no off site water design and any
additional survey work will be supplied by others.  Yaggy Colby Associates proposes to provide
the above scope of services on an hourly rate basis with an estimated fee as
follows:


	
  1.

  	
   

  	
  NPDES
  General Permit #2

  	
   

  	
  $

  	
  3,500

  	
   

  
	
  2.

  	
   

  	
  NPDES
  Discharge Permit

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  3.

  	
   

  	
  Potable
  Water Supply

  	
   

  	
  $

  	
  750

  	
   

  
	
  4.

  	
   

  	
  Domestic
  Wastewater

  	
   

  	
  $

  	
  6,500

  	
   

  
	
  5.

  	
   

  	
  Process Water System
  and Permitting

  	
   

  	
  $

  	
  5,500

  	
   

  



 


Yaggy Colby
Associates proposes the above scope of services on an hourly rate basis with
estimated fees as follows:


	
  1.

  	
   

  	
  Design survey of
  Parcel 1 and 2 - $10,100

  	
   

  
	
  2.

  	
   

  	
  Design survey of
  all 3 - $12,100

  	
   

  
	
  3.

  	
   

  	
  Land survey of
  all parcels - $6,500

  	
   

  



 


Should conditions
arise such that the above fee estimate would be exceeded, a cost proposal will
be submitted for your approval.


Returning a signed
copy of this proposal with an authorized signature will be adequate approval
for Yaggy Colby Associates to proceed.  A
copy of the firm’s Standard Terms and Conditions is attached and made a part of
this proposal.


Please feel free
to call with any questions.


Sincerely,


 


	
  /s/ Thomas K. Madden

  	
   

  
	
   

  
	
  Thomas K.
  Madden, PE

  
	
  Project Engineer

  



 


enclosures


AUTHORIZATION


Yaggy Colby
Associates is authorized to proceed with Scope of Services outlined in this
letter.


	
  /s/ Stephen G. Roe

  	
   

  	
  3-27-06

  	
   

  
	
  Authorized
  Signature

  	
   

  	
  Date

  



 



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YAGGY COLBY ASSOCIATES (YCA)


TERMS AND
CONDITIONS


ARTICLE 1 –PAYMENT TO YCA


1.01        Other Provisions
Concerning Payments


A.            Preparation
of Invoices.  Invoices will be
prepared monthly in accordance with YAGGY COLBY ASSOCIATES’ standard invoicing
practices and will be submitted to OWNER by YCA, unless otherwise agreed.  The amount billed in each invoice will be
calculated as set forth in Proposal.


B.            Payment of
Invoices.  Invoices are due
and payable upon receipt.  If OWNER fails
to make any payment due YCA for services and expenses within 30 days after
receipt of their invoice therefore, the amounts due YCA will be increased at
the rate of 1.5% per month (or the maximum rate of interest permitted by law,
if less.)  In addition, YCA may after
giving seven days written notice to OWNER, suspend services under this
Agreement until YCA has been paid in full all amounts due for services,
expenses, and other related charges. 
Design professionals shall not have any liability whatsoever to the
client for any costs or damages as a result of such suspension caused by any
breach of this Agreement by the Client. 
Payments will be credited first to interest and then to principal.


C.            As required by the
Construction Lien Law, YCA hereby notifies Owner that persons or companies furnishing
labor or materials for the construction on Owner’s land may have lien rights on
Owner’s land and buildings if not paid.


D.            Disputed
Invoices.  If the Client
objects to any portion of an invoice, the Client shall so notify the Design
Professional in writing within 30 calendar days of receipt of the invoice.  The Client shall identify the specific cause
of the disagreement and shall pay when due that portion of the invoice not in
dispute.  Interest as stated shall be
paid by the client on all disputed invoiced amounts resolved in the Design
Professional’s favor and unpaid for more than 30 calendar days after date of
submission.


E.             Payments
Upon Termination.  In the
event of any termination under Paragraph 2.04, YCA will be entitled to invoice
OWNER and will be paid in accordance with Proposal for all services performed
or furnished and all Reimbursable Expenses incurred through the effective date
of termination.


ARTICLE 2 – GENERAL
CONSIDERATIONS


2.01                        Standards
of Performance


A.            The standard of care for
all professional services and related services performed or furnished by YAGGY
COLBY ASSOCIATES under this Agreement will be the care and skill ordinarily
used by members of their profession practicing under similar circumstances at
the same time and in the same locality. 
YCA makes no warranties, expressed or implied, under this Agreement or
otherwise, in connection with their services.


B.            YCA shall perform or
furnish professional services and related services in phases of the Project to
which this Agreement applies.  YCA shall
serve as OWNER’s prime professional for the Project.  YCA may employ such Subconsultants as they
deems necessary to assist in the performance or furnishing of the
services.  YCA shall not be required to
employ any Subconsultant unacceptable to them.


C.            YCA and OWNER will
endeavor to comply with applicable Laws or regulations.  This Agreement is based on these requirements
as of its Effective Date.  Changes to
these



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requirements after
the Effective Date of this Agreement may be the basis for modifications to
OWNER’s responsibilities or to YCA’s scope of services, times of performance,
or compensation.


E.             OWNER shall be
responsible for, and YCA may rely upon, the accuracy and completeness of all
requirements, programs, instructions, reports, data, and other information
furnished by OWNER to TCA pursuant to this Agreement.  YCA may use such requirements, reports, data,
and information in performing or furnishing services under this Agreement.


F.             OWNER shall make
decisions and carry out its other responsibilities in a timely manner and shall
bare all costs incident thereto so as not to delay the services of YCA.


