UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                            For the fiscal year ended
                            -------------------------
                                November 30, 2005

                             Commission file number
                             ----------------------
                                   333-121321

                       GREEN PLAINS RENEWABLE ENERGY, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Iowa                                     84-1652107
      ----------------------------                    -------------------
      (State or other jurisdiction                       (IRS Employer
           of incorporation)                          Identification No.)

9635 Irvine Bay Court, Las Vegas, Nevada 89147           (702) 524-8928 
----------------------------------------------   -------------------------------
  (Address of principal executive offices)       (Registrant's telephone number,
                                                       including area code)



         Securities registered pursuant to Section 12(g) of the Act:

         Title of each class           Name of each exchange on which registered
         -------------------           -----------------------------------------
    Common Stock, $.001 par value                         None

         Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

         Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ ][No [X]

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates (i.e., does not include directors, executive officers or
ten percent stockholders identified in Item 12 hereof) of the issuer as of
February 15, 2006 was: There is no trading market for the issuer's securities.

         As of January 31, 2006, the registrant had 4,220,990 shares of common
stock outstanding.


<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.

                       TABLE OF CONTENTS TO ANNUAL REPORT
                                  ON FORM 10-K
                          YEAR ENDED NOVEMBER 30, 2005


                                     PART I


Item 1.     Business..........................................................3

Item 1A.    Risk Factors.....................................................26

Item 1B.    Unresolved Staff Comments........................................39

Item 2.     Properties.......................................................39

Item 3.     Legal Proceedings................................................39

Item 4.     Submission of Matters to a Vote of Security Holders..............39



                                     PART II


Item 5.     Market for Registrant's Common Equity, Related Stockholder 
              Matters and Issuer Purchases of Equity Securities..............40

Item 6.     Selected Financial Data..........................................42

Item 7.     Management's Discussion and Analysis or Plan of Operation........42

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.......48

Item 8.     Financial Statements and Supplementary Data......................49

Item 9.     Changes in and Disagreements With Accountants on Accounting 
              and Financial Disclosures......................................49

Item 9A.    Controls and Procedures..........................................49

Item 9B.    Other Information................................................49


                                    PART III


Item 10.    Directors and Executive Officers of the Registrant...............50

Item 11.    Executive Compensation...........................................54

Item 12.    Security Ownership of Certain Beneficial Owners and Management 
            and Related Stockholder Matters..................................55

Item 13.    Certain Relationships and Related Transactions...................56

Item 14.    Principal Accountant Fees and Services...........................57


                                     PART IV


Item 15.    Exhibits, Financial Statement Schedules..........................58

                                       2

<PAGE>

                           Forward-Looking Statements

         Throughout this report, we make "forward-looking statements."
Forward-looking statements include the words "may," "will," "estimate,"
"continue," "believe," "expect" or "anticipate" and other similar words. These
forward-looking statements generally relate to our plans and objectives for
future operations and are based upon management's reasonable estimates of future
results or trends. Although we believe that our plans and objectives reflected
in or suggested by such forward-looking statements are reasonable, we may not
achieve such plans or objectives. Actual results may differ from projected
results due, but not limited, to unforeseen developments, including developments
relating to the following:

         o        The availability and adequacy of our cash flow to meet its
                  requirements, including payment of loans;

         o        Economic, competitive, demographic, business and other
                  conditions in our local and regional markets;

         o        Changes or developments in laws, regulations or taxes in the
                  ethanol, agricultural or energy industries;

         o        Actions taken or omitted to be taken by third parties
                  including our Design Builder, our suppliers and competitors,
                  as well as legislative, regulatory, judicial and other
                  governmental authorities;

         o        Competition in the ethanol industry;

         o        The loss of any license or permit;

         o        The loss of our plant due to casualty, weather, mechanical
                  failure or any extended or extraordinary maintenance or
                  inspection that may be required;

         o        Changes in our business strategy, capital improvements or
                  development plans;

         o        The availability of additional capital to support capital
                  improvements and development; and

         o        Other factors discussed under "Risk Factors" in this report.

         You should read this report completely and with the understanding that
actual future results may be materially different from what we expect. The
forward looking statements specified in this report have been compiled as of the
date of this report and should be evaluated with consideration of any changes
occurring after the date of this report. We will not update forward-looking
statements even though our situation may change in the future.


                                     PART I


Item 1. Business

         In November 2005, we raised gross proceeds of $34,459,900 to develop,
construct, own, and operate a 50 million gallon dry mill ethanol plant in
Shenandoah, Iowa (the "Plant"). We plan to build the Plant such that it will,
according to representatives of our design-builder, Fagen, Inc. ("Fagen"), have
an annual capacity to process approximately 18 million bushels of corn into
approximately 50 million gallons of ethanol and will produce approximately
160,000 tons annually of animal feed known as Distillers Dried Grains with

                                       3

<PAGE>

Solubles ("DDGS") on a dry matter basis. These are the principal by-products of
the ethanol production process. Fagen, Inc. representatives have indicated to us
that the Plant will also produce approximately 148 thousand tons of raw carbon
dioxide annually as another by-product of the ethanol production process. We are
still exploring the options available to us to recover and market the raw carbon
dioxide. However, because there is significant ethanol production in the areas
where we intend to locate the Plant, we might not be able to find a market for
our CO(2) and may end up venting it off as many other producers do.

         The following diagram describes the plant we intend to build.


                               [DIAGRAM OMITTED]



         1.       Ethanol storage tanks: Two ethanol storage tanks. Three tanks
                  used for 190 proof ethanol and 200 proof undenatured ethanol
                  and denaturant. All of the described tanks will be within a
                  retention berm.
 
         2.       Administration Building: This building will have brick and/or
                  siding on the exterior and will be approximately 2,700 square
                  feet.
 
         3.       DDGS Building: This will be a steel sided building and will be
                  21,875 square feet. All dry distillers grain will be stored in
                  this building.
 
         4.       Grain Receiving Building: The building will be a steel sided
                  building 165 feet long by 65 feet wide and approximately 40
                  feet tall. There will be two truck bays and one rail bay.
 
         5.       Cement Corn Silos: Two 200,000 bushel silos and two 15,000
                  bushel per hour legs.
 
         6.       Fermentation Tanks: Three fermentation tanks and one beer
                  well.
 
         7.       Main Process Building: Structural steel frame building housing
                  tanks, pumps and heat exchangers as well as a control room and
                  laboratory. Total square footage is approximately 25,000 feet.
 
         8.       Two Methanator Tanks.
 
         9.       Thermal Oxidizer Stack: Approximately 125 feet tall. The exact
                  height will depend on air modeling and input from the IDNR.

                                       4

<PAGE>
 
         10.      Distillation and Evaporation Center.
 
         11.      Stillage and Syrup Tanks.
 
         12.      Energy Center: Structural steel building totaling
                  approximately 13,750 square feet housing both of the DDGS
                  dryers and the Thermal Oxidizer.
 
         13.      Cooling Tower: Four cell induced draft cooling tower.

Primary Product--Ethanol

         Ethanol is a chemical produced by the fermentation of sugars found in
grains and other biomass. Ethanol can be produced from a number of different
types of grains, such as wheat and sorghum, as well as from agricultural waste
products such as sugar, rice hulls, cheese whey, potato waste, brewery and
beverage wastes and forestry and paper wastes. However, according to publicly
available information from the Renewable Fuels Association, approximately 90% of
ethanol in the United States today is produced from corn, because corn contains
large quantities of carbohydrates that convert into glucose more easily than
most other kinds of biomass.

Description of Dry Mill Process

         Our Plant will produce ethanol by processing corn. The corn will be
received by rail and by truck, then weighed and unloaded in a receiving
building. It will then be transported to a scalper to remove rocks and debris
before it is conveyed to storage bins. Thereafter, the corn will be transported
to a hammer mill or grinder where it is ground into a mash and conveyed into a
slurry tank for enzymatic processing. We will add water, heat and enzymes to
break the ground grain into a fine slurry. The slurry will be heated for
sterilization and pumped to a liquefaction tank where additional enzymes are
added. Next, the grain slurry is pumped into fermenters, where yeast is added,
to begin a batch fermentation process. A vacuum distillation system will divide
the alcohol from the grain mash. Alcohol is then transported through a rectifier
column, a side stripper and a molecular sieve system where it is dehydrated. The
200 proof alcohol is then pumped to farm shift tanks and blended with five
percent denaturant (usually gasoline) as it is pumped into storage tanks.

         Corn mash from the distillation stripper is pumped into one of several
decanter type centrifuges for dewatering. The water ("thin stillage") is then
pumped from the centrifuges and then to an evaporator where it is dried into a
thick syrup. The solids that exit the centrifuge or evaporators ("the wet cake")
are conveyed to the DDGS dryer system. Syrup is added to the "the wet cake" as
it enters the dryer, where moisture is removed. The process will produce
distillers grains, which are processed corn mash that can be used as animal
feed.

         Construction is anticipated to begin in April of 2006. The Company
anticipates that the plant will begin producing ethanol and by-products in May
of 2007.

The following flow chart illustrates the dry mill process:

                                       5

<PAGE>

                              [FLOW CHART OMITTED]


Thermal Oxidizer


         Ethanol plants such as ours may produce odors in the production of
ethanol and its primary by-product, DDGS that some people find to be unpleasant.
We intend to employ a thermal oxidizer emissions system to help reduce the risk
of this problem.

         We expect a thermal oxidizer emissions system to reduce any unpleasant
odors caused by the ethanol and distillers grains manufacturing process. We
expect this addition to the Plant to reduce the risk of possible nuisance claims
and any related negative public reaction against us.

                                       6

<PAGE>

By-Products

         The principal by-product of the ethanol production process is
distillers grains, a high protein, high-energy animal feed supplement primarily
marketed to the dairy and beef industry. Distillers grains contain by-pass
protein that is superior to other protein supplements such as cottonseed meal
and soybean meal. By-pass proteins are more digestible to the animal, thus
generating greater lactation in milk cows and greater weight gain in beef
cattle. Dry mill ethanol processing creates three forms of distillers grains:
Distillers Wet Grains with Solubles ("DWGS"), Distillers Modified Wet Grains
with Solubles ("DMWG") and Distillers Dried Grains with Solubles ("DDGS"). DWGS
is processed corn mash that contains approximately 70% moisture. DWGS has a
shelf life of approximately three days and can be sold only to farms within the
immediate vicinity of an ethanol plant. DMWG is DWGS that has been dried to
approximately 50% moisture. DMWG have a slightly longer shelf life of
approximately three weeks and are often sold to nearby markets. DDGS is DWGS
that has been dried to 10% moisture. DDGS has an almost indefinite shelf life
and may be sold and shipped to any market regardless of its vicinity to an
ethanol plant. We intend to market DDGS and are exploring possibilities of local
demand for DMWG to market at least a portion of our distillers grains in this
form.

Corn Feedstock Supply

         We anticipate that our Plant will process approximately 18 million
bushels of grain per year or 49,300 bushels per day as the feedstock for its dry
milling process. The corn supply for our plant will be obtained primarily from
local markets. In the year 2003, in the area surrounding the proposed site at
Shenandoah, corn production was approximately 167.4 million bushels. In 2004,
which was a record year for corn production in the US, the same area surrounding
the proposed site in Shenandoah, produced approximately 263.5 million bushels -
an increase of approximately 96 million bushels. We believe such increases were
due in part to better genetics in the corn seed itself as well as very favorable
climatic conditions. There is no assurance that such high levels of production
can be achieved in the future. The following table provides a summary of the
approximate number of bushels of corn produced by suppliers, in the counties
surrounding the proposed site in Shenandoah, Iowa, during the year 2004. These
figures were obtained from information published by the US Department of
Agriculture and the National Agricultural Statistics Service (NASS).
                               
                                                                     Corn
         County                           District                 (bushels)
-----------------------------------    -------------    ----------------------
         Adair, Iowa                         SW                    19,300,000
         Fremont, Iowa                       SW                    21,670,000
         Cass, Iowa                          SW                    23,850,000
         Page, Iowa                          WC                    18,620,000
         Mills, Iowa                         SW                    18,300,000
         Montgomery, Iowa                    SW                    16,860,000
         Pottawattamie, Iowa                 SW                    42,300,000
         Taylor, Iowa                        SW                    11,050,000
         Atchison, Missouri                  SW                    22,182,000
         Nodaway, Missouri                   NW                    17,125,000
         Nemaha, Nebraska                    SW                    12,732,400
         Cass, Nebraska                      SE                    20,585,600
         Otoe, Nebraska                      SE                    18,921,600
                                                        ----------------------
         Total                                                    263,496,600

Source: USDA and NASS Websites

         The price and availability of grain are subject to significant
fluctuations depending upon a number of factors that affect commodity prices in
general, including crop conditions, weather, governmental programs and foreign
purchases. Because the market price of ethanol is not related to corn prices,

                                       7

<PAGE>

ethanol producers are generally not able to compensate for increases in the cost
of corn feedstock through adjustments in prices charged for their ethanol. We
therefore anticipate that our Plant's profitability will be negatively impacted
during periods of high corn prices. The straight, average price for corn in Iowa
over the past ten years has been approximately $2.185 per bushel. In the area
surrounding the proposed site in Shenandoah, Iowa over the last ten years has
been slightly less. The average price of $2.185 per bushel was calculated by the
Company gathered from information provided on the website of the National
Agricultural Statistics Service, a division of the USDA.

         Grain Elevators

         We anticipate establishing ongoing business relationships with local
corn farmers and elevators to acquire the corn needed for the project. Much of
our corn is expected to be acquired directly from farmers. Most of the farmers
in the area have their own dry storage facilities. This will allow us to
purchase much of the corn needed to operate the Plant directly from farmers. We
expect to become licensed as an Iowa Grain Dealer, which will allow us to
contract to purchase Iowa grains. We have identified a number of farms and
elevators as potential sources of corn for our plant and have had discussions
with various different people and groups about future corn delivery. We have no
contracts, agreements or understandings with any grain producers in the area,
although we anticipate procuring corn from these sources.

         Commodities Manager

         We intend to hire a commodities manager to ensure the consistent
scheduling of corn deliveries and to establish and fill forward contracts
through the grain elevators and local farmers. The commodities manager will
coordinate corn deliveries between the trucks, railroad and the participating
farmers and elevators. Additionally, the commodities manager will help develop
price protection through the use of hedging strategies, with input from our
general manager, Doug Shultz of John Stewart and Associates, who we anticipate
engaging to help us create such strategies, and certain members of our Board of
Directors.

Ethanol Markets

         Ethanol has important applications. Ethanol is a primary fuel that can
be used in blended gasoline in quantities as high as 85% (E-85) per gallon in
certain flex-fuel vehicles. However, ethanol can also be used as a high quality
octane enhancer and as an oxygenate capable of reducing air pollution and
improving automobile performance. This is how ethanol has been predominately
used in the United States in the past. Further, the ethanol industry has
historically been heavily dependent on several economic incentives to produce
ethanol. However, the need for such incentives is becoming less and less as the
acceptance of ethanol as a primary fuel and as a fuel additive continues to
increase.

         Local Ethanol Markets

         Local markets are, of course, the easiest to service because of their
close proximity. We are building our plant in an area where there is no other
ethanol plants within approximately a 100 mile radius. Therefore, we may be able
to market a significant portion of our ethanol in the surrounding area. However,
the local markets where we intend to build our Plant may be oversold with other
regional marketers, and if we were to focus solely on local markets, it could
depress the local ethanol price. Therefore, we anticipate that we will market
the majority of our ethanol to regional and national markets.

         Regional Ethanol Markets

         Typically a regional market is one that is outside of the local market,
yet within the neighboring states. This market will likely be serviced by rail,
and is within a 450-mile radius of the Plant. A spur of the rail lines of
Burlington Northern railroad run adjacent to our site in Iowa. However, we will

                                       8

<PAGE>

have to expend a substantial amount of capital to have the spur upgraded to
service our plant - approximately $3.5 million dollars. We will also have to
spend significant capital to put in rail sidings, switches, etc. on our property
to allow us to move and store rail cars at the site - approximately $1.6
million. When completed, these rail lines will allow us to sell our products to
both the Western and Eastern markets. The rail lines and the nearness of
Interstate Highways will allow us to transport our products to regional markets.
Regional markets typically include large cities that are either carbon monoxide
or ozone non-attainment areas.

         Generally, the regional market is good business to develop. The freight
is reasonable, but the competition is often aggressive. However, due to the
proximity of regional markets, it is often easier to obtain letters of intent to
sell product to regional buyers than from national buyers. These letters, while
not binding, do tend to raise the comfort level of the financial lending
institutions. Not surprising in a regional market, letters of intent to purchase
are taken quite seriously by the buyer. Regional pricing tends to follow
national pricing less the freight difference. As with national markets, the use
of a group-marketing program or a broker is advantageous, especially in the
first one to three years of operation. At this time, we have no letters of
intent with any third party concerning the possible sale of ethanol.

         Occasionally there are opportunities to obtain backhaul rates from
local trucking companies. These are rates that are reduced since the truck is
loaded both ways. Normally the trucks drive to the refined fuels terminals empty
and load gasoline product for delivery. A backhaul is the opportunity to load
the truck with ethanol to drive to the terminal.

         National Ethanol Markets

         In the past few years, California has been the focus of a major ethanol
campaign as MTBE has now been phased out. California banned the use of MTBE
beginning January 1, 2004. California represents a market of about 950 million
gallons annually due to the oxygenate requirements. With further steps recently
taken by the State, the consumption of ethanol is expected to increase
substantially within California.

         While there is a great deal of focus on California, another emerging
ethanol market is in the Northeast. Both New York and Connecticut banned the use
of MTBE as of December 31, 2004. As in California, the primary drivers are the
health and water concerns surrounding the use of MTBE. According to
representatives of our anticipated ethanol marketing group, RPMG, the markets in
the Northeast currently consume approximately 300 to 400 million gallons of
ethanol on an annual basis. In 2005, New Jersey banned the use of MTBE. That
phase out becomes effective on May 1, 2006. New Jersey alone represents 400
million gallons annually of incremental ethanol blending. If, other States, such
as Pennsylvania, Maryland, Massachusetts, Rhode Island and Maine, (and it is
anticipated that they will do so) begin to phase out the use of MTBE, the usage
in the Northeast could increase by an additional 1 billion gallons annually,
bringing the total consumption in the Northeast corridor to over 1.8 billion
gallons per year.

         The location of Burlington Northern rail lines running adjacent to our
proposed Plant site will allow us to transport our ethanol to markets throughout
the country. Being an ethanol producer west of the Mississippi, we believe the
Western markets will become our largest and best markets, because it will be
less expensive to transport our products to the western markets than to the
eastern. However, we intend to market our ethanol to the best available market
at any given time.

         California, Illinois, Ohio and Minnesota are by far the largest ethanol
markets. In addition to California there are also other significant national
ethanol market opportunities such as Arizona, Colorado, Texas, Oregon,
Washington, New Mexico and Nevada, and more are developing, especially, with the
passage of the US Energy Bill in 2005. The bill mandated that at least 7.5
billion gallons of ethanol were to be used annually within the United States by
the year 2012.

                                       9

<PAGE>

         General Demand

         Ethanol demand is expected to continue at a very aggressive pace. If
the use of MTBE is phased out on a national level in the next few years, and the
use of E-85 as a primary fuel increases dramatically, as it is anticipated to
do, more than a doubling of ethanol demand could occur. This outlook was
affected significantly with the passage of the Energy Bill by the US Congress in
2005.

Ethanol Pricing

         Historically, ethanol prices tend to track the wholesale gasoline price
plus the federal tax incentive of 52(cent) per gallon. In 1996 the ethanol price
increased dramatically because high corn prices caused many ethanol plants to
curtail operations or shutdown. During the past two years, ethanol has traded
between a high of approximately $3.05 and a low of approximately $1.05 per
gallon. Prices can vary from state to state at any given time.

         The average price of corn in Iowa has historically been less than in
many other parts of the country, which is why we are focusing so intently on
Iowa for site location. However, unlike some neighboring states, such as
Minnesota, South Dakota, Nebraska, and Wisconsin, in which some of our
competitors are doing business, the State of Iowa does not have a state ethanol
producer incentive payment program. The lack of such an incentive may place us
at a competitive disadvantage for capital and other resources when compared to
competing ethanol producers in other states.

Federal Ethanol Supports

         Ethanol sales have been favorably affected by the Clean Air Act
amendments of 1990, particularly the Federal Oxygen Program which became
effective November 1, 1992. The Federal Oxygen Program requires the sale of
oxygenated motor fuels during the winter months in certain major metropolitan
areas to reduce carbon monoxide pollution. Ethanol use has increased due to a
second Clean Air Act program, the Reformulated Gasoline Program. This program
became effective January 1, 1995, and requires the sale of reformulated gasoline
in nine major urban areas to reduce pollutants, including those that contribute
to ground level ozone, better known as smog.

         The use of ethanol as an oxygenate to blend with fuel to comply with
federal mandates also has been aided by federal tax policy. The Energy Tax Act
of 1978 exempted ethanol blended gasoline from the federal gas tax as a means of
stimulating the development of a domestic ethanol industry and mitigating the
country's dependence on foreign oil. As amended, the federal tax exemption
currently allows the market price of ethanol to compete with the price of
domestic gasoline. The exemption for a 10% ethanol blend is the equivalent of
providing a per gallon "equalization" payment that allows blenders to pay more
for ethanol than the wholesale price of gasoline and still retain profit margins
equal to those received upon the sale of gasoline that is not blended with
ethanol. Under current legislation, the federal gasoline tax is $0.184 per
gallon and the tax on a 10% ethanol blend is $0.13 per gallon, providing a
$0.054 difference. The exemption gradually dropped to 5.1 cents in 2005. This
federal tax exemption is scheduled to expire in 2007.

         We believe the most significant boost to ethanol demand was the passage
of the Energy Bill last year (2005) by the US Congress. The bill mandates that
at least 7.5 billion gallons of ethanol be used on an annual basis within the US
by the year 2012. It also gives "small ethanol producers" producing less than 60
million gallons of ethanol per year a 10 cent per gallon federal tax credit on
the first 15 million gallons produced on an annual basis. We believe we will be
eligible for this credit and intend to apply for it once our Plant is
operational.

                                       10

<PAGE>

Project Location--Proximity to Markets

         We intend to build our Plant in southwestern Iowa in Fremont County
near the City of Shenandoah. Site selection was based upon location to existing
grain production and price, animal feed lots, roads, rail transportation,
natural gas lines, and major population centers. In November, 2005, we purchased
two different parcels of land totaling approximately 95.91 acres from a private
individual. The Shenandoah Chamber and Industry Association ("SCIA") is donating
to us an additional parcel of land of approximately 12 acres that lies to the
southeast of these two parcels. The rail lines of Burlington Northern run along
the Southern border of SCIA's property. These lines will connect us to the
regional and national ethanol markets of the U.S. Final site selection was
contingent on analysis of such issues as cost of water, utilities and
transportation, and upon raising sufficient funds to allow for construction, the
securing of additional financing needed, and obtaining necessary permits and
approvals to build at the selected location. There are no affiliations with the
Company, or any of our directors, and the owners of the land from whom we
acquired the land to build our Plant.

Transportation and Delivery

         The Plant will have the facilities to receive grain by truck and rail
and to load ethanol and distiller's grains onto trucks and rail cars. The site
of the Plant lies adjacent to the lines of the Burlington Northern Railroad
(BNSF). However, the spur on which the plant will be located needs to be
upgraded to meet HAZMAT (Hazardous Materials) standards. Approximately 20 miles
of the spur will need to be upgraded and some additional track will need to be
constructed (the "GPRE Track"). On January 26, 2006, we entered into an
Allowance Contract (the "Allowance Agreement") with BNSF Railway Company
("BNSF") to renovate and add the additional track.

         Under the Allowance Agreement, we will undertake to fund an estimated
$3.5 million for track renovation and construction. The renovation and
construction work will be done by BNSF. We are entitled to receive refund
payments from BNSF to reimburse us for this expense. We will receive rebates for
each car that is place on the track, but only to the extent that our usage of
the line exceeds the annual volume thresholds. There can be no assurance that
our usage will surpass the annual volume thresholds or that we will be
reimbursed for all or any part of the renovation or construction costs.

         The Allowance Agreement is for a term expiring on September 14, 2015.
We are responsible for complying with all laws, regulations, ordinances, orders,
covenants, restrictions, and decisions of any court of competent jurisdiction in
connection with our use of the GRPE Track ("Laws") and the related renovation
and construction work. Our use of the GPRE Track is at our sole risk and
expense, and we are required to maintain, or cause to be maintained, the GRPE
Track and all facilities and equipment, if any, in a safe and satisfactory
condition, in compliance with all applicable Laws and in a condition
satisfactory to BNSF. BNSF may require for safety purposes that we, at our sole
cost and expense, provide flagmen, lights, traffic control devices, automatic
warning devices, or any such safety measures that BNSF deems appropriate in
connection with our use of this property and we are required to reimburse BNSF
for the costs of such items.

         We also agreed to release, indemnify, defend, and hold BNSF harmless
from and against all claims, liabilities, fines, penalties, costs, damages, and
other expenses arising out of or related to our renovation, construction and use
of the GPRE Track.

Utilities

         The production of ethanol is a very energy intensive process that uses
significant amounts of electricity and natural gas. Water supply and quality is
also an important consideration.

                                       11

<PAGE>

         Natural Gas

         The Plant will produce process steam from its own boiler system and dry
the DDGS by-product via a direct gas-fired dryer. We anticipate the Plant will
use approximately 5,500 deca-therms per day. The price of natural gas is
volatile, therefore we expect to use hedging strategies to protect us from the
volatility of gas prices. We have hired U.S. Energy Services, Inc., who is
experienced in doing this to assist us.

         Although, as described in the following paragraph, Mid American Energy
has agreed to construct a gas pipeline to the Plant, we will not be committed to
purchase natural gas from Mid American. We expect to purchase natural gas from
the best possible source at any given time and simply pay a tariff fee to Mid
American for transporting the gas through the pipeline. We could choose to
purchase natural gas from Mid American and/or Northern Natural Gas, or any other
third party, but we have not yet entered into any agreement with a utility
regarding the specific type and nature of service to be provided.

         To access sufficient supplies of natural gas to operate the Plant, a
connection to a distribution pipeline located underground, which lies about 9
miles away from the site will be required. Mid American Energy has agreed that
they would pay for the initial costs to run the additional pipe needed to make
our Plant operational. However, we would be expected to pay for a portion of the
costs if we were to expand the plant in the future. We have entered into an
agreement with U.S. Energy Services, Inc. to act as our natural gas purchaser
and we anticipate entering into agreements, with the assistance of U.S. Energy
Services, with a natural gas supplier(s) at whatever site we choose before we
begin construction of the Plant. U.S. Energy Services, Inc. will also act as our
risk manager where natural gas is concerned.

         Electricity

         The Plant will require approximately 30,000,000 kilowatts hours per
year. We have been in discussions with Mid American Energy concerning the
purchase of electricity. We believe that we will be able to purchase electricity
from Mid American and that Mid American will supply electricity to the plant at
rates that will be favorable for the Company for a period of 5 years. If we were
to build other plants in Iowa in the future, electricity at other sites in Iowa
may or may not be supplied by Mid American, but we would expect to be able to
negotiate favorable rates at other sites with Mid American or other electricity
providers. However, no assurance can be given that we would be able to negotiate
favorable rates. We would anticipate negotiating an agreement with a power
supplier at any site before we began construction of any other Plant.

         Water

         We will require a significant supply of water. The water requirements
for a 50 million-gallon per-year plant are approximately 400 to 600 gallons per
minute. That is approximately 864,000 gallons per day if we were to use the
maximum amount. Much of the water used in an ethanol plant is recycled back into
the process. We will need boiler makeup water and cooling tower water. Boiler
makeup water is treated on-site to minimize all elements that will harm the
boiler. Recycled water cannot be used for this process. Cooling tower water is
deemed non-contact water (it does not come in contact with the mash) and,
therefore, can be regenerated back into the cooling tower process. We anticipate
using "grey water" that the City has agreed to give us for the cost of pumping
the water from their treatment plant to our site, for this part of the Plant at
the Shenandoah site. This water will makeup about two thirds of the water that
we will use at the Plant. The makeup water requirements for the cooling tower
are primarily a result of evaporation. Depending on the type of technology
utilized in the plant design, much of the water can be recycled back into the
process, which will minimize the discharge water. This will have the long-term
effect of lowering wastewater treatment costs. Many new plants today are zero or
near zero effluent facilities. At most, there should be no more than 300 gallons
per minute of non-contact cooling water effluent.

                                       12

<PAGE>

         The City Engineer for Shenandoah, the Manager of the Waste Water
Treatment Facility in Shenandoah and engineers from Fagen and ICM, working
together have almost completely designed the water system we will be using at
the Plant We anticipate purchasing the potable water that we will need for the
distillation process itself (water that will come into contact with the mash)
from the City of Shenandoah also. We have discussed our water needs with the
City's water plant superintendent, Kirk Kemper and Greg Scott, the Waste Water
Treatment Plant superintendent, on various occasions to make sure that there is
sufficient water for the Plant's operations. Mr. Kemper and Mr. Scott have also
had conversations with engineers at Fagen. and ICM to understand more fully the
exact amounts and types of water that will be necessary at our facility. Each
time we have had conversations with Mr. Kemper and Mr. Scott, including
conversations after they had been in contact with the engineers at Fagen and
ICM, we have been assured that the community has sufficient water to meet our
needs and that our water usage will not have any adverse effects on the needs of
other water users in the community.

Our Primary Competition

         We will be in direct competition with numerous other ethanol producers,
many of whom have much greater resources. Currently, there are approximately 124
producing ethanol plants within the United States. Several of these are either
presently expanding their production capabilities or have plans to do so. There
are also numerous other plants under construction, and many more on the drawing
boards. Therefore, our proposed Plant will compete with many other ethanol
producers on the basis of price and, to a lesser extent, delivery service. We
anticipate that such competition will be extensive.

         We also face competition from foreign producers of ethanol and such
competition may increase significantly in the future. According to information
obtained from the website of the Iowa Farm Bureau, at this time, there are large
international companies that have much greater resources than we have, including
Cargill, developing foreign ethanol production capacity. Cargill is currently
developing ethanol production capacity in El Salvador to process Brazilian
ethanol for export to the U.S. Long-standing U.S. trade preferences for
Caribbean and Central American countries allow them to ship ethanol to the U.S.
duty-free, avoiding a 54 cent per gallon import tariff that would otherwise
apply. 61 million gallons of ethanol were brought into the U.S. through the
Caribbean in 2003, to avoid said tariff, most of it reprocessed Brazilian
ethanol. It is believed that more than this amount was brought into the U.S. in
2004 and 2005, but we do not have data at this time to substantiate what those
numbers actually were.

         Brazil is the world's largest ethanol producer. They make ethanol
primarily from sugarcane for about half of what it costs to make ethanol from
corn in Iowa. Brazil exported another 10 million gallons of ethanol directly to
the U.S. in 2003, even with the full import tariff. They could export even more
this year. If significant additional foreign capacity is created, such
facilities could produce a glut of ethanol on the world markets. Such a glut
could lower the price of ethanol throughout the world, including the U.S. If
this were to happen, it could have an adverse effect our operations and
potential profitability. We do not believe that this is likely to happen,
because we believe ethanol usage is going to increase significantly in the
future rather than decrease, due in part to higher prices for oil, which we
expect to increase even further from their current levels. However, such foreign
competition is a risk to our business.

         Further, if the import duty on foreign ethanol were to ever be lifted
for any reason, our ability to compete with such foreign companies would be
drastically reduced. Although, at this time, such risks cannot be precisely
quantified, we believe that such risks exist, and could increase in the future.

         Another risk we face is that because we do not presently have any
contracts to acquire corn from any producers, we may have to pay more for corn
than other plants that do have existing contracts. We believe we can compete
favorably with other ethanol producers due to our proximity to ample grain
supplies at favorable prices, because, historically, the price of corn in the
Southwest region of the State has been, more often than not, lower than in other
regions of Iowa. However, no guarantee can be given that the prices will remain
lower or that we will be able to purchase corn at lower prices than our
competition.

                                       13

<PAGE>

         During the last twenty years, ethanol production capacity in the United
States has grown from almost nothing to an estimated 4.3 billion gallons per
year. New plants currently under construction and plants currently being
expanded should increase capacity by approximately 1.8 billion gallons by the
end of 2006 and the beginning of 2007. We believe this increase in capacity will
continue in the future as more plants are built and/or expanded. We cannot
determine the effect of this type of an increase upon the demand or price of
ethanol.

         As stated above, the ethanol industry has grown to approximately 124
production facilities in the United States. Industry authorities estimate that
these facilities are capable of producing approximately 4.3 billion gallons of
ethanol per year. The largest ethanol producers include Archer Daniels Midland,
Cargill, Minnesota Corn Processors, Broin, Vera Sun, Midwest Grain, Williams
Energy Service, New Energy Corporation and High Plains Corporation, all of which
are capable of producing more ethanol than we expect to produce. In addition,
there are several regional entities recently formed, or in the process of
formation, of a similar size and with similar resources to ours.

         The following table identifies all of the producers in the United
States that we are aware of along with their production capacities.


                      U.S. FUEL ETHANOL PRODUCTION CAPACITY
                         million gallons per year (mmgy)

                                                                        Under  
                                                           Current Construction/
                                                           Capacity  Expansions
Company                    Location            Feedstock    (mmgy)      (mmgy) 
-------                    --------            ---------   -------- ------------
                                                                  
Abengoa Bioenergy Corp.    York, NE             Corn/milo      55
                           Colwich, KS                         25
                           Portales, NM                        30
                           Ravenna, NE                                   88
                                               
ACE Ethanol, LLC           Stanley, WI          Corn           39
                                               
Adkins Energy, LLC*        Lena, IL             Corn           40
                                               
Advanced Bioenergy         Fairmont, NE         Corn                    100
                                               
AGP*                       Hastings, NE         Corn           52
                                               
                                               
Agra Resources Coop.       Albert Lea, MN       Corn           40         8
d.b.a. EXOL*                                   
                                               
Agri-Energy, LLC*          Luverne, MN          Corn           21
                                               
Alchem Ltd. LLLP           Grafton, ND          Corn           10.5
                                               
Al-Corn Clean Fuel*        Claremont, MN        Corn           35
                                               
Amaizing Energy, LLC*      Denison, IA          Corn           40
                                               
Archer Daniels Midland     Decatur, IL          Corn        1,070
                           Cedar Rapids, IA     Corn
                           Clinton, IA          Corn
                           Columbus, NE         Corn
                           Marshall, MN         Corn
                           Peoria, IL           Corn
                           Wallhalla, ND        Corn/barley
                                               
Aventine Renewable         Pekin, IL            Corn          100        57
Energy, LLC                Aurora, NE           Corn           50             

                                       14

<PAGE>

Badger State Ethanol,      Monroe, WI           Corn           48
LLC*

Big River Resources, LLC*  West Burlington, IA  Corn           40

Broin Enterprises, Inc.    Scotland, SD         Corn            9

Bushmills Ethanol, Inc.*   Atwater, MN          Corn                     40

Cargill, Inc.              Blair, NE            Corn           85
                           Eddyville, IA        Corn           35

Central Indiana Ethanol,   Marion, IN           Corn                     40
LLC

Central MN Ethanol Coop*   Little Falls, MN     Corn           21.5

Central Wisconsin Alcohol  Plover, WI           Seed corn       4

Chief Ethanol              Hastings, NE         Corn           62

Chippewa Valley Ethanol    Benson, MN           Corn           45
Co.*

Commonwealth Agri-Energy,  Hopkinsville, KY     Corn           24         9
LLC*

Corn, LP*                  Goldfield, IA        Corn           50

Cornhusker Energy          Lexington, NE        Corn                     40
Lexington, LLC

Corn Plus, LLP*            Winnebago, MN        Corn           44

Dakota Ethanol, LLC*       Wentworth, SD        Corn           50

DENCO, LLC*                Morris, MN           Corn           21.5

E3 Biofuels                Mead, NE             Corn                     24

East Kansas Agri-Energy,   Garnett, KS          Corn           35
LLC*

ESE Alcohol Inc.           Leoti, KS            Seed corn      1.5

Ethanol2000, LLP*          Bingham Lake, MN     Corn           32

Frontier Ethanol, LLC      Gowrie, IA           Corn                     60

Front Range Energy, LLC    Windsor, CO          Corn                     40

Glacial Lakes Energy,      Watertown, SD        Corn           50
LLC*

Golden Cheese Company of   Corona, CA           Cheese whey     5
California*

Golden Grain Energy, LLC*  Mason City, IA       Corn           40

Golden Triangle Energy,    Craig, MO            Corn           20
LLC*

Grain Processing Corp.     Muscatine, IA        Corn           20

Granite Falls Energy, LLC  Granite Falls, MN    Corn           45

Great Plains Ethanol, LLC* Chancellor, SD       Corn           50

Green Plains Renewable     Shenandoah, IA       Corn                     50
Energy

Hawkeye Renewables, LLC    Iowa Falls, IA       Corn           50        50
                           Fairbank, IA         Corn                    100

Heartland Corn Products*   Winthrop, MN         Corn           36

Heartland Grain Fuels,     Aberdeen, SD         Corn            9
LP*                        Huron, SD            Corn           12        18

                                       15

<PAGE>

Heron Lake BioEnergy, LLC  Heron Lake, MN       Corn                     50

Horizon Ethanol, LLC       Jewell, IA           Corn                     60

Husker Ag, LLC*            Plainview, NE        Corn           26.5

Illinois River Energy,     Rochelle, IL         Corn                     50
LLC

Iowa Ethanol, LLC*         Hanlontown, IA       Corn           50

Iroquois Bio-Energy        Rensselaer, IN       Corn                     40
Company, LLC

James Valley Ethanol, LLC  Groton, SD           Corn           50

KAAPA Ethanol, LLC*        Minden, NE           Corn           40

Land O' Lakes*             Melrose, MN          Cheese whey     2.6

Lincolnland Agri-Energy,   Palestine, IL        Corn           48
LLC*

Lincolnway Energy, LLC*    Nevada, IA           Corn                     50

Liquid Resources of Ohio   Medina, OH           Waste Beverage  3

Little Sioux Corn          Marcus, IA           Corn           52
Processors, LP*

Merrick/Coors              Golden, CO           Waste beer      1.5       1.5

MGP Ingredients, Inc.      Pekin, IL            Corn/wheat     78
                                                starch
                           Atchison, KS

Michigan Ethanol, LLC      Caro, MI             Corn           50

Mid America Agri           Madrid, NE           Corn                     44
Products/Wheatland

Mid-Missouri Energy, Inc.* Malta Bend, MO       Corn           45

Midwest Grain Processors*  Lakota, IA           Corn           50        45
                           Riga, MI             Corn                     57

Midwest Renewable Energy,  Sutherland, NE       Corn           17.5       4.5 
LLC

Minnesota Energy*          Buffalo Lake, MN     Corn           18

Missouri Ethanol           Laddonia, MO         Corn                     45

New Energy Corp.           South Bend, IN       Corn          102

North Country Ethanol,     Rosholt, SD          Corn           20
LLC*

Northeast Missouri Grain,  Macon, MO            Corn           45 
LLC*

Northern Lights Ethanol,   Big Stone City, SD   Corn           50
LLC*

Northstar Ethanol, LLC     Lake Crystal, MN     Corn           52

Otter Creek Ethanol, LLC*  Ashton, IA           Corn           55

Panhandle Energies of      Dumas, TX            Corn/Grain               30
Dumas, LP                                       Sorghum

Parallel Products          Louisville, KY       Beverage waste  5.4
                           R. Cucamonga, CA

                                       16

<PAGE>

Permeate Refining          Hopkinton, IA        Sugars &        1.5
                                                starches

Phoenix Biofuels           Goshen, CA           Corn           25

Pine Lake Corn             Steamboat Rock, IA   Corn           20
Processors, LLC*

Platte Valley Fuel         Central City, NE     Corn           40
Ethanol, LLC

Prairie Ethanol, LLC       Loomis, SD           Corn                     60

Prairie Horizon            Phillipsburg, KS     Corn                     40
Agri-Energy, LLC

Pro-Corn, LLC*             Preston, MN          Corn           42

Quad-County Corn           Galva, IA            Corn           27
Processors*

Red Trail Energy, LLC      Richardton, ND       Corn                     50

Redfield Energy, LLC       Redfield, SD         Corn                     50

Reeve Agri-Energy          Garden City, KS      Corn/milo      12

Siouxland Energy &         Sioux Center, IA     Corn           25
Livestock Coop*

Siouxland Ethanol, LLC     Jackson, NE          Corn                     50

Sioux River Ethanol, LLC*  Hudson, SD           Corn           55

Sterling Ethanol, LLC      Sterling, CO         Corn           42

Tall Corn Ethanol, LLC*    Coon Rapids, IA      Corn           49

Tate & Lyle                Loudon, TN           Corn           67

The Andersons Albion       Albion, MI           Corn                     55
Ethanol LLC

Trenton Agri Products,     Trenton, NE          Corn           35        10
LLC 

United WI Grain Producers, Friesland, WI        Corn           49 
LLC*

US BioEnergy Corp.         Albert City, IA      Corn                    100
                           Lake Odessa, MI      Corn                     45

U.S. Energy Partners, LLC  Russell, KS          Milo/wheat     48 
                                                starch

Utica Energy, LLC          Oshkosh, WI          Corn           48

Val-E Ethanol, LLC         Ord, NE              Corn                     45

VeraSun Energy Corporation Aurora, SD           Corn          230
                           Ft. Dodge, IA        Corn

Voyager Ethanol, LLC*      Emmetsburg, IA       Corn           52

Western Plains Energy,     Campus, KS           Corn           45
LLC*

Western Wisconsin          Boyceville, WI       Corn                     40   
Renewable Energy, LLC*

Wind Gap Farms             Baconton, GA         Brewery waste   0.4

Wyoming Ethanol            Torrington, WY       Corn            5

Xethanol BioFuels, LLC     Blairstown, IA       Corn            5
--------------------------------------------------------------------------------
Total Current Capacity                                       4336.4
--------------------------------------------------------------------------------
Total Under
Construction/Expansions                                                1746
--------------------------------------------------------------------------------
Total Capacity                                               6082.4
================================================================================

                                       17

<PAGE>

     *   farmer-owned
         Updated: January 2006

Source: Renewable Fuels
Association

Operating Ethanol Plants in the State of Iowa

         There are currently 21 operating ethanol plants in Iowa. Eight other
plants are currently under construction in Iowa or are expected to begin
construction in the near future. The plants are scattered throughout the State,
but are concentrated, for the most part, in the northern and central regions
where a majority of the corn is produced. We plan to build our Plant in the
southwestern part of Iowa, where corn has historically been less expensive than
in many other parts of the State.