2.02                        Use of
Documents


A.            All Documents are
instruments of service in respect to this Project, and YAGGY COLBY ASSOCIATES
shall retain an ownership and property interest therein (including the right of
reuse at the discretion of YCA) whether or not the Project is completed.


B.            Copies of Documents
that may be relied upon by OWNER are limited to the printed copies (also known
as hard copies) that are signed or sealed by YCA.  Files in electronic media format of text,
data, graphics, or of other types that are furnished by YCA or OWNER are only
for convenience of OWNER.  Any conclusion
or information obtained or derived from such electronic files will be at the
user’s sole risk.


C.            OWNER may make, and
retain, and reuse copies of Documents for information and reference in
connection with use on the Project by OWNER with written permission from
YCA.  Such Documents are not intended or
represented to be suitable for reuse by OWNER or others on extensions of
Project or on any other project.  Any
such reuse or modification without written verification or adaptation by YCA,
as appropriate for the specific purpose intended, will be at OWNER’s sole risk
and without liability or legal exposure to YCA or to its Subconsultants.  OWNER shall indemnify and hold harmless YCA
and its Subconsultants from all claims, damages, losses, and expenses,
including attorneys’ fees arising out of or resulting therefrom.


D.            If there is a
discrepancy between the electronic files and the hard copies, the hard copies
govern.


2.03                        Insurance


A.            YAGGY COLBY ASSOCIATES
shall procure and maintain Professional Liability, General Liability, Workers
Compensation, and Automotive Liability which are applicable to the Project.


B.            OWNER shall procure
and maintain General Liability or Property Insurance policies which are
applicable to the Project.


2.04                        Termination


A.            The obligation to
provide further services under this Agreement may be terminated.


1.             For cause, by
either party upon 30 days written notice in the event of substantial failure by
the other party to perform in accordance with the terms hereof through no fault
of the terminating party.


2.             For
convenience, by OWNER effective upon the receipt of notice by YCA.



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2.05        Dispute Resolution


A.            OWNER and YAGGY COLBY
ASSOCIATES agree to negotiate all disputes between them in good faith for a
period of 30 days from the date of notice, prior to exercising their rights
under provisions of this Agreement, or under law.


B.            Mediation – In an
effort to resolve any conflicts that arise during the design or construction of
the project or following the completion of the project, the Client and the
Design Professional agree that all disputes between them arising out of or
relating to this Agreement shall be submitted to nonbonding mediation unless
the parties mutually agree otherwise. 
The Client and the Design Professional further agree to include a similar
mediation provision in all agreements with independent contractors and
consultants retained for the project and to require all independent contractors
and consultants also to include a similar mediation provision in all agreements
with subcontractors, subconsultants, suppliers or fabricators so retained,
thereby providing mediation as the primary method for dispute resolution
between the parties to those agreements.


2.05                        Hazardous
Environmental Condition


A.            OWNER represents to
YAGGY COLBY ASSOCIATES that to the best of its knowledge, a Hazardous
Environmental Condition does not exist.


B.            OWNER has disclosed to
the best of its knowledge to YCA the existence of all Asbestos, PCB’s
Petroleum, Hazardous Waste, or Radioactive Material located at or near the
Project site, including type, quantity, and location.


C.            It is acknowledged by
both parties that YCA’s scope of services does not include any services related
to asbestos or hazardous or toxic materials. 
In the event the Design Professional or any other party encounters
asbestos or hazardous or toxic materials at the jobsite, or should it become
known in any way that such materials may be present at the jobsite or any
adjacent areas that may affect the performance of the Design Professional’s
services, the Design Professional may, at his or her option and without
liability for consequential or any other damages, suspend performance of
services on the project until the Client retains appropriate specialist
consultants or contractors to identify, abate and/or remove the asbestos or
hazardous toxic materials, and warrant that the jobsite is in full compliance
with applicable laws and regulations.


D.            The Client agrees,
notwithstanding any other provision of this Agreement, to the fullest extent
permitted by law, defend, to indemnify and hold harmless the Design
Professional, his or her officers, partners, employees, agents and consultants
from and against any and all claims, suits, demands, liabilities, losses, or
costs, including reasonable attorneys’ fees and defense costs, resulting or
accruing to any and all persons, firms, and any other legal entity, caused by,
arising out of or in any way connected with the detection, presence, handling,
removal, abatement, or disposal of any asbestos or hazardous toxic substances,
products or materials that exist on, about or adjacent to the jobsite, whether
liability arises under breach of contract or warranty, tort, including
negligence, strict liability or statutory liability or any other cause of
action.


2.07        Allocation of Risk


A.            Indemnification


1.             To the fullest extent
permitted by law, YAGGY COLBY ASSOCIATES shall indemnify and hold harmless
OWNER, OWNER’s officers, directors, partners, and employees from and against
any and all costs, losses, and damages (including but not limited to all fees
and charges of engineers, architects, attorneys, and other professions, and all
court or arbitration or other dispute resolution costs) caused solely by the
negligent acts or omissions of YCA or its officers,



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directors,
partners, employees in the performance and furnishing of YCA’s services under
this Agreement.


2.             To the fullest extent
permitted by law, OWNER shall indemnify and hold harmless YCA, its officers,
directors, partners, employees, and Subconsultants from and against any and all
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) caused solely by the negligent
acts or omissions of OWNER or OWNER’s officers, directors, partners, employees,
and OWNER’s Consultants with respect to this Agreement or the Project.


3.             To the fullest extent
permitted by law, YCA’s total liability to OWNER and anyone claiming by,
through, or under OWNER for any cost, loss, or damages caused in part by the
negligence of YCA and in part by the negligence of OWNER or any other negligent
entity or individual, shall not exceed the percentage share that YCA’s
negligence bears to the total negligence of OWNER, YCA, and all other negligent
entities and individuals.



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