Competition from Alternative Fuel Additives

         Alternative fuels, gasoline oxygenates and ethanol production methods
are continually under development by ethanol and oil companies with far great
resources. New products or methods of ethanol production developed by larger and
better-financed competitors could provide them competitive advantages and harm
our business.

         The development of ethers to be used as oxygenates may provide a growth
segment for ethanol. Ethers are composed of isobutylene (a product of the
refining industry) and ethanol or methanol. The products are ethyl tertiary
butyl ether ("ETBE") or methyl tertiary butyl ether ("MTBE"). We expect to
compete with producers of MTBE, a petrochemical derived from methanol that costs
less to produce than ethanol. MTBE is a commonly used oxygenate used in fuels
for compliance with Federal Clean Air Act mandates, and is a major competitor of
ethanol. Many major oil companies produce MTBE, and strongly favor its use
because it is petroleum based. These companies have significant resources to
market MTBE and to influence legislation and public perception of MTBE. These
companies also have sufficient resources to begin production of ethanol should
they choose to do so.

         However, MTBE has been linked to groundwater contamination at various
locations in the east and west. As a result, California passed legislation which
completely phased out MTBE from its gasoline pool as of January 1, 2004.
Similarly, New York and Connecticut passed legislation to phase out the use of
MTBE by December 31, 2004. According to the Energy Information Administration,
more than sixteen states have banned the use of MTBE, due to concerns over
groundwater contamination, and other states are proposing to do so. Ethanol is
the most readily available substitute for MTBE in these markets. Assuming that
more states, and/or the US Environmental Protection Agency, force elimination of
MTBE, we would expect the demand for ethanol to increase.

         With the recent passage of the Federal Energy Bill in 2005, the
protection from lawsuits that had been granted to producers and blenders of MTBE
were removed. This means that anyone that used MTBE in the past cannot be sued
for doing so, since it was the Federal Government that required blenders to
oxygenate with such things as MTBE in the first place. However, producers and/or
blenders that continue to produce and/or use MTBE as an oxygenate, may be used
in the future. Therefore, many producers and blenders are choosing not to use
MTBE as an oxygenate, such as Valero, who stated that they were not going to
produce or blend MTBE any more, two days after the legislation was passed and
became law. Others are expected to follow.

         Advances and changes in the technology of ethanol production are
expected to occur. Such advances and changes may make the ethanol production
technology less desirable or obsolete. The Plant is a single-purpose entity and
has no use other than the production of ethanol and associated products. Any
such event may have a material adverse effect on our operations, cash flows and
financial performance.

                                       18

<PAGE>

Employees

         We presently have three permanent employees, our CEO, our general
manager and an assistant that works in our Shenandoah office with our general
manager. Our success will depend in part on our ability to attract and retain
qualified personnel at a competitive wage and benefit level. We must hire
qualified managers, accounting, human resources and other personnel. We will
operate in a rural area with low unemployment. There is no assurance that we
will be successful in attracting and retaining qualified personnel at a wage and
benefit structure at or below those we have assumed in our project. If we are
unsuccessful in this regard, such event may have a material adverse effect on
our operations, cash flows and financial performance.

         Prior to completion of the Plant construction and commencement of
operations, we intend to hire a total of approximately 34 employees.
Approximately ten of our employees will work in management and administration
and the remainder will work in Plant operations.

         The following table represents some of the anticipated positions within
the plant and the minimum number of individuals we intend to employ for each
position:


         Position                                           Number Employed
---------------------------------------------------- ---------------------------
         President/CEO                                             1
         General Manager                                           1
         Plant Manager                                             1
         Production Manager                                        1
         Commodities Manager                                       1
         Controller                                                1
         Lab Manager                                               1
         Lab Technician                                            2
         Environmental/Safety Specialist                           1
         Secretary/Clerical                                        4
         Shift Supervisors                                         4
         Maintenance Supervisor                                    1
         Maintenance Craftsmen                                     4
         Plant Operators                                          12
                                                     ---------------------------
         TOTAL                                                    35

         The position titles, job responsibilities and numbers allocated to each
position may differ when we begin to employ individuals for each position.

         We intend to enter into written confidentiality and assignment
agreements with our officers and employees. Among other things, these agreements
are expected to require such officers and employees to keep strictly
confidential all proprietary information developed or used by us in the course
of our business.

Sales and Marketing

         We intend to sell and market the ethanol and distiller's grains
produced at the Plant through normal and established markets. We hope to market
all of the ethanol produced with the assistance of an ethanol distributor, but
have not entered into any agreements regarding the sale of our ethanol.
Similarly, we hope to sell all of our DDGS through the use of an
ethanol-byproducts marketing firm, but have not entered into any agreements
regarding the sale of our DDGS.

         We do not plan to hire or establish a sales organization to market any
of the products or by-products we produce. Consequently, we will be extremely
dependent upon the entities we plan to engage to purchase or market each of our
products.

                                       19

<PAGE>

Construction of the Plant--Proposed Design-Build Contract

         We have entered into a Design-Build Contract with Fagen, Inc. in
connection with the design, construction and operation of the Plant.

         Fagen, Inc.

         Fagen, Inc. has been involved in the construction of more ethanol
plants than any other company in this industry. Fagen, Inc. is providing two
services for the project. First, Fagen is acting as co-developer for the project
along with ICM. Second, Fagen will act as the general contractor on the project.
Fagen, Inc. has extensive experience in the area of heavy industrial projects,
particularly agricultural based facilities. The expertise of Fagen in
integrating process and facility design into a construction and operationally
efficient facility is very important. In many instances, Fagen, Inc. has been
asked to return to the plant as the maintenance contractor or follow up
construction for major expansions. Fagen, Inc. has done repeat work for Chief
Ethanol Fuels and Minnesota Corn Processors, both of whom rank in the top ten in
terms of the largest ethanol producers.

         Fagen's understanding of operational efficiencies and integration of
various processes are essential to our success. Fagen, Inc. also has knowledge
and support to assist our management team in executing a successful start-up.
Fagen, Inc. is a meaningful project participant because of its investment and
desire to facilitate the project's successful transition from start-up to
day-to-day profitable operation.

         General Terms and Conditions

         We entered into a Lump-Sum Design Build Contract with Fagen, Inc. (the
"Construction Agreement"). The Construction Agreement is dated January 13, 2006,
but it was not mutually executed by the parties until January 23, 2006. Under
the Construction Agreement, Fagen will provide all work and services in
connection with the engineering, design, procurement, construction startup,
performances tests, training for the operation and maintenance of the Plant and
provide all material, equipment, tools and labor necessary to complete the Plant
in accordance with the terms of the Construction Agreement. As consideration for
the services to be performed, Fagen will be paid $55,881,454, subject to
adjustments contained in the Construction Agreement.

         We are required to pay an initial payment of $5,000,000, less
retainage, at the time of the notice to proceed. We are required to make
payments to Fagen based upon monthly applications for payment submitted to us by
Fagen, Inc. for all work performed as of the date of the application. We expect
to retain 10% of the amount submitted in each application for payment up to a
maximum of $2,794,073. Retainage will be released upon substantial completion of
the Plant or that related to completed portions of the work. All undisputed
amounts not paid within five days after the due date will incur interest.

         If Fagen encounters "differing site conditions," it will expect to be
entitled to an adjustment in the contract price and time of performance, if such
conditions adversely affect its costs and performance time. By "differing site
conditions," we mean any concealed physical conditions at the site that:

         o Materially differ from the conditions contemplated in the
         Construction Agreement; or

         o Any unusual conditions which differ materially from the conditions
         ordinarily encountered in similar work.

         In addition, Fagen is expected to be responsible for the following:

                                       20

<PAGE>

         o Providing all necessary design services, such as architectural,
         engineering and other professional design services, consistent with
         applicable law and provided by licensed design professionals either
         employed by Fagen or qualified independent licensed design consultants;

         o Performing all work in accordance with all legal requirements;

         o Obtaining all underground utility locating service permits, building
         permits, mechanical permits, electrical permits, structure permits and
         above ground storage tank permits;

         o Performing its responsibilities in a safe manner so as to prevent
         damage, injury or loss;

         o Providing to us a warranty that the work performed for us is of good
         quality, conforms to all contract and construction documents, and is
         free of defect in materials and workmanship;

         o For a period of one year after substantial completion, correcting, at
         their cost, any defects in materials and workmanship and commencing
         correction of defects within seven days of receipt of notice from us
         that the work performed was defective;

         o Obtaining and providing us with a certificate of insurance covering
         claims arising from worker's compensation or disability; claims for
         bodily injury, sickness, death or disease, regardless of whether the
         person injured was an employee of Fagen; coverage for usual personal
         injury liability claims for damages sustained by a person as a direct
         or indirect result of Fagen's employment of the person, or sustained by
         any other person; claims for damage or destruction of tangible personal
         property; claims for damages (other than relating to Fagen's work)
         because of injury to or destruction of tangible property; claims
         arising from personal injury, death or property damage resulting from
         ownership, use and maintenance of any motor vehicles; or claims
         pursuant to any duty to indemnify. Such insurance must be maintained
         throughout the development and construction of the Plant; and

         o Indemnifying, defending and holding us, our officers, directors,
         agents and employees harmless against any claims, losses, damages,
         liabilities, including attorney's fees and expenses, for any bodily
         injury, sickness, death or damage or destruction of property if such
         arises from the negligent acts or omissions of Fagen, its consultants,
         agents or employees.

         We expect to be responsible for the following:

         o Obtaining and maintaining liability insurance to protect us from any
         claim that may arise from performance of our responsibilities;

         o Obtaining and maintaining property insurance for the full insurable
         value of the Plant, including professional fees, overtime premiums and
         all other expenses incurred to replace or repair the Plant;

         o Indemnifying, defending and holding Fagen, its officers, directors,
         agents and employees harmless against any claims, losses, damages,
         liabilities, including attorney's fees and expenses, for any bodily
         injury, sickness, death or damage or destruction of property due to the
         negligent act or omission of our officers, directors, agents and
         employees;

         o Rough grading and preparing the construction site to the
         specifications of Fagen;

         o Obtaining septic tank and drain field permits, railroad permits and
         approvals, archeological survey, highway access permit, construction
         air permit, construction permit, operations permit, wastewater permit,
         water appropriation permit, fire protection permit and TTB permit;

                                       21

<PAGE>

         o Procuring potable water supply and distribution, process water supply
         and distribution, fire loop and fire protection system, a continuous
         supply of electricity and natural gas to the site, utility water
         discharge line, wells and well pump, and fencing;

         o Arranging for rail service, tracks, ties and ballast to the Plant.

         Fagen will have the right to stop or postpone work and to reasonably
adjust the time for completion of the Plant if any of the following occurs:

         o There is a force majeure event, such as, without limitation, floods,
         earthquakes, hurricanes, tornadoes, adverse weather conditions not
         reasonably anticipated or acts of God; sabotage; vandalism beyond that
         which could reasonably be prevented; terrorism; war; riots; fire;
         explosion; blockades; insurrection; strike; slow down or labor
         disruptions; economic hardship or delay in the delivery of materials or
         equipment that is beyond the control of Fagen, and action or failure to
         take action by any governmental authority, but only if such
         requirements, actions, or failures to act prevent or delay performance;
         and inability, despite due diligence, to obtain any licenses, permits,
         or approvals required by any governmental authority

         o The presence of any hazardous conditions at the construction site.
         Upon receiving notice of a hazardous condition, we must immediately
         proceed to correct the condition. After the condition is corrected and
         our experts provides written certification that the hazardous condition
         has been corrected and all necessary governmental approvals have been
         obtained, Fagen should resume work in the effected area. Fagen may be
         entitled to an adjustment in price and time for completion of the Plant
         if its price and time for performance has been adversely affected by
         the hazardous condition;

         o Work on the Plant has stopped for 60 consecutive days, or more than
         90 days total, because of any order from us or a court or governmental
         authority, if such stoppage is not because of any act or omission of
         Fagen or because we failed to provide Fagen with information, permits
         or approvals for which we will be responsible. Fagen may terminate the
         Construction Agreement if we do not begin to correct the above within
         seven days after receipt of Fagen's termination notice.

         All drawings, specifications, calculations, data, notes and other
materials and documents furnished by Fagen will be owned by Fagen. We will be
granted an irrevocable limited license to use such drawings, specifications and
related documents in connection with our occupancy and repair of the Plant.

         Timetable for Completion of the Plant, Early Completion Bonus and
         Liquidated Damages

         It is estimated that the Plant will be substantially completed within
485 days after the notice to proceed, which may not be given prior to March 1,
2006. Fagen is entitled to an early completion bonus if the project is finished
ahead of schedule and is required to pay liquidated damages in the event the
project is not timely completed. This schedule also assumes that weather,
strikes, and other factors beyond our control do not upset our timetable. There
can be no assurance that the timetable that we have set will be followed, and
factors or events beyond our control could hamper our efforts to complete the
project in a timely fashion.

         It is anticipated that Fagen, Inc. will deliver the plant on time.
However, it is unknown at this time exactly how many plants Fagen, Inc. has
contracted to build, but it is believed that the number of plants Fagen, Inc.
has contracted to build in the coming year and a half is substantial. Further,
Fagen, Inc. owns controlling interest in more than one of the plants that are
presently being constructed. Therefore, because Fagen, Inc. has much larger
interests in plants currently under construction than ours, (which could cause
Fagen, Inc. to commit more of its time and resources into the construction of
such plants) and because Fagen, Inc. has taken on so much work, there is a risk
that Fagen, Inc. could fail to perform in a timely manner and not be able to
build our plant within the time frame outlined by our contract with Fagen, Inc.

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<PAGE>

         Termination

         Both parties have the right to terminate the Construction Agreement for
cause. If we terminate the Construction Agreement without cause or if Fagen
terminates the Construction Agreement for cause, then we will be required to pay
Fagen for (i) all work executed prior to termination, (ii) Fagen's reasonable
costs and expenses attributable to such termination, (iii) amounts due in
settlement of terminated contracts with subcontractors and design consultants,
(iv) overhead and profit margin of fifteen percent on the sum of (i) and (ii),
(v) all retainage withheld by us on account of work that was completed in
accordance with the Construction Agreement, and (iv) $1,250,000 for the use of
Fagen's work product if we resume construction of the plant without utilizing
Fagen's services.

         Dispute Resolution

         The Construction Contract provides that disputes would first be
resolved through discussions between Fagen and us. If the dispute is still not
resolved, then the parties would submit the matter to non-binding mediation. In
the event that the dispute is still not settled, the matter must be resolved by
arbitration in accordance with the Construction Industry Arbitration Rules and
Mediation Provisions of the American Arbitration Association, unless the parties
agree otherwise. The determination of the arbitrator is expected to be final and
may not be appealed to any court. The prevailing party in any arbitration
proceeding is entitled to recover reasonable attorney's fees and expenses
incurred.

Regulatory Permits

         We engaged two different environmental consulting firms to coordinate,
advise and assist us with obtaining certain environmental, occupational health,
and safety permits, plans, submissions, and programs. Many of those permits are
discussed below. In addition to these permits, we have applied and will apply
for other local, state, and federal permits related to environmental,
occupational health, and safety requirements as needed. The information below is
based in part on information generally relied upon by consultants and may
include certain assumptions regarding the accuracy of specifications provided by
manufacturers of the equipment and other components used in the construction of
the Plant.

         Phase I Environmental Permit

         Before construction could begin, we had to obtain a Phase I
Environmental Permit, which stated that the proposed site was not contaminated
in anyway that would pose an environmental hazard to anyone working at the site.
We entered into an agreement with PSI, Inc. of Omaha, NE to perform this work.
They completed their study and found that there were no such hazards present at
the proposed site, and that we would be able to proceed with construction.

         Air Permit

         We engaged NRG (Natural Resource Group) to do the modeling and obtain
our air permit for the plant in Shenandoah. As of this writing, that process is
almost completed and we anticipate that our air permit will be obtained from the
IDNR by the time we are ready to commence construction. However, no concrete can
be laid until this permitting is completed.

         Waste Water Discharge Permit

         This Plant will be a zero-discharge facility. We expect that we will
use water to cool our closed circuit systems in the Plant. In order to maintain
a high quality of water for the cooling system, the water will be continuously
replaced with make-up water. As a result, this plant will discharge clean,

                                       23

<PAGE>

non-contact cooling water from boilers and the cooling towers. Several discharge
options, including publicly owned treatment works, use of a holding pond,
discharge to a receiving stream, subsurface infiltration, irrigation and other
options are under consideration by our consulting engineers and us. All of our
waste water will be returned to the City of Shenandoah, therefore, it is our
understanding that we will not need to apply for this permit because we will not
be releasing waste water. The disposal of waste water will be the city's
responsibility.

         Storm Water Discharge Permit and Storm Water Pollution Prevention Plan
         (SWPPP Permits)

         Before we can begin construction of our Plant, we must obtain an
Industrial Storm Water Discharge Permit from the Iowa Department of Natural
Resources ("IDNR"). This permit is required for any construction project. We
were informed by the IDNR that we simply have to file a Notice of Intent in a
local newspaper as well as a Notice of Intent to them. This permit will be
classified as either general or specific by the IDNR and the application for it
must be filed before construction begins. In connection with this permit and
notice, we must also have a Storm Water Pollution Prevention Plan in place that
outlines various measures we plan to implement to prevent storm water pollution.

         If the IDNR does not object to the notice of intent, according to
representatives of NRG, we could begin construction and allow storm water
discharge 3 business days after the filing. As part of the application for the
Construction Site Storm Water Discharge Permit, we will need to prepare a
construction site erosion control plan. We would also be subject to certain
reporting and monitoring requirements. This is also something we intend to hire
out to a third party experienced with plans and filings.

         We entered into an agreement with NRG in the fall of 2005, to obtain
these permits.

         Bureau of Alcohol, Tobacco and Firearms Requirements

         Before we can begin operations, we will have to comply with applicable
Bureau of Alcohol, Tobacco and Firearms ("ATF") regulations. These regulations
require that we first make application for and obtain an alcohol fuel producer's
permit. 27 CFR ss.19.915. The application must include information identifying
the principal persons involved in our venture and a statement as to whether any
such person has ever been convicted of a felony or misdemeanor under federal or
state law. The term of the permit is indefinite until terminated, revoked, or
suspended. The permit also requires that we maintain certain security measures.
We must also secure an operations bond pursuant to 27 CFR ss. 19.957. There are
other taxation requirements related to special occupational tax and a special
tax stamp.

         FAA

         The proposed site in Shenandoah, Iowa is situated within a few thousand
feet of the Shenandoah airport. Our highest structure, the grain leg between our
two main storage silos, was anticipated to be 165'. Therefore, we needed to
receive approval from the FAA to build the Plant at the Shenandoah site.

         The City Engineer in Shenandoah, who has had significant dealings with
the FAA indicated to us that he didn't believe there would be a problem if we
kept the structure below 150'. Engineers at Fagen, Inc., Inc. indicated that
that had faced that problem before and stated that they could redesign the Plant
to keep the grain leg under 150'. Therefore, we applied to the FAA for the
approval to build the Plant with the highest structure not to exceed 165'. We
were granted that approval to build on January 6, 2005. However, we were also
told that we could only build as long as the highest structure did not exceed
150'. Engineers at Fagen, Inc. have since redesigned the plant not to exceed
150' by lowering the grain leg and installing a series of conveyor belts that
will effectively move the grain into the hammer mill.

                                       24

<PAGE>

         EPA

         Even if we receive all environmental permits for construction and
operation of the Plant, we will also be subject to oversight activities by the
EPA. There is always a risk that the EPA may enforce certain rules and
regulations differently than an individual state's environmental administrators.
Environmental rules are subject to change, and any such changes could result in
greater regulatory burdens.

         Expected Timing of Permitting and Consequences of Delay or Failure

         Without the air pollution construction permits, we will be unable to
begin construction. As stated above, these permits have been applied for and it
is anticipated that the air pollution construction permit applications will be
obtained prior to the beginning of construction. Once granted, the permit is
valid indefinitely until the plant is modified or there is a process change that
changes air emissions.

         We must complete our spill prevention control and countermeasure
("SPCC") plan at or near the time of commencement of operations. That is in the
process of being completed and near completion.

         If we decided to expand the plant and perhaps drill a well at the site,
we would also need to obtain a high capacity water withdrawal permit before
commencing operations, However, there is no assurance that this permit would be
granted.

         We must obtain an Alcohol Fuel Producer's Permit, post an operations
bond, and file certain information with the Bureau of Alcohol, Tobacco, and
Firearms before we begin operations. We anticipate applying for this permit in a
timely fashion and believe that the permit will be granted. However, no
assurance can be given that it will be granted.

         Without the air pollution construction permit, the waste water
discharge permit, the various storm water discharge permits, water withdrawal
permit, spill prevention control and countermeasures plan, and alcohol fuel
producer's permit, we will be unable to begin or continue operations.

         Small Ethanol Producer Tax Credit

         "Small Ethanol Producers" are allowed a 10-cents-per-gallon production
income tax credit on up to 15 million gallons of production annually. The Energy
Policy Act of 2005 (H.R. 6) changed the definition of a "small ethanol producer"
from 30 million gallons per year to 60 million gallons per year to reflect the
changing nature of the industry. Therefore, we believe we will qualify to
receive the credit under current law, and will apply for said tax-credit once we
are in production. Said legislation was introduced by U.S Congressman Steve King
(R-IA) (H.R. 36). Congressman King represents the district in which Shenandoah
is located. Specifically, producers producing up to 60 million gallons of
ethanol per year became eligible to receive the credit. With the tax legislation
enacted, we expect to receive the credit for our first 15 million gallons of
annual production. We believe this credit will be beneficial to our profits and
loss statements.

         Environmental Compliance Costs

         After construction of the Plant and after we obtain the initial
regulatory approvals to operate the Plant, we do not expect that compliance with
current applicable federal, state and local environmental regulations will have
a material impact on our capital expenditures, earnings or competitive position.
After the construction of the Plant is completed, we do not expect to make
significant capital expenditures for environmental control facilities during the
two fiscal years to follow, or thereafter for the foreseeable future. According
to Fagen, Inc. representatives, approximately 6% to 8% of the projected costs to
construct the plant will be spent on environmental control facilities. This

                                       25

<PAGE>

would equate to expenditures of approximately $3.4 to $4.5 million dollars. The
estimates provided in this paragraph are subject to change based on amendments
to existing rules or regulations or the adoption of new environmental rules or
regulations that may affect the Plant or our operations.

Nuisance

         Even if we receive all EPA and Iowa environmental permits for
construction and operation of the Plant, we may be subject to the regulations on
emissions by the Environmental Protection Agency. We could also be subject to
environmental or nuisance claims from adjacent property owners or residents in
the area arising from odors or other air or water discharges from the Plant,
although we do not expect any such claims. To minimize the risk of such claims,
we intend to employ a thermal oxidizer.

Acquisition of Superior Ethanol, LLC

         On February 22, 2006, we acquired all of the outstanding ownership
interest in Superior Ethanol, LLC. Superior has options to acquire at least 135
acres of property in Dickinson County, Iowa, has completed a feasibility study
relating to the construction of an ethanol plant on this site, the site is zoned
as "heavy industrial," the site has been awarded a property tax abatement from
Dickinson County, Iowa, and Superior had more than $200,000 in cash at closing.
In consideration for the acquisition of Superior as a wholly owned subsidiary of
the Company, we issued of 100,000 shares of our restricted common stock to Brian
Peterson, a director of the Company. Prior to the acquisition, substantially all
of Superior was owned by Mr. Peterson.


I
tem 1A. Risk Factors

         An investment in our securities involves substantial risks and the
investment is suitable only for persons with the financial capability to make
and hold long-term investments not readily converted into cash. Investors must,
therefore, have adequate means of providing for their current and future needs
and personal contingencies. Prospective purchasers of our securities should
carefully consider the Risk Factors set forth below, as well as the other
information appearing in this report, before making any investment in our
securities. Investors should understand that there is a possibility that they
could loose their entire investment in the Company.

Risks Related to the Common Stock

         We plan to construct the Plant by means of substantial leverage of
equity, resulting in substantial debt service requirements that could reduce the
value of your investment.

         We raised gross proceeds of $34,459,900 in our recent public offering.
Upon completion of the Plant, we anticipate that our total term debt obligations
will be approximately $47 million. As a result, our capital structure will be
highly leveraged. Our debt load and service requirements could have important
consequences which could reduce the value of your investment, including:

         o Limiting our ability to borrow additional amounts for operating
         capital and other purposes or creating a situation in which such
         ability to borrow may be available on terms that are not favorable to
         us;

         o Reducing funds available for operations and distributions because a
         substantial portion of our cash flow will be used to pay interest and
         principal on our debt;

         o Making us vulnerable to increases in prevailing interest rates;

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<PAGE>

         o Placing us at a competitive disadvantage because we may be
         substantially more leveraged than some of our competitors;

         o Subjecting all, or substantially all of our assets to liens, which
         means that there will be virtually no assets left for stockholders in
         the event of a liquidation; and,

         o Limiting our ability to adjust to changing market conditions, which
         could increase our vulnerability to a downturn in our business or
         general economic conditions.

         In the event that we are unable to pay our debt service obligations, we
could be forced to: (a) reduce or eliminate dividends to stockholders, if they
were to commence or (b) reduce or eliminated needed capital expenditures. It is
possible that we could be forced to sell assets, seek to obtain additional
equity capital or refinance or restructure all or a portion of its debt. In the
event that we are unable to refinance our indebtedness or raise funds through
asset sales, sales of equity or otherwise, our business would be adversely
affected and we may be forced to liquidate, and investors could lose their
entire investment.

There is currently no established public trading market for our common stock and
your investment may be illiquid for an indefinite amount of time.

         We have applied for listing on the NASDAQ Small Cap market. Our
application is under review. Although we have no reason to believe our
application to NASDAQ will not be accepted, no assurance can be given that our
stock will be accepted for listing or trading on the NASDAQ Small Cap market, on
any exchange or in any other market. Therefore, no assurance can be given that
an active, public trading market will ever develop.

Our lenders require us to abide by certain restrictive loan covenants that may
hinder our ability to operate and reduce our profitability.

         The loan agreements governing our secured debt financing contain a
number of restrictive affirmative and negative covenants. These covenants limit
our ability to, among other things:

         o        Incur additional indebtedness;

         o        Make capital expenditures in excess of prescribed thresholds;

         o        Pay dividends to stockholders;

         o        Make various investments;

         o        Create liens on our assets;

         o        Utilize the proceeds of asset sales; or,

         o        Merge or consolidate or dispose of all or substantially all of
                  our assets.

         We are also required to maintain specified financial ratios, including
minimum cash flow coverage, minimum working capital and minimum net worth. Our
lenders may utilize a portion of any excess cash flow generated by operations to
prepay our term debt. A breach of any of these covenants or requirements could
result in a default under our debt agreements. If we default, and if such
default is not cured or waived, our lenders could, among other remedies,
accelerate our debt and declare that such debt is immediately due and payable.
If this occurs, we may not be able to repay such debt or borrow sufficient funds

                                       27

<PAGE>

to refinance. Even if new financing is available, it may not be on terms that
are acceptable. Such an occurrence could cause us to cease building the Plant,
or if the Plant is constructed, such an occurrence could cause us to cease
operations. No assurance can be given that our future operating results will be
sufficient to achieve compliance with such covenants and requirements, or in the
event of a default, to remedy such default.

The common stock may be diluted in value and will be subject to further dilution
in value.

         We issued a total of 765,000 shares of common stock to our founders and
to seed capital investors in a private offering. Initially, 550,000 shares of
common stock were sold to our two founding stockholders at $0.25 per share. We
then issued an additional 215,000 shares were sold to seed capital investors at
a price of $2.50 per share. We then issued 3,445,990 shares of common stock at
$10 per share, which included warrants exercisable for approximately 861,498
shares of common stock for aggregate consideration of approximately $25,844,940
in our public offering that closed in November 2005. Soon thereafter we issued
an additional 5,000 shares to a director of our Company for services rendered,
and an additional 5,000 shares were issued in January 2006, to the engineering
firm that designed the rail layout for our plant for services rendered. If for
any reason we are required in the future to raise additional equity capital, if
options of any kind or additional shares were issued to our officers and
directors, or to other members of our management or employees, our current
shareholders may suffer further dilution to their investment. There is no
assurance that further dilution will not occur in the future.

Risks Related to the Company

We have no operating history and our management has no material experience in
the ethanol industry.

         We were recently formed and have no history of operations. Our proposed
operations are subject to all the risks inherent in the establishment of a new
business enterprise. Other than our general manager, no one else in the
Company's management has any material experience in the ethanol industry. There
is no assurance that we will be successful in our efforts to build and operate
the Plant. Even if we successfully meet all of these objectives and begin
operations at the Plant, there is no assurance that we will be able to market
the ethanol produced or operate the Plant profitably.

We may not be able to manage our start-up period effectively.

         We anticipate a period of significant growth, involving the
construction and start-up of operations of the Plant and the hiring of our
employees. This period of growth and the start-up of the Plant are likely to be
a substantial challenge to us. We have limited financial and human resources. We
will need to implement operational, financial and management systems and to
recruit, train, motivate and manage our employees. We operate in an area of low
unemployment. Though we believe that we can manage start-up effectively and
properly staff our operations, there is no assurance that this will occur, and
any failure by us to manage our start-up effectively could have a material
adverse effect on us, our financial condition, cash flows, results of operations
and our ability to execute our business plan.

If our cash flow from operations is not sufficient to service our anticipated
debts, then the business may fail and investors in our stock could lose their
entire investment.

         Our ability to repay our anticipated debt will depend on our financial
and operating performance and on our ability to successfully implement our
business strategy. We cannot assure anyone that we will be successful in
implementing our strategy or in realizing our anticipated financial results. Our
financial and operational performance depends on numerous factors including
prevailing economic conditions and certain financial, business and other factors
beyond our control. Our cash flows and capital resources may be insufficient to
repay our anticipated debt obligations. If we cannot pay our debt service, we
may be forced to reduce or delay capital expenditures, sell assets, restructure

                                       28

<PAGE>

our indebtedness or seek additional capital. If we are unable to restructure our
indebtedness or raise funds through sales of assets, equity or otherwise, our
ability to operate could be harmed and the value of our common stock could
decline significantly.

         The institutions lending funds to us are taking a security interest in
our assets, including the property and the Plant. If we fail to make our debt
financing payments, the lenders will have the right to repossess the secured
assets, including the property and the Plant, in addition to other remedies.
Such action would end our ability to continue operations. If we fail to make our
financing payments and we cease operations, your rights as a holder of common
stock are inferior to the rights of our creditors. We may not have sufficient
assets to make any payments to you after we pay our creditors.

         It is also our intention to attempt to build other plants at other
locations, to expand at the sites on which we do build, and to aggressively
pursue the acquisition of existing plants. If we are successful in accomplishing
our goals, we may have to borrow even greater amounts of capital to fund said
growth and/or issue additional shares of our stock. This could leverage us even
further and cause greater dilution to our existing shareholders. If our cash
flows were to diminish for any reason and we were not able to service our debt
or raise additional equity through further sales of our shares, our lenders
could call our debt and the value of our shares could decline substantially and
purchasers of the shares of our Company could lose their entire investment.

A necessary part of our plan of operations is the receipt of significant debt
funding, of which there can be no assurance.

         We entered into loan arrangements whereby Farm Credit Services of
America, FLCA and other participating lenders have agreed to loan us up to
$47,000,000. The loan agreements contain representations, warranties, conditions
precedent, affirmative covenants (including financial covenants) and negative
covenants. There can be no assurance that we will be or continue to be in
compliance with these representations, warranties, conditions precedent,
affirmative covenants (including financial covenants) and negative covenants. In
the event that we are in non-compliance, then the lenders may refuse or
terminate the funding of the project in which case we would not have the funding
to complete construction of the Plant or commence operations. Without such
funding the value of our common stock would probably decrease substantially.

Our business success is dependent on unproven management.

         Prior to hiring Allen Sievertsen, our general manager, no one in the
management of our Company had any prior experience in the ethanol business.
Allen oversaw the construction of the Husker Ag plant in Plainview, NE and acted
as its general manager for approximately 4.5 years, prior to joining our
Company. Although Mr. Sievertsen has overseen the construction of an ethanol
plant before, and has successfully managed an extremely profitable Fagen built
plant, we are still presently, and likely will continue to be, heavily dependent
upon our current management, who, with the exception of Mr. Sievertsen, were
also the founding stockholders. We presently have only 3 employees, and our
founders and initial directors will therefore be instrumental to our success.

         We currently have nine directors. Our two founding stockholders and
initial directors live in Nevada and Utah. Since inception, seven other
directors have been added to our board. Five of those directors live in Iowa, an
eighth lives in Nevada, and the ninth in Utah. These individuals are experienced
in business generally, and some have experience in raising capital, others in
construction, as well as in governing and operating companies, but none of them
have any experience in organizing, building and operating an ethanol plant. It
is also possible that one or more of our founding stockholders and/or initial
directors may later become unable to serve, and we may be unable to recruit and
retain suitable replacements. Our dependence on our founding stockholders and
initial directors may have a material adverse impact upon our operations, our
cash flows and overall financial performance.

                                       29

<PAGE>

         Our board of directors will have the exclusive right to make all
decisions with respect to the management and operation of our business and our
affairs. Investors will have no right to participate in the decisions of our
board of directors or in the management of the Plant. Investors will only be
permitted to vote in a limited number of circumstances. Accordingly, no person
should purchase securities unless such person is willing to entrust all aspects
of our management to the board of directors. We are presently managed by our
board of directors. However, none of the directors have expertise in the ethanol
industry. In addition, all members of our board of directors are presently
engaged in business and other activities outside of and in addition to our
business. These other activities all impose substantial demand on the time and
attention of such directors.

         We anticipate hiring a plant manager for the Plant with experience in
the ethanol industry and a production plant similar to our proposed Plant. We
also intend to hire a controller that has both experience as a controller of a
public company and experience with an ethanol production plant. However, there
is no assurance that we will be successful in attracting or retaining such
individuals because of a limited number of individuals with expertise in the
area and a competitive market with many new plants being constructed.
Furthermore, we may have difficulty in attracting other competent personnel to
relocate to Shenandoah, Iowa, in the event that such personnel are not available
locally. Our failure to attract and retain such individuals would likely have a
material adverse effect on our operations, cash flows and financial performance.

We have a history of losses and may never become profitable.

         For the period from our formation on June 29, 2004 through November 30,
2005, we incurred an accumulated net loss of $447,749. We believe we will
continue to incur significant losses from this time forward until we are able to
successfully complete construction and commence operations of the Plant. There
is no assurance that we will be successful in our efforts to build and operate
an ethanol plant. Even if we successfully meet all of these objectives and begin
operations at the ethanol plant, there is no assurance that we will be able to
operate profitably.

We will be dependent on Fagen, Inc. for expertise in the commencement of
operation in the ethanol industry and any loss of this relationship could result
in diminished returns or the entire loss of any investment.

         We are dependent on our relationship with Fagen, Inc., and its
employees. Specifically, we are dependent upon the Fagen, Inc. employees Mr.
Roland "Ron" Fagen, Inc. and Mr. Wayne Mitchell. Mr. Fagen, Inc. and Mr.
Mitchell have considerable experience in the construction, start-up and
operation of ethanol plants. Any loss of our relationship with Fagen, Inc., Mr.
Fagen, or Mr. Mitchell, particularly during the construction and start-up period
for the Plant, may have a material adverse impact on our operations, cash flows
and financial performance.

Risks Related to Construction of the Plant

We will depend on key suppliers, whose failure to perform could hinder our
ability to operate profitably and decrease the value of your investment.

         We are highly dependent upon Fagen, Inc. to design and build the Plant
under our Design-Build Agreement. There are general risks and potential delays
associated with such a project, including, but not limited to, fire, weather,
permitting issues, and delays in the provision of materials or labor to the
construction site. Any significant delay in the planned completion date may have
a material adverse effect on our operations, cash flows and financial
performance.

         It is believed that Fagen, Inc. has entered into agreements to build
numerous other ethanol plants such as our proposed plant and to expand several
other existing plants. There is a risk that Fagen has taken on so much work that

                                       30

<PAGE>

Fagen might not be able to perform in a timely manner. If this were to be the
case, Fagen, Inc. may be forced to terminate some of its relationships with
entities for whom Fagen, Inc. has contracted to build plants, or perhaps not be
able to construct said plants within the timeframes promised. If Fagen were to
terminate its relationship with us after construction was initiated, there is no
assurance that we would be able to obtain a replacement general contractor.
Fagen is one of the most respected builders of ethanol plants in the country and
we anticipate that the Plant will be delivered as promised by Fagen. However, if
Fagen were not able to deliver the Plant within the timetable promised, we could
come into a situation of default with our lenders. Any such event would likely
have a material adverse affect on our operations, cash flows and financial
performance.

         The Design-Build Agreement contains a liquidated damages or
consequential damages provision. This would benefit us, but it could result in
an early completion bonus clause for Fagen, Inc. Our payment of an early
completion bonus could substantially reduce our net cash flows and financial
performance during the periods of the payment of such bonus.

We will depend on Fagen, Inc. for timely completion of our plant and training of
personnel, but Fagen, Inc.'s involvement in other projects could delay the
commencement of our operations and further delay our ability to commence
operations.

         We believe Fagen, Inc. is negotiating and has undertaken with other
parties to begin the construction of numerous other ethanol plants in 2006. If
Fagen, Inc. has entered into other Design-Build contracts with liquidated damage
or consequential damage clauses with other plants, there could be substantial
risk to our project. For example, if Fagen, Inc. is under pressure to complete
another project in order to avoid the operation of such a clause or is already
operating under such a clause, Fagen, Inc. may prioritize the completion of
these other plants ahead of our Plant. As a result, our ability to sell ethanol
products would be delayed having a material adverse effect upon our operations,
cash flows, and financial performance.

         It is also believed that Fagen, Inc. has investments in other projects
currently under construction, as well as others that are scheduled to be built,
that are substantially greater than the investment Fagen has in our project. No
assurance can be given that Fagen will not commit more of its time and resources
to complete such projects more quickly than ours. As a result, our ability to
sell ethanol and distillers grains would be delayed having a material adverse
effect upon our operations, cash flows, and financial performance.

         We are also highly dependent upon Fagen's experience and ability to
train our personnel in operating the Plant. If the Plant is built and does not
operate to the level anticipated by us in our business plan, we will rely on
Fagen, Inc. to adequately address such deficiency. There is no assurance that
Fagen, Inc. will be able to address such deficiency in an acceptable manner.
Failure to do so could have a material adverse affect on our operations, cash
flows and financial performance.

Construction delays could result in a delay in our commencement of operations
and generation of revenue, if any.

         We expect that, at the earliest, it will be April or May of 2007,
before we begin operation of the Plant. However, it could be at late as August
under the contract we have with Fagen. Construction projects often involve
delays in obtaining permits, construction delays due to weather conditions, or
other events that delay the construction schedule. In addition, changes in
interest rates or the credit environment or changes in political administrations
at the federal, state or local level that result in policy change towards
ethanol or this project, could cause construction and operation delays. If it
takes longer to obtain necessary permits or construct the Plant than we
anticipate, it would delay our ability to generate revenues and make it
difficult for us to meet our debt service obligations. This could reduce the
value of our common stock and could negatively affect our ability to execute our
plan of operation.

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If there are defects in Plant construction it may negatively affect our ability
to operate the Plant.

         There is no assurance that defects in materials and/or workmanship in
the Plant will not occur. Under the terms of the Design-Build Contract, Fagen,
Inc. has warranted that the material and equipment furnished to build the Plant
would be new, of good quality, and free from material defects in material or
workmanship at the time of delivery. Though the Design-Build Contract requires
Fagen, Inc. to correct all defects in material or workmanship for a period of
one year after substantial completion of the Plant, material defects in material
or workmanship may still occur. Such defects could cause us to delay the
commencement of operations of the Plant, or, if such defects are discovered
after operations have commenced, to halt or discontinue the Plant's operation.
Any such event may have a material adverse effect on our operations, cash flows
and financial performance.

Any delay or unanticipated cost in providing rail service infrastructure to the
Plant could significantly impede our ability to successfully operate the Plant
at a profit.

         Rail service is not currently available in Shenandoah, Iowa. The site
lies adjacent to the lines of the Burlington Northern Railroad (BNSF). However,
as mentioned above, the spur on which the plant will be located has been closed
by BNSF and needs to be upgraded to meet HAZMAT (Hazardous Materials) standards.
Approximately 20 miles of the spur will need to be upgraded. The cost to upgrade
the rail will be approximately $3.5 million. We have entered into an agreement
with BNSF regarding these improvements, but there is not assurance that this
work will be completed in a timely fashion. If the track is not upgraded and
built in a timely fashion it could delay our ability to begin operations in the
most profitable manner.

         We will need to construct additional track from the main line and lay
more track for railcar storage at the Plant and along a portion of the spur that
we are going to purchase from BNSF that will be deemed "Industrial Track" that
we will be responsible to upgrade at additional cost to the Company. In order to
have rail service for the Plant, a rail siding to accommodate at least 35 rail
cars of approximately 5,800 feet will need to be added to the site. The
estimated cost of adding such rail is approximately $1,900,000. We intend to
negotiate with a third party contractor that is experienced in rail construction
to provide this rail at the Plant and to upgrade the portion of the spur that we
will be purchasing from BNSF. There is no assurance that an acceptable agreement
will be reached with such a third party to do this, or on acceptable terms. We
believe we will be able to locate such a third party and reach an acceptable
agreement. However, no assurance can be given that we will be successful in
doing so and failure to locate and contract with such a third party would have a
material adverse effect on us, our cash flows and financial performance.

Any material variations to the actual cost verses our cost estimates relating to
the construction and operation of the Plant could materially and adversely
affect our ability to operate the Plant profitably.

         It is anticipated that Fagen, Inc. will construct the Plant for a fixed
contract price, based on the plans and specifications in the anticipated
Design-Build Contract. We have based our capital needs on a design for the Plant
that will cost $55.81 million and additional start-up and development costs of
$25.26 million for a total of $81.4 million. This price includes construction
period interest, construction contingencies and approximately $7 million in
working capital to purchase such things as corn, enzymes, denaturant, and
natural gas at start up.

         There is no assurance that the final cost of the Plant will not be
higher. There is no assurance that there will not be design changes or cost
overruns associated with the construction of the Plant. Any significant increase
in the estimated construction cost of the Plant may have a material adverse
effect on our operations, cash flows and financial performance.

         We will acquire insurance that we believe to be adequate to prevent
loss from foreseeable risks. However, events occur for which no insurance is
available or for which insurance is not available on terms that are acceptable
to us. Loss from such an event, such as, but not limited to, earthquake,

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<PAGE>

tornados, war, riot, terrorism or other risks, may not be insured and such a
loss may have a material adverse effect on our operations, cash flows and
financial performance.

Risks Related to Ethanol Production

         Our ability to operate at a profit is largely dependent on grain prices
and ethanol and distillers dried grains prices. Our results of operations and
financial condition will be significantly affected by the cost and supply of
grain and by the selling price for ethanol and DDGS. Price and supply are
subject to and determined by market forces over which we have no control. We
will be dependent on the availability and price of corn. Although the areas
surrounding the Plant produce a significant amount of corn and we do not
anticipate problems sourcing corn, there is no assurance that a shortage will
not develop, particularly if there were an extended drought or other production
problem. In addition, our financial projections assume that we can purchase
grain for approximately $2.25 per bushel. The current straight, average price
for corn in the Shenandoah area is much less, approximately $1.76 per bushel.
Over the past ten years, the average price for corn has been approximately
$2.185 per bushel in Iowa. However, there is no assurance that we will be able
to purchase corn for any of these prices. Corn prices are primarily dependent on
world feedstuffs supply and demand and on U.S. and global corn crop production.
These factors can be volatile because of weather, stocks prices, export prices
and the government's agricultural policy. The price of corn has fluctuated
significantly in the past and may fluctuate significantly in the future.

         We anticipate purchasing our corn from farmers in the area surrounding
the Plant and in the cash market and hedging corn through futures contracts to
reduce short-term exposure to price fluctuations. We intend to contract with
third parties to manage our hedging activities and corn purchasing. However, we
have no definitive agreements with any third party to do so at this time, nor do
we have any contracts with any corn producers to provide corn to the Plant. We
may also enter into supply agreements with local elevators for the origination,
supply and delivery of corn to the Plant. There is no assurance that such
agreements will be available or be on acceptable terms. Our purchasing and
hedging activities may or may not lower our price of corn, and in a period of
declining corn prices, these advance purchase and hedging strategies may result
in our paying a higher price for corn than our competitors. Further, hedging for
protection against the adverse changes in the price of corn may be unsuccessful,
and could result in substantial losses to us. Generally, higher corn prices will
produce lower profit margins. This is especially true if market conditions do
not allow us to pass through increased corn costs to our customers. There is no
assurance that we will be able to pass through higher corn prices. If a period
of high corn prices were to be sustained for some time, such pricing may have a
material adverse effect on our operations, cash flows and financial performance.

         Our revenues will be dependent on the market prices for ethanol and
DDGS. These prices can be volatile as a result of a number of factors. These
factors include the overall supply and demand, the price of gasoline, level of
government support, and the availability and price of competing products. For
instance, the price of ethanol tends to increase as the price of gasoline
increases, and the price of ethanol tends to decrease as the price of gasoline
decreases. Any lowering of gasoline prices will likely also lead to lower prices
for ethanol and adversely affect our operating results

Increased ethanol productions may negatively affect ethanol prices and
materially reduce our ability to operation successfully.

         We believe that ethanol production is expanding rapidly at this time.
There are a number of new plants under construction or planned for construction,
both inside and outside the States of Iowa and Nebraska. We further expect
existing ethanol plants to expand by increasing production.

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<PAGE>

         We cannot provide any assurance or guarantee that there will be any
material or significant increases in the demand for ethanol. Increased
production of ethanol may lead to lower prices. The increased production of
ethanol could have other adverse effects as well. For example, the increased
production could lead to increased supplies of co-products from the production
of ethanol, such as DDGS. Those increased supplies could lead to lower prices
for those co-products. Also, the increased production of ethanol could result in
increased demand for corn. This could result in higher prices for corn and corn
production creating lower profits. There can be no assurance as to the price of
ethanol or DDGS in the future. Any material adverse change affecting the price
of ethanol and/or DDGS may have a material adverse effect on our operations,
cash flows and financial performance.

We expect to compete with existing and future ethanol plants and oil companies,
which may result in diminished returns on your investment.

         We will operate in a very competitive environment. We will compete with
large, multi-product companies that have much greater resources than we
anticipate having, and plants with a capacity greater than, equal to or less
than our Plant. We will face competition for capital, labor, management, corn
and other resources. Many of our competitors have greater resources than we
currently have or will have in the future.

         We anticipate that as additional ethanol plants are constructed and
brought on line, the supply of ethanol will increase. The absence of increased
demand may result in prices for ethanol to decrease. There is no assurance that
we will be able to compete successfully or that such competition will not have a
material adverse effect on our operations, cash flows and financial performance.

         We will also compete with producers of other gasoline additives having
similar octane and oxygenate values as ethanol. An example of such other
additives is MTBE, a petrochemical derived from methanol. MTBE costs less to
produce than ethanol. Many major oil companies produce MTBE and because it is
petroleum-based, its use is strongly supported by major oil companies.
Alternative fuels, gasoline oxygenates and alternative ethanol production
methods are also continually under development. The major oil companies have
significantly greater resources than we have to market MTBE, to develop
alternative products, and to influence legislation and public perception of MTBE
and ethanol. Despite this fact, the use of MTBE may become legally restricted as
a pollutant in several, and possibly, most, if not all states. California has
already banned the use of MTBE as have New York and Connecticut. However,
California has asked for a waiver of federal standards requiring oxygenates in
reformulated gasoline in the past. This means that rather than using ethanol as
an alternative oxygenate to MTBE, California sought to be released from federal
requirements to use any oxygenates at all. If such requests were ever granted,
whether limited to or expanded beyond California, the demand for ethanol would
not increase and could diminish. Furthermore, the United States petroleum
industry is pursuing a repeal of all federal oxygenated fuel requirements. These
companies also have sufficient resources to begin production of ethanol should
they choose to do so. Competition from these companies may have a material
adverse effect on our operations, cash flows and financial performance.

We are dependent on others third-party brokers or other to sell our product
which may result in diminished returns.

         We currently have no sales force of our own to market ethanol and DDGS
and do not intend to establish such a sales force. We intend to sell all of our
ethanol to a third-party broker pursuant to an output contract and intend to
contract with a third-party broker to market and sell our DDGS feed products. As
a result, we will be dependent on the ethanol broker and the feed broker. There
is no assurance that we will be able to enter into contracts with any ethanol
broker or feed product broker on acceptable terms. If the ethanol broker
breaches the contract or does not have the ability (for financial or other
reasons) to purchase all of the ethanol we produce, we will not have any readily
available means to sell our ethanol. Our lack of a sales force and reliance on
third parties to sell and market our products may place us at a competitive

                                       34

<PAGE>

disadvantage. Our failure to sell all of our ethanol and DDGS feed products may
have a material adverse effect on our operations, cash flows and financial
performance.

Engaging in hedging activities to minimize the potential volatility of corn
prices could result in substantial costs and expenses.

         In an attempt to minimize the effects of the volatility of corn costs
on operating profits, we will likely take hedging positions in corn futures
markets and in the natural gas markets. Hedging means protecting the price at
which we buy corn and the price at which we will sell our products in the
future. It is a way to attempt to reduce the risk caused by price fluctuation.
The effectiveness of such hedging activities is dependent upon, among other
things, the cost of corn and natural gas and our ability to sell sufficient
amounts of ethanol and DDGS. Although we will attempt to link hedging activities
to sales plans and pricing activities, such hedging activities can themselves
result in costs because price movements in corn contracts and natural gas are
highly volatile and are influenced by many factors that are beyond our control.

Our ability to successfully operate is dependent on the availability of energy
and water at anticipated prices.

         The Plant will require a significant and uninterrupted supply of
electricity, natural gas and water to operate. We plan to enter into agreements
with local gas, electric, and water utilities to provide our needed energy and
water. There can be no assurance that those utilities will be able to reliably
supply the gas, electricity, and water that we need.

         If there is an interruption in the supply of energy or water for any
reason, such as supply, delivery or mechanical problems, we may be required to
halt production. If production is halted for an extended period of time, it may
have a material adverse effect on our operations, cash flows and financial
performance.

         Originally, a new gas pipeline of approximately 9 miles was going to be
built to run to the Plant site. Mid American Energy was going to build this line
for us at an estimated cost of approximately $3,510,000. We would be required to
put up approximately $1.5 million of that cost. Since that time, US Energy
Services, who has been hired as our energy consultant, and Mid American Energy
have discussed this issue and have decided that sufficient gas can be supplied
to the Plant simply by upgrading an existing line running from Red Oak to
Shenandoah. The cost to do this will be significantly less. Therefore, we will
not have to pay any of the $1.5 million dollars we had originally thought we
were going to have to pay. However, no assurance can be given at this time that
the pipeline can be upgraded in a timely manner. If it were not completed by the
time the Plant was ready to commence operations, we could come into a state of
default with our lenders, and we would not be able to commence operations in a
timely manner, which would have an extremely negative effect on our cash flows
and financial performance. Further, even if the pipeline were to be completed on
time, at the present time we have no contracts, commitments or understandings
with any natural gas supplier to supply gas to the plant. We have entered into
an agreement with U.S. Energy Services, Inc. of Wayzata, Minnesota to negotiate
and purchase natural gas for the plant from third party providers of natural gas
for up to six months after the Plant becomes operational. However, there can be
no assurance given at this time that we or U.S. Energy Services will be able to
obtain a sufficient supply of natural gas or that we will be able to procure
alternative sources of natural gas on acceptable terms, even with the assistance
of U.S. Energy Services. In addition, natural gas prices have historically
fluctuated. Presently, prices are significantly higher than the historical
average price - approximately $9.16 mcf. Higher natural gas prices may have a
material adverse effect on our operations, cash flows and financial performance.
Therefore, we urge investors to carefully consider the significant risks
involved concerning the potential of higher natural gas prices in the future in
making a decision about investing in our securities.

                                       35

<PAGE>

         We will also need to purchase significant amounts of electricity to
operate the proposed Plant. We have negotiated an agreement with Mid American
Energy to supply electricity to the Plant in Shenandoah for a period of five
years.. We believe that our agreement with Mid American will be beneficial to
the Company. However, no assurance can be given that we will be able to
negotiate such favorable rates after the five year period is over. Electricity
prices have historically fluctuated significantly. Sustained increases in the
price of electricity would increase our cost of production. As a result, these
issues may have a material adverse effect on our operations, cash flows and
financial performance.

         Sufficient availability and quality of water are important requirements
to produce ethanol. We anticipate that our water requirements to be
approximately 400 to 600 gallons per minute, depending on the quality of the
water. The town of Shenandoah has sufficient capacities of water to meet our
needs and we have negotiated a contract with the city to supply water to the
Plant at a price that we believe will be favorable to our operations. However,
no assurance can be given that a prolonged drought could not diminish the water
supplies in the areas of the proposed Plant, especially if we were to build the
Plant in Shenandoah, or that we would continue to have sufficient water supplies
in the future. Shenandoah is in the southwestern part of the State of Iowa and
has a history of water shortages. Historically, this area of the State has
experienced periods of drought. We are exploring the possibility of drilling
wells in the area of the proposed site in Shenandoah to use as back up for the
Plant. However, no assurance can be given at this time that we will be able to
drill wells at the site or in another location near the site. The inability to
drill such wells, and the possibility of drought, may have a material adverse
effect on our operations, cash flows and financial performance and could even
cause us to cease production for periods of time.

Risk of foreign competition from producers who can produce ethanol at less
expensive prices than it can be produced from corn in the United States.

         According to information obtained from the website of the Iowa Farm
Bureau, at this time, there are large international companies that have much
greater resources than we have, including Cargill, developing foreign ethanol
production capacity. Cargill is currently developing ethanol production capacity
in El Salvador to process Brazilian ethanol for export to the U.S. Long-standing
U.S. trade preferences for Caribbean and Central American countries allow them
to ship ethanol to the U.S. duty-free, avoiding a 54 cent per gallon import
tariff that would otherwise apply. 61 million gallons of ethanol were brought
into the U.S. through the Caribbean in 2003 to avoid said tariff, most of it
reprocessed Brazilian ethanol. Brazil is the world's largest ethanol producer.
They make ethanol primarily from sugarcane for about half of what it costs to
make ethanol from corn in Iowa. Brazil exported another 10 million gallons of
ethanol directly to the U.S. in 2003, even with the full import tariff and could
export even more this year. If significant additional foreign capacity is
created, such facilities could produce a glut of ethanol on the world markets.
Such a glut could lower the price of ethanol throughout the world, including the
U.S. If this were to happen, it could have an adverse effect our operations and
potential profitability.

         Further, if the import duty on foreign ethanol were to ever be lifted
for any reason, our ability to compete with such foreign companies would be
drastically reduced. Although, at this time, such risks cannot be precisely
quantified, we believe that such risks exist, and could increase in the future,
and anyone contemplating a purchase of the securities being offered herewith
should be aware of them and consider them in making their investment decision.

Risks Related to Regulation and Governmental Action

The loss of favorable tax benefits for ethanol production could hinder our
ability to successfully operate.

         Congress currently provides federal tax incentives for oxygenated fuel
producers and marketers. Ethanol blended with gasoline is one of the oxygenated
fuels that qualify for federal tax incentives. These tax incentives allow a
lower federal excise tax rate for gasoline blended with at least 10%, 7.7%, or
5.7% ethanol. Additionally, income tax credits are available for blenders of
ethanol mixtures and small ethanol producers. Gasoline marketers pay a reduced
tax on gasoline sold that contains ethanol. The current credit for gasoline

                                       36

<PAGE>

blended with 10% ethanol is 5.4(cent) per gallon. The subsidy dropped to
5.1(cent) per gallon in 2005. Currently, a gasoline marketer that sells gas
without ethanol must pay a federal tax of 18.4(cent) per gallon compared to
13(cent) per gallon for gas with 10% ethanol. The tax on gasoline blended with
10% ethanol gradually increased to 13.3(cent) per gallon in 2005. Smaller
credits are available for gasoline blended with 7.7 percent and 5.7 percent
ethanol. The ethanol industry and our business are dependent upon the
continuation of the federal ethanol credit. This credit has supported a market
for ethanol that may disappear without the credit.

         The federal tax incentives were scheduled to expire on September 30,
2007, but have recently been replaced by legislation which has extended those
incentives to the year 2010. These tax incentives to the ethanol industry may
not continue beyond their scheduled expiration date or, if they continue, the
incentives may not be at the same level. The revocation or amendment of any one
or more of those laws, regulations or programs could adversely affect the future
use of ethanol in a material way. We cannot assure you that any of those laws,
regulations or programs will continue. The elimination or reduction of federal
tax incentives to the ethanol industry would have a material adverse impact on
our business by making it more costly or difficult for us to produce and sell
ethanol. If the federal ethanol tax incentives are eliminated or sharply
curtailed, we believe that a decreased demand for ethanol will result.

A change in environmental regulations or violations thereof could impede our
ability to successfully operate the Plant.

         We will be subject to extensive air, water and other environmental
regulation and we will need to obtain a number of environmental permits to
construct and operate the Plant. In addition, it is likely that our senior debt
financing will be contingent on our ability to obtain the various environmental
permits that we will require. Assuming we build the Plant in Iowa, the Iowa
Department of Natural Resources ("IDNR") may also require us to conduct an
environmental assessment prior to considering any permits.

         Ethanol production involves the emission of various airborne
pollutants, including particulate (PM10), carbon monoxide (CO), oxides of
nitrogen (N0x) and volatile organic compounds. As a result, we will need to
obtain an air quality permit from the IDNR. We have applied for this permit and
expect that we will be granted the permit prior to the time that construction is
anticipated to commence . We have also applied to the IDNR for a storm-water
discharge permit, a water withdrawal permit, public water supply permit, and a
water discharge permit. We anticipate obtaining these permits before the times
that they will be needed during the construction process. We do not anticipate a
problem receiving all required environmental permits. However, if for any reason
any of these permits are not granted, construction costs for the Plant may
increase, or the Plant may not be constructed at all. In addition, the IDNR
could impose conditions or other restrictions in the permits that are
detrimental to us or which increase costs to us above those assumed in this
project. Any such event would likely have a material adverse impact on our
operations, cash flows and financial performance.

         Even if we receive all required permits from the IDNR, we may also be
subject to regulations on emissions from the Environmental Protection Agency
("EPA"). Currently the EPA's statutes and rules do not require us to obtain
separate EPA approval in connection with construction and operation of the
proposed Plant. Additionally, environmental laws and regulations, both at the
federal and state level, are subject to change and changes can be made
retroactively. Consequently, even if we have the proper permits at the present
time, we may be required to invest or spend considerable resources to comply
with future environmental regulations. If any of these events were to occur,
they may have a material adverse impact on our operations, cash flows and
financial performance.

Our inability to obtain required regulatory permits and/or approvals will impede
our ability and may prohibit completely our ability to successfully operate the
Plant.

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<PAGE>

         We also intend to apply for and receive from the IDNR a storm-water
discharge permit, a water withdrawal permit, public water supply permit, and
possibly a waste water discharge permit, but at this time we do not believe we
will be required to apply for the later permit if we build the Plant in
Shenandoah. The majority of these permits have now been applied for, and we
anticipate that we will be able to successfully obtain all of the necessary
permits prior to the commencement of construction. We do not anticipate a
problem receiving all required environmental permits. However, if for any reason
any of these permits are not granted, construction costs for the plant may
increase, or the plant may not be constructed at all. In addition, the IDNR
could impose conditions or other restrictions in the permits that are
detrimental to us or which increase costs to us above those assumed in this
project. The IDNR and the EPA could also change their interpretation of
applicable permit requirements or the testing protocols and methods necessary to
obtain a permit either before, during or after the permitting process. The IDNR
and the EPA could also modify the requirements for obtaining a permit. Any such
event would likely have a material adverse impact on our operations, cash flows
and financial performance.

         Even if we receive all required permits from the IDNR, we may also be
subject to regulations on emissions from the United States Environmental
Protection Agency, "EPA". Currently the EPA's statutes and rules do not require
us to obtain separate EPA approval in connection with construction and operation
of the proposed Plant. Additionally, environmental laws and regulations, both at
the federal and state level, are subject to change and changes can be made
retroactively. Consequently, even if we have the proper permits at the present
time, we may be required to invest or spend considerable resources to comply
with future environmental regulations or new or modified interpretations of
those regulations, to the detriment of our financial performance.

         Federal government laws that require the use of oxygenated gasoline
encourage ethanol production and use. Ethanol contains 35% oxygen by weight.
When combined with gasoline, ethanol acts as an oxygenate. As a result, the
gasoline burns cleaner, and releases less carbon monoxide and other exhaust
emissions into the atmosphere. The federal government encourages the use of
oxygenated gasoline as a measure to protect the environment. Oxygenated gasoline
is commonly referred to as reformulated gasoline or "RFG."

         The government's regulation of the environment changes constantly. It
is possible that more stringent federal or state environmental rules or
regulations could be adopted, which could increase our operating costs and
expenses. It also is possible that federal or state environmental rules or
regulations could be adopted that could have an adverse effect on the use of
ethanol. For example, changes in the environmental regulations regarding the
required oxygen content of automobile emissions could have an adverse effect on
the ethanol industry. Furthermore, Plant operations likely will be governed by
the Occupational Safety and Health Administration (OSHA). OSHA regulations may
change such that the costs of the operation of the Plant may increase. Any of
these regulatory factors may result in higher costs or other materially adverse
conditions effecting our operations, cash flows and financial performance.

Risks Related to Conflicts of Interest

We have conflicts of interest with Fagen, Inc. which could result in loss of
capital and reduced financial performance.

         As discussed above, we expect that our directors will be advised by one
or more employees or associates of Fagen, Inc. Fagen, Inc. is expected to
continue to be involved in substantially all material aspects of our formation
and operations. Consequently, the terms and conditions of our agreements and
understandings with Fagen have not been negotiated at arm's length. Therefore,
there is no assurance that our arrangements with such parties are as favorable
to us as could have been if obtained from unaffiliated third parties. In
addition, because of the extensive role that Fagen, Inc. is expected to have in
the construction and operation of the Plant, it may be difficult or impossible

                                       38

<PAGE>

for us to enforce claims that we may have against Fagen, Inc. If this were to
occur, it may have a material adverse impact on our operations, cash flows and
financial performance.

         Fagen, Inc. and its affiliates may also have conflicts of interest
because employees or agents of Fagen, Inc. are involved as owners, creditors and
in other capacities with other ethanol plants in the United States. We cannot
require Fagen, Inc. to devote its full time or attention to our activities. As a
result, Fagen, Inc. may have or come to have a conflict of interest in
allocating personnel, materials and other resources to our Plant.

         Though we will attempt to address actual or potential material
conflicts of interest as they arise or become known, we have not established any
formal procedures to address or resolve conflicts of interest. There is no
assurance that any conflict of interest will not have adverse consequences to
our operations, cash flows and financial performance.

Unidentified Risks

         The foregoing discussion is not a complete list or explanation of the
risks involved with an investment in this business. Additional risks will likely
be experienced that are not presently foreseen by us. Investors are not to
construe this report as constituting legal or tax advice. Before making any
decision to invest in us, investors should read this entire report, including
all of its exhibits, and consult with their own investment, legal, tax and other
professional advisors.

         An investor should be aware that we will assert that the investor
consented to the risks and the conflicts of interest described or inherent in
this report if the investor brings a claim against us or any of our directors,
officers, managers, employee, advisors, agents or representatives.


Item 1B. Unresolved Staff Comments

         None


Item 2. Properties

         We currently own approximately 95.91 acres of land in Shenandoah, Iowa
and approximately 12.2 additional acres is being deeded over to us by SCIA
(Shenandoah Chamber and Industry Association). We also own an option on another
property in Atlantic, Iowa and our wholly owned subsidiary, Superior Ethanol,
LLC, owns options on property in Dickinson County, Iowa. We currently own no
ethanol plants. We believe that the property we own or have an option to acquire
in Shenandoah will be adequate to meet the needs of current and expected growth
in Shenandoah. We may, however, to acquire additional sites for additional
ethanol plants.


Item 3. Legal Proceedings

         None


Item 4. Submission of Matters to a Vote of Security Holders

         None

                                       39

<PAGE>


                                     PART II


Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
        Issuer Purchases of Equity Securities

Market Information

         Currently, there is no public trading market for our securities and
there can be no assurance that any market will develop. We have applied for
listing on the NASDAQ Small Cap Market and our application is currently under
review. However, no assurance can be given that our stock will be accepted for
listing or trading on the NASDAQ Small Cap Market, on any exchange or in any
other market. There can be no assurance that an active, public trading market
will ever develop. If a market does develop for our securities, it may be
limited, sporadic and highly volatile.

Shares Available for Future Sale

         As of the date of this report, there are 4,220,990 shares of our common
stock issued and outstanding. Affiliates of the Company own 623,000 shares. See

Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters. The shares held by non-affiliates of the Company
are freely tradable if a market for the securities exists, and the shares held
by affiliates could be sold subject to the volume limitations of Rule 144,
described below. Sales of shares of stock in the public markets may have an
adverse effect on prevailing market prices for the common stock.

         We also have outstanding warrants that are exercisable for 461,498
shares of common stock at an exercise price of $30 per share. The warrants were
sold in our public offering and the common stock issuable upon exercise of the
warrants may also be sold by non-affiliates without restriction if a market
develops.

         Rule 144 governs resale of "restricted securities" for the account of
any person, other than an issuer, and restricted and unrestricted securities for
the account of an "affiliate" of the issuer. Restricted securities generally
include any securities acquired directly or indirectly from an issuer or its
affiliates which were not issued or sold in connection with a public offering
registered under the Securities Act. An affiliate of the issuer is any person
who directly or indirectly controls, is controlled by, or is under common
control with the issuer. Affiliates of a company may include its directors,
executive officers, and person directly or indirectly owning 10% or more of the
outstanding common stock. Under Rule 144 unregistered re-sales of restricted
common stock cannot be made until it has been held for one year from the later
of its acquisition from the issuer or an affiliate of the issuer. Thereafter,
shares of common stock may be resold without registration subject to Rule 144's
volume limitation, aggregation, broker transaction, notice filing requirements,
and requirements concerning publicly available information about the company
("Applicable Requirements"). Re-sales by the issuer's affiliates of restricted
and unrestricted securities are subject to the Applicable Requirements. The
volume limitations provide that a person (or persons who must aggregate their
sales) cannot, within any three-month period, sell more than the greater of one
percent of the then outstanding shares, or the average weekly reported trading
volume during the four calendar weeks preceding each such sale. A non-affiliate
may resell restricted common stock which has been held for two years free of the
Applicable Requirements.

Dividend Policy

         To date, we have not paid dividends on our common stock. The payment of
dividends on the common stock in the future, if any, is within the discretion of
the board of directors and will depend upon our earnings, capital requirements,
financial condition and other factors the board views are relevant. The board
does not intend to declare any dividends in the foreseeable future, but instead
intends to retain all earnings, if any, for use in our operations.

                                       40

<PAGE>

         We have also entered into a Master Loan Agreement and related
agreements with lenders who will loan us up to $47,000,000 to build the Plant
and to provide funding for working capital purposes. The loan agreements contain
representations, warranties, conditions precedent, affirmative covenants
(including financial covenants) and negative covenants. One of these covenants
requires that dividends or other distributions to stockholders be limited to 40%
of the profit net of income taxes for such each fiscal year and may be paid only
where we are expected to remain in compliance with all loan covenants, terms and
conditions. Furthermore, with respect to the fiscal years ending in 2008 and
thereafter, an additional distribution may be made to stockholders in excess of
the 40% limit for such fiscal year if we have made certain additional payments
to the lender, and we will thereafter remain in compliance with all loan
covenants, terms and conditions on a pro forma basis net of said potential
additional payment.

Holders of Record

         As of the date of this report, there were 783 holders of record of our
common stock.

Issuance of Securities

         On December 9, 2006, we issued 5,000 shares of restricted common stock
to Gary Thien for services rendered to the Company. Mr. Thien is currently a
Director of the Company and its vice president. He is, therefore, deemed a
sophisticated, accredited investor. Mr. Thien located the site in Shenandoah and
has spent a significant amount of his time working on the Company's behalf from
the later part of 2004 to the present. The shares were issued to Mr. Thien by
the Board for work Mr. Thien has done for and on behalf of the Company. The sale
of these shares of common stock was exempt from registration pursuant to Rules
504, 505 and 506 of Regulation D and Sections 4(2) and 4(6) of the Securities
Act of 1933, as amended. We did not use an underwriter or pay any commissions in
connection with this transaction.

         In January 2006, we issued 5,000 shares of restricted common stock to
Antioch International, Inc., an accredited and sophisticated investor, in lieu
of $50,000 (fifty thousand dollars) in fees that were owed to Antioch for
designing the rail layout that we will need to build at the Plant in Shenandoah,
which will allow us to effectively transport our ethanol and distillers grains.
The sale of these shares of common stock was exempt from registration pursuant
to Rules 504, 505 and 506 of Regulation D and Sections 4(2) and 4(6) of the
Securities Act of 1933, as amended. We did not use an underwriter or pay any
commissions in connection with this transaction.

         On February 22, 2006, we issued 100,000 shares of common stock to Brian
Peterson in consideration for the acquisition of Superior Ethanol, LLC. Mr.
Peterson is a director of the Company. The sale of these shares of common stock
was exempt from registration pursuant to Rules 504, 505 and 506 of Regulation D
and Sections 4(2) and 4(6) of the Securities Act of 1933, as amended. We did not
use an underwriter or pay any commissions in connection with this transaction.

Use of Proceeds

         The Securities and Exchange Commission declared our registration
statement on Form S-1 (SEC Registration No. 333-121321) effective on March 9,
2005. We commenced our initial public offering shortly thereafter. Our initial
public offering was for the sale of up to 3,800,000 shares of our common stock
at $10.00 per share. Each share purchased included a warrant to purchase 1/4 of
an additional share of common stock from the Company at a purchase price of
$30.00 per share. The offering ranged from a minimum aggregate offering amount
of $29,667,000 to a maximum aggregate offering amount of $38,000,000. Our
registered offering and escrow agreement required that we raise the $29,667,000
in proceeds by November 29, 2005 and secure a letter of commitment for debt
financing by November 29, 2005, both of which we accomplished in a timely
manner.

         On November 15, 2005, we closed the offering prior to the sale of the
maximum number of registered shares. The net proceeds to the Company from our
offering were approximately $34,532,408. This is the amount of money raised in

                                       41

<PAGE>

the offering, ($34,459,900), less $11,619 that was paid to the escrow agent for
their services, less $17,476 in federal and state filing fees, less $227,563 in
commissions (7%) paid to Smith Hayes Financial Services for the money raised by
them in the offering, plus $329,166 that was earned as interest while the money
was held in escrow. The majority of the shares were sold by the directors of the
Company without the assistance of an underwriter. The following is a breakdown
of shares registered and shares sold in the offering:

 Number of Shares      Aggregate Price of                    Aggregate Price of
Registered for Sale      Shares Offered      Shares Sold         Shares Sold
-------------------    ------------------    -----------     ------------------
       3,800               $38,000,000        3,445,990          $34,459,900

         On November 15, 2005 the funds from our offering were released to us
from escrow. The following table describes our use of net offering proceeds
through February 15, 2005:

---------------------------------------------------------------------------
Railroad                                                    $    3,500,000
Real Property Acquisition                                   $      681,461
Debt Financing Fees                                         $      354,650
Miscellaneous Costs                                         $      225,889
---------------------------------------------------------------------------
     Total                                                  $    4,762,000
===========================================================================

         All of the foregoing payments were direct or indirect payments to
persons or entities other than our directors, officers, or unit holders owning
10% or more of our shares.


Item 6. Selected Financial Data

         The following selected historical financial data of is only a summary
and you should read it in conjunction with our consolidated financial statements
and the notes to those financial statements.

<TABLE>
<CAPTION>
                                                                      June 29, 2004 (Date 
                                                                       of Inception) to 
                                                 November 30, 2005     November 30, 2004
                                                     (Audited)              (Audited)
                                                 -----------------    ------------------- 
<S>                                              <C>                   <C>              
Statement of Operations Data:

    Revenues.................................    $            0        $            0
    Operating Expenses.......................           729,546                50,305
    Loss from Operations.....................          (792,546)              (50,305)
    Interest Income..........................           331,792                   310
    Net Loss.................................          (397,754)              (49,995)
    Loss Per Common Share....................              (.42)                 (.08)

Balance Sheet Data:

    Current assets...........................    $   33,862,636        $      629,093
    Total assets.............................        34,649,482               629,093
    Current liabilities......................           170,701                 5,800
    Total liabilities........................           170,701                 5,800
    Stockholder's equity ....................        34,478,781               623,293
</TABLE>



Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of our
condensed results of operations and financial condition. The discussion contains
forward-looking statements that involve risks and uncertainties. Actual events

                                       42

<PAGE>

or results may differ materially from those indicated in such forward-looking
statements. The discussion should be read in conjunction with the financial
statements included herewith and notes thereto and the risk factors contained
therein.

Overview

         We are a start-up company in development stage which was formed for the
purpose of building a plant to produce ethanol and animal feed products in
southwestern Iowa. We do not expect to operate at a profit before the ethanol
plant is completely constructed and operational.

         For the fiscal year ended November 30, 2005, we incurred a net loss of
$397,754. We have incurred an accumulated loss of $447,749 from inception (June
29, 2004) through November 30, 2005. Our operating expenses were $729,546 for
the year ended November 30, 2005. These expenses related primarily to our fund
raising activities, general and administrative costs, consulting costs, costs
associated with various permits needed to build the Plant, and payments made to
Fagen Engineering for the Phase I and II Pre-engineering work.

         We believe we will incur significant losses from this time forward
until we are able complete construction of our proposed Plant in Shenandoah and
commence operations. We also have options to acquire property in Atlantic, Iowa
and Dickinson County, Iowa, where we considering constructing two additional
ethanol plants. There is no assurance that we will be successful in our efforts
to build and operate an ethanol plant in Shenandoah or elsewhere. Even if we
successfully meet all of these objectives and begin operations of an ethanol
plant, there is no assurance that we will be able to operate profitably.

         We raised gross proceeds of $34,459,900 in our initial public offering
that closed in November 2005. We expect that the Shenandoah project will cost
approximately $81.4 million. We raised approximately $637,500 in seed capital
prior to commencing our public offering. We entered into loan arrangements
whereby Farm Credit Services of America, FLCA and other participating lenders
have agreed to loan us up to $47,000,000 to use for construction costs and
working capital. Therefore, we have the necessary funding to commence
construction of the Shenandoah plant.

         Representatives from Fagen Inc., our contractor, have informed the
Company that a 50 million gallon per year plant will consume on an annual basis
approximately 18 million bushels of locally grown corn and annually produce
approximately 50 million gallons of fuel-grade, denatured ethanol, and
approximately 160,000 tons of DDGS on a dry basis. We plan to hire independent
brokers to sell our ethanol and DDGS. This Plant will be located in Shenandoah,
Iowa, an area where we believe there are over 200 hundred thousand cattle on
feeder lots within a 50 mile radius of the Plant. We believe we can sell a
portion of our distillers grains in a wet form because of this, which will save
us a significant amount of money because we will not have to dry the grain
before selling it.

         Additionally, in discussions with representatives from Fagen, Inc. we
have been informed that our plant will produce approximately 148 thousand tons
of carbon dioxide that may be recovered on an annual basis. While we intend to
have discussions with several companies regarding construction of a facility to
capture raw carbon dioxide prior to completion of the Plant, we presently have
no agreement with any third party to capture or market the raw carbon dioxide,
and the market may be too saturated in Iowa to recover the carbon dioxide
profitably. We therefore may choose to vent off the C0(2) and may have no market
for it of any kind.

         The Plant lies adjacent to the lines of the BNSF Railway Company
(BNSF). However, the spur (the "SPUR") on which the plant will be located is
currently closed and needs to be upgraded to meet HAZMAT (Hazardous Materials)
standards. Approximately 20 miles of the spur will need to be upgraded. On
January 26, 2006, we entered into an Allowance Contract (the "Allowance
Agreement") with BNSF to renovate and maintain approximately 20 miles of track
on the SPUR.

         In the Allowance Agreement, we have undertaken to fund an estimated
$3.5 million for the SPUR renovation. Said amount was paid by GPRE to BNSF on
the day the Allowance Agreement was entered into. The renovation work is to be

                                       43

<PAGE>

done by BNSF, and BNSF will own, operate and maintain the SPUR, as long as GPRE
meets certain annual volume thresholds (cars placed on the rail) as outlined in
the Allowance Agreement. We are entitled to receive refund payments from BNSF to
reimburse us for this expense, but only to the extent that our usage of the line
meets the annual volume thresholds. There can be no assurance that our usage
will meet the annual volume thresholds or that we will be reimbursed for all or
any part of the renovation costs. In the future, if there is any additional,
major, renovation needed to be done to the SPUR, it shall be GPRE's
responsibility to pay for any such additional, major, renovation. The Allowance
Agreement is for a term expiring on September 14, 2015.

         We intend to enter into an agreement with RPMG of Belle Plaine, MN to
sell our ethanol production. We also anticipate that we will have an agreement
with an experienced marketer to sell our animal feed products. We will be hiring
staff to handle the direct operation of the plant, and currently expect to
employ approximately 34 people. We do not intend to hire a sales staff to market
our products. Third-party marketing agents will coordinate all shipping.

         The following table describes our proposed use of proceeds, based upon
our current cash reserves and loan arrangements. The total use of proceeds is
estimated to be $81,389,800. The actual use of funds is based upon
contingencies, such as the estimated cost of plant construction, the regulatory
permits required and the cost of debt financing and inventory costs, which are
driven by the market. Therefore, the following figures are intended to be
estimates only and the actual use of funds may vary significantly from the
descriptions given below depending on the contingencies described above.
However, we anticipate that any variation in our use of proceeds will occur in
the level of proceeds attributable to a particular use (as set forth below)
rather than a change from one of the uses set forth below to a use not
identified in this report.

                       Projected Uses and Sources of Funds

                                                      Estimated Use of Proceeds
Estimated Sources:
     Share Proceeds                                       $     34,549,884
     Zero Interest Loan and Grant from State of Iowa               400,000
     Seed Capital                                                  637,500
     Term Debt Financing                                        47,000,000
                                                          ---------------- 
Total Estimated Sources of Funds                          $     82,587,384
                                                          ================ 

Estimated Uses of Funds:
     Plant Construction and Misc. Costs                   $     59,926,300
     Estimated Site Costs                                        4,295,000
     Estimated Railroad Costs                                    5,600,000
     Estimated Fire Protection/Water Supply Costs                2,216,000
     Estimated Rolling Stock Costs                                 240,000
     Estimated Financing Costs and Capitalized Interest          1,402,500
     Estimated Pre-Production Period Costs                         710,000
     Estimated Inventory & Working Capital Costs                 8,827,584
                                                          ---------------- 
Total Estimated Use of Funds                              $     82,587,384
                                                          ================

         The City of Shenandoah awarded us a 15 year property tax abatement that
we would be able to receive if the city annexed the plant site into the City of
Shenandoah boundaries. We asked for voluntary annexation into the City limits
and were annexed into the City on February 15, 2006. It is anticipated that this
will result in significant long-term savings.

                                       44

<PAGE>

Plan for the Next 24 Months of Operations

         We expect to spend the next 24 months in the design-development and
construction of the plant, and thereafter commence production of ethanol and
distillers grains at the plant. We expect to have sufficient cash on hand to
cover all costs associated with construction of the project, including but not
limited to, utilities, construction, equipment acquisition and site development.
In addition, we expect to have enough cash to cover our costs through this
period, including staffing, office costs, audit, legal, compliance and staff
training. We estimate that we will need approximately $81,389,800 to complete
the project.

         The tables above describing the estimated sources of funds and various
costs associated with the project also describe operations for the next 24
months. These tables are only estimates and actual expenses could be higher or
lower due to a variety of factors described in the section of our Annual Report
entitled "Risk Factors".

Condition of Records

         We recently hired an experienced general manager who will oversee Plant
construction. In addition to our general manager, we currently have office staff
comprised of our president, and an office worker that assists our general
manager in our Shenandoah office. We have also engaged an accountant that has a
great deal of experience working with public companies, on a part time basis, to
help us keep our books and records, with the assistance of our general manager
and our president. We intend to hire and train additional staff well before the
start of the plant operations, and we have included an expense allocation for
this in our budget. However, there can be no assurance that we will be able to
retain qualified individuals. It is possible that accounting or other financing
functions may not be performed on time, if at all.

Operating Expenses

         We will have operating expenses, such as salaries, for our
president/CEO, general manager and other office staff as they are hired. We
commenced paying a salary to our CEO on January 1, 2006 for his full time work
on the project. Along with operating expenses, we anticipate that we will have
significant expenses related to financing and interest. We have allocated funds
in our capital structure for these expenses. However, there can be no assurance
that the funds allocated are sufficient to cover the expenses. We may need
additional funding to cover these costs if sufficient funds are not retained
up-front or if costs are higher than expected.

Results of Operations

         We are a development stage company. We had no revenues in 2004 or 2005.
Our expenses in both years are the result of our efforts to identify a viable
site for an ethanol plant, to organize our company and to obtain the financing
to build the plant. We have engaged various consultants to assist us in these
efforts. These consultants included accountants, attorneys and experts in
finance and bio fuels. We incurred $626,751 in such fees in 2005 compared to
$46,511 in 2004. We also expended $105,110 in advertising fees in these efforts.
We also spent $102,455 in printing and mailing costs in 2005 compared to $-0- in
2004. After raising our initial capital we were able to invest the funds in
various interest bearing instruments. We offset our expenses with $331,792 and
$310 of interest income in 2005 and 2004, respectively.

                                       45

<PAGE>

Liquidity and Capital Resources

         At November 30, 2005 we had $5,794,936 in cash and equivalents and
$28,064,700 in securities in the form of short-term US Government backed
securities. We anticipate that our working capital requirements for the next
twenty-four months will be as described above.

         In furtherance of our business plan, on February 6, 2006, we entered
into a Master Loan Agreement, Construction and Term Loan Supplement,
Construction and Revolving Term Loan Supplement, Security Agreement and Real
Estate Mortgage with Farm Credit Services of America, FLCA (individually and
collectively, the "Loan Agreements"). A participating interest under the Loan
Documents was transferred to CoBank, ACB. Under the Loan Agreements, the lenders
will loan up to $47,000,000. The loan proceeds are to partially finance
construction of the Plant and to provide funding for working capital purposes.
The Plant is to be in production by no later than May 1, 2007 and construction
costs are not to exceed an aggregate of $71,000,000, net of refundable sales
taxes.

         Loan Commitments and Repayment Terms

         The loan is comprised of a $30,000,000 amortizing term loan and a
$17,000,000 revolving term facility.

         o        Term Loan - This loan is available for advances until July 1,
                  2007. Principal payments are to commence with $1,200,000 due
                  November 20, 2007, and each quarter thereafter with a final
                  maturity on November 20, 2013 at the latest. In addition, for
                  fiscal years ending in 2007 and thereafter, we are also
                  required to make a special payment equal to 65% of the
                  available (if any) free cash flow from operations, not to
                  exceed $2,000,000 per year, and provided, however, that if
                  such payments would result in a covenant default under the
                  Loan Agreements, the amount of the payments shall be reduced
                  to an amount which would not result in a covenant default. The
                  free cash flow payments are discontinued when the aggregate
                  total received from such payments exceeds $8,000,000.

         o        Revolving Term - This loan is available for advances
                  throughout the life of the commitment. This loan requires
                  semi-annual $2,400,000 payments on/step-downs of the
                  commitment to commence on the first day of the month beginning
                  approximately six months after repayment of the term loan, by
                  May 1, 2014 at the latest with a final maturity no later than
                  November 1, 2017.

         Availability of Advances, Interest Rates and Fees

         Advances are subject to satisfaction of specified lending conditions.
Advances correlate to budget and construction timeline projections, with
verification of progress by a third-party engineer. The loans will bear interest
at the rate of LIBOR plus 3.35%. We paid a loan origination fee in the amount of
$352,500, there is an annual administration fee in the amount of $25,000,
beginning November 1, 2007, and there is an unused commitment fee equal to 1/2%
of the unused revolving term. Appraisal, inspecting engineer, and title company
insurance and disbursing fees are also at the Company's expense.

         Security

         As security for the loan, the lenders received a first-position lien on
all personal property and real estate owned by us, including an assignment of
all contracts and rights pertinent to construction and on-going operation of the
Plant.

                                       46

<PAGE>

         Representations, Warranties and Covenants

         The Loan Agreements contain representations, warranties, conditions
precedent, affirmative covenants (including financial covenants) and negative
covenants. One of these covenants requires that dividends or other distributions
to stockholders be limited to 40% of the profit net of income taxes for each
fiscal year and may be paid only where we are expected to remain in compliance
with all loan covenants, terms and conditions. Furthermore, with respect to the
fiscal years ending in 2008 and thereafter, an additional distribution may be
made to stockholders in excess of the 40% limit for such fiscal year if we have
made the required free cash flow payment for/based on such fiscal year, and will
thereafter remain in compliance with all loan covenants, terms and conditions on
a pro forma basis net of said potential additional payment. There can be no
assurance that we can remain in compliance with all loan covenants.

Contractual Obligations

         Our contractual obligations as of November 30, 2005 were as follows:

<TABLE>
<CAPTION>
                                                                     Payments Due by Period
                                                     --------------------------------------------------------
                                                      Less Than 1
Contractual Obligations                   Total          Year        1-3 Years     3-5 Years     Thereafter
                                       ------------- -------------- ------------- ------------- -------------
<S>                                         <C>           <C>           <C>           <C>            <C>  
Long-Term Debt Obligations                  0
Capital Lease Obligations                   0
Operating Lease Obligations                 0
Purchase Obligations                        0
Other Long-Term Liabilities                 0
                                       ------------- -------------- ------------- ------------- -------------
     Total                                  0
</TABLE>


Critical Accounting Policies

         The Company applies SFAS No. 123 Accounting for Stock-Based
Compensation for all compensation related to stock, options or warrants. SFAS
123 requires the recognition of compensation cost using a fair value based
method whereby compensation costs is measured at the grant date based on the
value of the award and is recognized over the service period, which is usually
the vesting period. The Company uses the Black-Scholes pricing model to
calculate the fair value of options and warrants issued to both employees and
non-employees. Stock issued for compensation is valued using the market price of
the stock on the date of the related agreement.

         The Company granted no warrants or options for compensation for the
period ended November 30, 2005.

Off-Balance Sheet Arrangements

         We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future material effect on our financial
condition, results of operations or liquidity.

Recent Accounting Pronouncements

         The Company has not adopted any new accounting policies that would have
a material impact on the Company's financial condition, changes in financial
conditions or results of operations.

Grant and Government Programs

         We have been awarded a $300,000 zero interest loan and a $100,000
forgivable loan (grant) from the state of Iowa. These funds became available to
us once we closed on our financing. We have asked for the release of these funds
after closing on our financing and anticipate their receipt in the near future.

                                       47

<PAGE>

We believe that we are eligible for and anticipate applying for other state and
federal grant, loan and forgivable loan programs. Most grants that may be
awarded to us are considered paid-in capital for tax purposes and are not
taxable income. Although we may apply under several programs simultaneously and
may be awarded grants or other benefits from more than one program, it must be
noted that some combinations of programs are mutually exclusive. Under some
state and federal programs, awards are not made to applicants in cases where
construction on the project has started prior to the award date. There is no
guarantee that applications will result in awards of grants or loans. With the
exception of the $300,000 zero interest loan and the $100,000 forgivable loan
(grant) described above,, we are not depending on the award of any such grants
as part of our funding of the Project. However, we may be eligible to receive
such grants. If we do, the amount of money we will have to borrow may be reduced
by that amount. There can be no assurance that we will receive any funding under
any federal or state funding initiative.


I
tem 7A. Quantitative and Qualitative Disclosures About Market Risk

         We are a start-up company in development stage, which was formed for
the purpose of building a plant to produce ethanol and animal feed products in
southwestern Iowa, and anticipate locating other sites and building other plants
in other parts of Iowa or other states within the corn-belt. However, we are not
presently conducting operations and are not presently subject to market risks.
If and when we begin Plant operations, we will be exposed to the impact of
market fluctuations associated with commodity prices and interest rates as
discussed below. We do not expect to have exposure to foreign currency risk as
all of its business is expected to be conducted in U.S. dollars.

Commodity Price Risk

         We expect to produce ethanol and its co-product, distiller's dried
grains with solubles (DDGS), from corn, and our business will be sensitive to
changes in the price of corn. The price of corn is subject to fluctuations due
to unpredictable factors such as weather, total corn planted and harvested
acreage, changes in national and global supply and demand, and government
programs and policies. We also expect to use natural gas in the ethanol and DDGS
production process, and our business will be sensitive to changes in the price
of natural gas. The price of natural gas is influenced by such weather factors
as extreme heat or cold in the summer and winter, in addition to the threat of
hurricanes in the spring, summer and fall. Other natural gas price factors
include the U.S. domestic onshore and offshore rig count and the amount of U.S.
natural gas in underground storage during both the injection and withdrawal
seasons.

         We anticipate that we will attempt to reduce the market risk associated
with fluctuations in the price of corn and natural gas by employing a variety of
risk management strategies. Strategies include the use of derivative financial
instruments such as futures and options initiated on the Chicago Board of Trade
and/or the New York Mercantile Exchange, as well as the daily cash management of
our total corn and natural gas ownership relative to monthly demand for each
commodity, which may incorporate the use of forward cash contracts or basis
contracts.

         We may hedge corn with derivative instruments including futures and
options contracts offered through the Chicago Board of Trade. Forward cash corn
and basis contracts may also be utilized to minimize future price risk.
Similarly, natural gas is hedged with futures and options contracts offered
through the New York Mercantile Exchange. Basis contracts may also be utilized
to minimize future price risk.

                                       48

<PAGE>

         Gains and losses on futures and options contracts used as economic
hedges of corn inventory, as well as on forward cash corn and basis contracts,
are recognized as a component of cost of revenues for financial reporting on a
monthly basis using month-end settlement prices for corn futures on the Chicago
Board of Trade. Corn inventories are marked to fair value using market based
prices so that gains or losses on the derivative contracts, as well as forward
cash corn and basis contracts are offset by gains or losses on inventories
during the same accounting period.

         Gains and losses on futures and options contracts used as economic
hedges of natural gas, as well as basis contracts, are recognized as a component
of cost of revenues for financial reporting on a monthly basis using month-end
settlement prices for natural gas futures on the New York Mercantile Exchange.
The natural gas inventories hedged with these derivatives or basis contracts are
valued at the spot price of natural gas, plus or minus the gain or loss on the
futures or options positions relative to the month-end settlement price on the
New York Mercantile Exchange.

         While our hedging activities may have a material effect on future
operating results or liquidity in a specific quarter of its fiscal year,
particularly prior to harvest, management does not believe that such activities
will have a material, long-term effect on future operating results or liquidity.


Item 8. Financial Statements and Supplementary Data

         See index to consolidated financial statements beginning on page F-1 of
this report, and financial statements for the year ended November 30, 2005
referenced therein, which are hereby incorporated by reference.


Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

         None.


Item 9A. Controls and Procedures

         The Company has evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
November 30, 2005, pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective. There have
been no significant changes in internal controls or in other factors that could
significantly effect internal controls subsequent to the date of our most recent
evaluation.


Item 9B. Other Information

         On February 22, 2006, we acquired all of the outstanding ownership
interest in Superior Ethanol, LLC. Superior has options to acquire at least 135
acres of property in Dickinson County, Iowa, has completed a feasibility study
relating to the construction of an ethanol plant on this site, the site is zoned
as "heavy industrial," the site has been awarded a property tax abatement from
Dickinson County, Iowa, and Superior had more than $200,000 in cash at closing.
In consideration for the acquisition of Superior as a wholly owned subsidiary of
the Company, we issued 100,000 shares of our restricted common stock to Brian
Peterson, a director of the Company. Prior to the acquisition, substantially all
of Superior was owned by Mr. Peterson.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       49

<PAGE>


                                    PART III


Item 10. Directors and Executive Officers of the Registrant

         Set forth below is certain information concerning each of our directors
and executive officers as of February 15, 2006.


<PAGE>

                                                                     With the 
      Name                   Age           Position                Company Since
      ----                   ---           --------                -------------
Barry Ellsworth               52     President/CEO/Chairman            2004
Dan Christensen               59     Treasurer/Secretary/Director      2004
Gary Thien                    53     Vice President/Director           2004
David A. Hart (1)(2)(3)       52     Director                          2004
Steven Nicholson (1)(2)(3)    79     Director                          2004
Robert D. Vavra (1)           55     Director                          2004
Brent Lorimor (1)             39     Director                          2004
Hersch Patton (2)(3)          60     Director                          2004
Brian Peterson (2)(3)         42     Director                          2005
Allen H. Sievertsen           57     General Manager                   2006
--------------- 
(1) Member of Audit Committee.
(2) Member of Compensation Committee. 
(3) Member of Nominating Committee.

         Our board is divided into three classes. One class of directors is
elected at each annual meeting of stockholders for a three-year term. Each year
a different class of directors is elected on a rotating basis. The terms of Gary
Thien, David Hart, and Brent Lorimor were set to expire at the 2005 annual
meeting of stockholders. The terms of Dan Christensen, Steve Nicholson, and
Robert Vavra expire at the 2006 annual meeting of stockholders. The terms of
Barry Ellsworth, Hersch Patton and Brian Peterson expire at the 2007 annual
meeting of stockholders. Because we did not hold a shareholders meeting in 2005,
due to the shortness of the fiscal year, the terms of both groups one and two
are set to expire at our next shareholders meeting. At that meeting, board
members for both classes of directors will be voted on by the shareholders of
the Company. The number of directors currently comprising the board of directors
is nine. The bylaws authorize from one to nine directors, the exact number of
which may be determined by resolution of the board. The Company has chosen to
reduce the number of board members to eight effective at the Company's next
annual meeting. However, it may change that number at any time at its
discretion.

Business Experience of Management

         The following is a brief description of the business experience and
background of the above-named officers and directors of our Company.

         BARRY A. ELLSWORTH, resides in Las Vegas, Nevada. He assumed his
present positions with the Company as CEO/president and as a director on June
29, 2004, upon the formation of the Company and is responsible for the day to
day operations of the Company. Mr. Ellsworth graduated from Brigham Young
University in 1977, with a BA in Communications. He later attended Cal Western
School of Law in San Diego, CA. For more than a five year period immediately
prior to join the Company, Mr. Ellsworth has acted as the Managing Director of
Red Rock Investment Partners, a financial consulting firm. Earlier, he owned the
financial consulting firm of Ellsworth and Associates. Prior to that, he gained
experience in finance working as a stockbroker at the firms of Prudential-Bache
Securities, Wilson-Davis Securities, and Dean Witter Reynolds. He has been
instrumental in taking companies public and has raised capital for various
concerns.

                                       50

<PAGE>

         DAN E. CHRISTENSEN, resides in Salt Lake City, Utah. He assumed his
present positions with the Company as Treasurer, Secretary and as a director on
June 29, 2004, upon the formation of the Company. Mr. Christensen graduated from
Brigham Young University with a Bachelor's Degree in Business in 1969 and
received a Management Administration Degree from the California Savings and Loan
Institute in 1973. He has acted as the CEO of Commercial Mortgage and
Investment, LLC, (CMI), with offices in South Jordan, Utah and San Francisco,
California, since 1981. CMI provides mortgage banking services for selected real
estate projects, nationwide, including real estate development projects for his
own account. Mr. Christensen has procured over 3 billion dollars in financing
for numerous real estate development projects over the years, including many of
his own projects.

         GARY THIEN, resides in Council Bluffs, Iowa. Mr. Thien has acted as the
Company's Vice president and has been a director of the Company from 2004 to the
present. Gary graduated from Iowa State University in Ames, Iowa in 1974, with a
Bachelor of Science Degree in Agricultural Business. For the past 10 years, Mr.
Thien has owned and operated Thien Farm Management, located in Council Bluffs,
Iowa, which manages approximately 20 thousand acres of farm land in Southwest
Iowa. He is also a real estate broker and has expertise in commodity marketing,
insurance and risk management, budgeting, cash flow analysis, etc. Mr. Thien is
also president of the American Society of Farm Managers and Rural Appraisers.

         DAVID A. HART, resides in rural Stanton, Iowa. Dave attended Iowa
Western Community College in Council Bluffs, Iowa, where he studied Farm
Operations and Management. He began farming in 1973. For more than the past five
years, Mr. Hart and his wife Cathy have operated Hart Farms in a 20 mile area
around Stanton. This diversified operation includes: Grain Production, Cattle
Feeding and Backgrounding, Cow/Calf Production, Custom Farming, Grain Hauling,
Custom Spraying, and Seed Sales. Hart Farms plants and harvests approximately
3,000 acres of corn and soybeans. This operation also includes approximately
1,500 acres of hay and pasture. Mr. Hart has served on numerous church and
community boards. He is a member of Stanton Fire and Rescue, having served 8
years as Fire Chief. As a Certified Emergency Medical Technician, Dave also
serves on the Montgomery County 911 board. Other memberships include the
National Cattlemen's Association, Corn and Soybean Associations, and the Farm
Bureau.

         R. STEVEN NICHOLSON, resides in Las Vegas, Nevada. Mr. Nicholson served
in the US Navy during WWII from 1942-1946. He graduated with an AB in History
and Philosophy in 1950 from Wesleyan University. He received an MA in Cultural
Anthropology from Syracuse University in 1956 and received a PhD. in the
Sociology of Large Scale Organizations/Japanese and Chinese Cultures from
Michigan State University in 1971. From 1956-1962 Mr. Nicholson was Director of
World Vision Japan. From 1963-1971 he served as the Academic Dean, Lansing
Community College-Michigan; 1971-1973 president, Daily College-Chicago;
1973-1976 president, Southern Nevada Community College, Las Vegas; 1976-1985
president, Mount Hood Community College-Oregon; 1985-1990 president, Oakland
Community College-Michigan; 1990-1992 Chancellor, Higher Colleges of Technology
Abu Dhabi, United Arab Emirates;1992-1994 Christian College Coalition - Oregon;
1994-1999 Senior Fellow for Higher Education-Murdock Charitable Trust Vancouver,
Washington. Mr. Nicholson has served on various other boards throughout the
years, including Mercy Corps International (International Relief and
Development); Pontiac, Michigan Manpower Development Authority; American
Association of Community Colleges, Washington, DC; and the World Affairs Council
- Japan/America Society. From January 1999 to the present, Mr. Nicholson has not
been employed, but has managed his own investments. Mr. Nicholson has also held
the following positions since January 1999: January 1999 to August
2000--Chairman of Mercy Corps International; July 2003 to 2004--member of the
Mercy Corps audit committee; March 1998 to March 2003--member of the board of
directors of Northwest Autism Foundation; and January 1999 to August
2001--Chairman and CEO of Northwest Autism Foundation.

         ROBERT D. VAVRA, resides in Shenandoah, Iowa. Mr. Vavra is the Chairman
of our Audit Committee. Robert graduated from Black Hills State University in
Spearfish, South Dakota in 1972 with Bachelor of Science Degrees in Math and
History and graduated from the Graduate School of Banking in Boulder, Colorado

                                       51

<PAGE>

in 1991. Robert has been president and Director of Bank Iowa, since 1996. He has
worked for the same bank since 1986 in the role of a loan officer and Executive
vice president. Mr. Vavra has served on a number of community boards, over the
years, which include the Shenandoah Optimist Club, Shenandoah Memorial Hospital
and the Essex Commercial Club. Currently he serves on the Forest Park Manor
Board of directors and serves as a member of the Banking Committee for the
Shenandoah Chamber and Industry Association, Board of Directors.

         BRENT LORIMOR, of rural Farragut, Iowa, was elected to serve as a
director of Green Plains Renewable Energy in November of 2004. Brent graduated
from Northwest Missouri State University in 1988 and taught vocational
agriculture in southeast Iowa for three years before returning home to farm.
Since 1992, Mr. Lorimor has been involved in the family farm operation with his
brother and mother. Lorimor Farming Corporation consists of 2500 acres of corn
and soybeans in Fremont, Page, and Montgomery counties. In addition to the
crops, Lorimor Farming Corporation feeds out over 2000 head of cattle annually.
Brent is the 5th generation to farm land in the area dating back to 1856. Mr.
Lorimor is a member of the Iowa and National Cattlemen's Association, Corn &
Soybean Grower's Association, as well as St. Mary's church in Shenandoah, Iowa.

         HERSCHEL C. PATTON II, resides in Salt Lake City, Utah and was elected
to the Board of Directors of Green Pains Renewable Energy, Inc. in November of
2004. Hersch attended the University of Nevada/Reno and graduated from flight
school in 1970. Hersch was a senior captain and pilot for both Western and Delta
Airlines beginning in 1975 until retirement in June 2004. During his tenure as a
captain for Delta, Mr. Patton was involved in the ownership and development of
various successful commercial and residential real estate ventures including the
acquisition and sale of the Jeremy Ranch Golf and Country Club and the
Cottonwood Creek Retail Center. Hersch remains active in real estate and various
other investments.

         BRIAN D. PETERSON, resides in Lawton, Iowa. Mr. Peterson is the
Chairman of our Nominating and Compensation Committees. He graduated from Dordt
College in Sioux Center, Iowa in 1986 with a Bachelor of Science Degree in
Agricultural Business. He started farming in 1978 at the age of fourteen. For
more that the past five years he has been principally employed by his grain
farm. His grain farm now consists of seven thousand eight hundred row crop acres
of corn and soybeans in Woodbury, Monona, and Sac counties in northwest Iowa.
Mr. Peterson owns and operates a beef feedlot with a capacity of twelve thousand
head in Woodbury County, Iowa. He owns a local grain elevator, a trucking
business, and a construction business. He has worked as a bank inspector and
internal bank auditor. He has been married for eighteen years. He is involved in
various other renewable energy investments.

         ALLEN H. SIEVERTSEN, now resides in Shenandoah, Iowa and became our
general manager in February 2006. Mr. Sievertsen has substantial experience in
the ethanol industry. From August 2001 through December 2005, Mr. Sievertsen was
employed as the general manager/construction manager over an ethanol plant owned
by Husker AG, LLC in Plainview, Nebraska. From June 2000 to August 2001, Mr.
Sievertsen was a supervisor at Eaton Corp. where he directed the integration of
a new line of pumps into the Eaton Hydraulics Plant in Spencer, Iowa. He has a
B.S. in general science (chemistry emphasis) from the University of Iowa.

         Our executive officers are elected by the board on an annual basis and
serve at the discretion of the board.

         The Company has adopted a Code of Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer and
other senior financial officers. Our Code of Ethics is posted on the Company's
Web site, which is located at www.gpreethanol.com.

                                       52

<PAGE>

Board Committees

         We have a standing Audit Committee established in accordance with
section 3(a)(58)(A) of the Exchange Act, a Compensation Committee and a
Nominating Committee.

         The Audit Committee

         The Company's Audit Committee held two meetings during the fiscal year
ending on November 30, 2005. The function of the Audit Committee as detailed in
the Audit Committee Charter is to provide assistance to the Board in fulfilling
their responsibility to the stockholders, potential stockholders, and investment
community relating to corporate accounting, reporting practices of the Company
and the quality and integrity of the financial reports of the Company. In so
doing, it is the responsibility of the Audit Committee to maintain free and open
means of communication between the directors, the independent auditors and
Company management. The Company believes that the members of the Audit Committee
are independent as defined by Rule 4200(a) of NASD's listing standards. The
members of the Audit Committee are Messrs. David A. Hart, Steven Nicholson,
Robert D. Vavra, and Brent Lorimor. Mr. Vavra serves as our Chairman and
financial expert on that committee.

         The Compensation Committee

         The Compensation Committee was organized in November, 2005, near the
end of our November 30, 2005 fiscal year end. As a result, the committee held no
meetings during our last fiscal year. The Compensation Committee establishes a
general compensation policy for the Company and, except as prohibited by
applicable law, may take any and all actions that the Board could take relating
to the compensation of employees, directors and other parties. The members of
the Compensation Committee are Messrs. David A. Hart, Steven Nicholson, Hersch
Patton, and Brian Peterson. Mr. Peterson is Chairman of our Compensation
Committee.

         The Nominating Committee

         The Nominating Committee was organized in November, 2005, near the end
of our November 30, 2005 fiscal year end. As a result, the committee held no
meetings during our last fiscal year. The Nominating Committee's Charter and
Policies are available on the Company's website, which is located at
www.gpreethanol.com. The Company believes that the members of the Nominating
Committee are independent as defined by Rule 4200(a) of NASD's listing
standards. The members of the Nominating Committee are Messrs. David A. Hart,
Steven Nicholson, Hersch Patton, and Brian Peterson. Mr. Peterson is Chairman of
our Nominating Committee.

         The function of the Nominating Committee, as detailed in the Nominating
Committee's Charter, is to recommend to the Board the slate of director nominees
for election to the Board and to identify and recommend candidates to fill
vacancies occurring between annual stockholder meetings. It is the policy of the
Nominating Committee to consider candidates recommended by security holders,
directors, officers and other sources, including, but not limited to,
third-party search firms. Security holders of the Company may submit
recommendations for candidates for the Board. All recommendations shall be
submitted to Brian Peterson at: Address: 1739 Charles Avenue, Lawton, Iowa,
51030; Phone: 712.944.4937; Email: branpete@netins.net. Such submissions should
include the name, contact information, a brief description of the candidate's
business experience and such other information as the person submitting the
recommendation believes is relevant to the evaluation of the candidate. Mr.
Peterson will then pass all such recommendations on to the Nominating Committee
for consideration. For candidates to be considered for election at the next
annual meeting stockholders, the recommendation must be received by the Company
no later than 120 calendar days prior to the date that the Company's proxy
statement is released to security holders in connection with such meeting.

         The Nominating Committee has held meetings since our fiscal year end
and has established certain broad qualifications in order to consider a proposed
candidate for election to the Board. The Nominating Committee has a strong

                                       53

<PAGE>

preference for candidates with prior board of director experience with public
companies. The Nominating Committee will also consider such other factors as it
deems appropriate to assist in developing a board and committees that are
diverse in nature and comprised of experienced and seasoned advisors. These
factors include judgment, skill, diversity (including factors such as race,
gender or experience), integrity, experience with businesses and other
organizations of comparable size, the interplay of the candidate's experience
with the experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any committees of the
Board.

         The Nominating Committee will evaluate whether an incumbent director
should be nominated for re-election to the Board or any committee of the Board
upon expiration of such director's term using the same factors as described
above for other Board candidates and the committee will also take into account
the incumbent director's performance as a Board member. Failure of any incumbent
director to attend at least seventy-five percent (75%) of the Board meetings
held in any calendar year will be viewed negatively by the Nominating Committee
in evaluating the performance of such director.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act requires our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial reports of ownership and reports of changes in ownership
with the SEC. Such persons are required by SEC regulations to furnish us with
copies of all Section 16(a) forms filed by such persons.

         We did not become subject to these Section 16(a) requirements until
December 2005. As a result, our executive officers, directors and more than 10%
stockholders were not required to comply with these provisions during our fiscal
year ending November 30, 2005.


Item 11. Executive Compensation

         During the fiscal year ended November 30, 2005, none of the Company's
officers worked for the Company on a full time basis, although Mr. Ellsworth,
the Company's president, has spent the majority of his time on the project from
March 2004 through the end of the 2005 fiscal year. None of the officers have
received any salary, wage or other compensation for services through November
30, 2005, with the exception of Mr. Ellsworth who received stock for services.
When the Company was originally incorporated, Mr. Ellsworth paid a total of
$87,500 for the 350,000 shares that were issued to him. In consideration for
these shares, Mr. Ellsworth paid the Company $50,000 in cash, and the remaining
$37,500 was paid to the Company in consideration for services rendered by Mr.
Ellsworth for and on behalf of the Company. No arrangements had been made with
respect to future compensation and no employment agreements existed with any
officer of the Company as of November 30, 2005. However, since that time, a
compensation agreement has been reached with Mr. Ellsworth, our CEO and
President. The Company commenced paying Mr. Ellsworth a salary on January 1,
2006, as described below. There are presently no ongoing pension or other plans
or arrangements pursuant to which remuneration is proposed to be paid in the
future to any of the officers and directors of the Company. We do reimburse our
officers and directors for out of pocket expenses incurred in connection with
their service to the Company. It is expected that that additional employment
agreements and compensation packages will be negotiated in the future.

         On December 9, 2005, the Company issued 5,000 shares of our common
stock to Mr. Gary Thien for compensation for his services to the Company over
the past two years. Mr. Thien is vice president and a Director of the Company.

         In February 2006, we hired Allen H. Sievertsen as our general manager
for the Plant. Mr. Sievertsen is working for us on an "at will" basis. His
annual salary is $150,000. He is also entitled to (i) a $50,000 bonus when the
Plant first begins producing ethanol, (ii) such other bonuses and compensation
as the our board of directors may award, (iii) reimbursement of moving expenses,

                                       54

<PAGE>

(iv) severance if Mr. Sievertsen's employment is terminated for any reason,
other than for cause, for a period of two months if Mr. Sievertsen was employed
by us for less than two years and for six months if he was employed by us for
more than two years, and (iv) other insurance, vacation, and retirement plan
benefits

         In January 2006, we entered into an employment agreement with Mr. Barry
Ellsworth, our CEO/president, who is now working for us on a full time basis.
Mr. Ellsworth is being paid a salary of $120,000 per year. Additionally, the
Company has agreed to reimburse Mr. Ellsworth for his health insurance premiums,
which are approximately $350.00 per month. .The Board at its discretion may
increase or decrease said compensation in the future.

         We intend to recruit and hire permanent employees who will be
compensated on a regular basis pursuant to agreed upon salaries once the Plant
is completed. We expect to offer typical health and other employee benefits.

Director Compensation

         No cash fees or other consideration were paid to our directors for
service on the board from inception through November 30, 2005. The Company, upon
the recommendation of the Compensation Committee, recently agreed to compensate
its directors in nominal amounts for attendance at board meetings and for time
spent working for and on behalf of the Company. Each director is to be paid $150
for attendance at a board meeting held via telephonic conference and $300 per
meeting where travel is involved and a board meeting is held in one location at
which all board members (or a majority of our board members) are present. If a
board member spends an entire day working for and on behalf of the Company, said
board member will be eligible to receive $300 for that day's work. Our board
members are to be compensated in a like manner for meetings and work performed
by them in relation to the various committees of the Company. The Company also
reimburses our board members for any out of pocket expenses. After the Plant in
Shenandoah is operational, and/or after the Company is creating revenues of some
kind, it is anticipated that the Company will adopt a reasonable compensation
package for the board members.


Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

         The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of February 12, 2006, for: (i) each
person who is known by us to beneficially own more than five percent of our
common stock, (ii) each of our directors, (iii) each of our named executive
officers, and (iv) all directors and executive officers as a group. On February
12, 2006 the Company had 4,220,990 shares of common stock outstanding. Each
share is entitled to one vote.

                            Shares
   Name and Address     Beneficially   Percentage 
of Beneficial Owner(1)     Owned(2)     of Total        Position
----------------------  ------------   ----------       --------
                                                   President/CEO/Chairman
Barry Ellsworth            334,400        7.9%
                                                   Treasurer/Secretary/Director
Dan Christensen            200,000        4.7%
                                                   Vice President/Director
Gary Thien (3)              19,250           *
                                                   Director
David A. Hart (4)           19,250           *
                                                   Director
Steven Nicholson (5)        87,500        2.3%
                                                   Director
Robert D. Vavra (6)         22,000           *
                                                   Director
Brent Lorimor                5,000           *


                                       55

<PAGE>

                            Shares
   Name and Address     Beneficially   Percentage 
of Beneficial Owner(1)     Owned(2)     of Total        Position
----------------------  ------------   ----------       --------
                                                   Director
Hersch Patton (7)           51,250        1.2%
                                                   Director
Brian Peterson (8)         100,000        2.4%
                                                   General Manager
Allen H. Sievertsen              0           *

Executive Officers and     838,650       18.5%
   Directors as a Group 
   (10 persons)

Wayne Hoovestol (9)        394,500        9.2%
2883 Paradise Rd. #1801
Las Vegas, Nevada

* Less than 1%.
--------------
(1) Except where otherwise indicated, the address of the beneficial owner is
    deemed to be the same address as the company.
(2) Beneficial ownership is determined in accordance with SEC rules and
    generally includes holding voting and investment power with respect to the
    securities. Shares of common stock subject to options or warrants currently
    exercisable, or exercisable within 60 days, are deemed outstanding for
    computing the percentage of the total number of shares beneficially owned by
    the designated person, but are not deemed outstanding for computing the
    percentage for any other person.
(3) Includes 17,000 shares and warrants exercisable for 2,250 shares.
(4) Includes 17,000 shares and warrants exercisable for 2,250 shares.
(5) Includes 76,000 shares and warrants exercisable for 11,500 shares.
(6) Includes 16,800 shares and warrants exercisable for 2,700 shares. Also
    includes 2,000 shares and warrants exercisable for 500 shares that Mr. Vavra
    owns jointly with daughters.
(7) Includes 45,000 shares and warrants exercisable for 6,250 shares.
(8) Includes 65,000 shares and warrants exercisable for 16,250 shares. Also
    includes 15,000 shares and warrants exercisable for 3,750 shares that Mr.
    Peterson owns jointly with a child.
(9) Includes 285,600 shares and warrants exercisable for 71,400 shares owned
    directly by Mr. Hoovestol. Also includes 30,000 shares and warrants
    exercisable for 7,500 shares owned by Mr. Hoovestol's wife and therefore
    deemed to be beneficially owned by Mr. Hoovestol.

         We have no securities authorized for issuance under equity compensation
plans.

Compensation Committee Interlocks and Insider Participation

         None of our executive officers serve on our Compensation Committee or
in a like capacity in any other entity.

Changes in Control

         Management is not aware of any arrangement the operation of which may
at a subsequent date result in a change in control of Green Plains.


Item 13. Certain Relationships and Related Transactions

         Since our inception, we have engaged in transactions with related
parties.

                                       56

<PAGE>

         Sale and Issuance of Common Stock; Promoters

         On July 1, 2004, 550,000 shares of common stock were issued to our two
initial directors and founders for cash payments to the Company. Barry A.
Ellsworth contributed $87,500 to the Company at that time and was issued 350,000
shares of common stock. Mr. Ellsworth paid the purchase price with $50,000 in
cash and $37,500 was paid in consideration for services rendered by Mr.
Ellsworth, for and on behalf of the Company. Dan E. Christensen contributed
$50,000 to the Company and was issued 200,000 shares of common stock. The
average purchase price for these shares was $0.25 per share.

         Messrs. Ellsworth and Christensen were the founders of the Company and
may be considered to be promoters. Other than the stock purchases described in
the prior paragraph, the salary now being paid to Mr. Ellsworth, and possible
future compensatory arrangements as described in "Management," these gentlemen
have not received and are not entitled to receive any assets, services or other
consideration from Green Plains. These gentlemen may receive, however, dividends
on their common stock at the same rate and on the same terms as every other
stockholder of Green Plains.

         On August 26, 2004, Steve Nicholson, a director of the Company, and his
wife purchased 28,000 shares of common stock for $70,000.

         Fagen, Inc.

         Ron Fagen of Fagen, Inc. purchased 100,000 shares in our public
offering through Hawkeye Companies, LLC. We entered into a Lump-Sum Design Build
Contract with Fagen, Inc. The Construction Agreement is dated January 13, 2006,
but it was not executed by the parties until January 22, 2006. Under the
Construction Agreement, Fagen, Inc. will provide all work and services in
connection with the engineering, design, procurement, construction startup,
performances tests, training for the operation and maintenance of the Plant and
provide all material, equipment, tools and labor necessary to complete the Plant
in accordance with the terms of the Construction Agreement. As consideration for
the services to be performed, Fagen, Inc. will be paid $55,881,454, subject to
adjustments contained in the Construction Agreement.

         Superior Ethanol, LLC

         On February 22, 2006, we acquired all of the outstanding ownership
interest in Superior Ethanol, LLC. Superior has options to acquire approximately
135 acres of property in Dickinson County, Iowa, has completed a feasibility
study relating to the construction of an ethanol plant on this site, the site is
zoned as "heavy industrial," the site has been awarded a property tax abatement
from Dickinson County, Iowa, and Superior had more than $200,000 in cash at
closing. In consideration for the acquisition of Superior as a wholly owned
subsidiary of the Company, we issued 100,000 shares of our restricted common
stock to Brian Peterson, a director of the Company. Prior to the acquisition,
substantially all of Superior was owned by Mr. Peterson.


Item 14. Principal Accountant Fees and Services

Audit Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our financial statements, review of
financial statements included in our quarterly reports and other fees that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for the fiscal years ended November 30, 2005 and 2004
were $11,500 and $3,500, respectively. With respect to the 2004 figure, we were
organized in June 2004 and we were not required to file reports under the
Securities Exchange Act of 1934 until 2005.

                                       57

<PAGE>

Audit Related Fees

         The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements, other than those previously reported in
this Item 14, for the fiscal years ended November 30, 2005 and 2004 were $0.00
and $0.00, respectively.

Tax Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice and tax planning for the
fiscal years ended November 30, 2005 and 2004 were $0.00 and $1,000,
respectively.

All Other Fees

         The aggregate fees billed for products and services provided by the
principal accountant, other than those previously reported in this Item 14, for
the fiscal years ended November 30, 2005 and 2004 were $2,950 and $0.00,
respectively.

Audit Committee

         Our audit committee is comprised of four independent directors. It is
the Company's policy that the Audit Committee pre-approves all audit, tax and
related services. All of the services described above in this Item 14 were
approved in advance by our Audit Committee. No items were approved by the audit
committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.



                                     PART IV


Item 15. Exhibits, Financial Statement Schedules

         (a) The following exhibits and financial statements are filed as part
of, or are incorporated by reference into, this report:
 
                  (1) Financial Statements - Reference is made to the "Index to
         Financial Statements" located at page F-1 of this report for a list of
         the financial statements and schedules for the year ended November 30,
         2005 included herein.

                  (2) Financial Statement Schedules - All supplemental schedules
         are omitted because of the absence of conditions under which they are
         required or because the information is shown in the Consolidated
         Financial Statements or notes thereto.
 
                  (3) Exhibits - The exhibits we have filed herewith or
         incorporated by reference herein are set forth on the attached Exhibit
         Index.
 
         (b) See Item 15(a)(3) above.

         (c) See Item 15(a)(2) above.

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<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           GREEN PLAINS RENEWABLE ENERGY, INC.
                                           (Registrant)


                                           
Date: February 22, 2006                    By  /s/ Barry Ellsworth
                                             -----------------------------------
                                             Barry Ellsworth
                                             President, Chief Executive Officer 
                                             and Chairman


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

     Signature                      Title                            Date
     ---------                      -----                            ----

 /s/ Barry A. Ellsworth    President and Chairman (acts as     February 22, 2006
------------------------   Principal Executive Officer and
Barry A. Ellsworth         Principal Financial Officer)        
                           

 /s/ Dan Christensen       Secretary, Treasurer and            February 22, 2006
------------------------   Director (acts as Principal                          
Dan Christensen            Financial Officer)                                   
                           Director and Vice President                          
                           
 /s/ Gary Thien                                                February 22, 2006
------------------------          
Gary Thien                                                     

 /s/ David A. Hart         Director                            February 22, 2006
------------------------
David A. Hart                                                 

 /s/ Steve Nicholson       Director                            February 22, 2006
------------------------
Steve Nicholson         

/s/ Robert D. Vavra        Director                            February 22, 2006
------------------------
Robert D. Vavra                                               

 /s/ Brent Lorimor         Director                            February 22, 2006
------------------------
Brent Lorimor                                              

 /s/ Hersch Patton         Director                            February 22, 2006
------------------------
Hersch Patton                                                

 /s/ Brian Peterson        Director                            February 22, 2006
------------------------
Brian Peterson                                                

                                       59

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT 
  NO.                                  DESCRIPTION OF EXHIBIT
-------                                ----------------------

3(i).1            Amended and Restated Articles of Incorporation of the Company
                  (Incorporated by reference to Exhibit 3(i).1 of the Company's
                  Registration Statement on Form S-1 filed December 16, 2004,
                  File No. 333-121321)

3(ii).1           Bylaws of the Company (Incorporated by reference to Exhibit
                  3(ii).1 of the Company's Registration Statement on Form S-1
                  filed December 16, 2004, File No. 333-121321)

10.1              Option Agreement on Hilger West Property, by and between the
                  Company and Alberta A. Bryon, dated November 12, 2004
                  (Incorporated by reference to Exhibit 10.1 of the Company's
                  Registration Statement on Form S-1 filed December 16, 2004,
                  File No. 333-121321)

10.2              Option Agreement on Hilger East Property, by and between the
                  Company and Alberta A. Bryon, dated October 20, 2004
                  (Incorporated by reference to Exhibit 10.2 of the Company's
                  Registration Statement on Form S-1 filed December 16, 2004,
                  File No. 333-121321)

10.3              Letter of Intent relating to the purchase of real property
                  from Shenandoah Chamber & Industry Association, dated November
                  12, 2004 (Incorporated by reference to Exhibit 10.3 of the
                  Company's Registration Statement on Form S-1 filed December
                  16, 2004, File No. 333-121321)

10.4              Letter Agreement by and between the Company and U.S. Energy,
                  Inc. dated October 5, 2004 (Incorporated by reference to
                  Exhibit 10.5 of the Company's Registration Statement on Form
                  S-1 filed December 16, 2004, File No. 333-121321)

10.5              Agreement by and between the Company and Alberta A. Bryon,
                  dated October 5, 2004 (Incorporated by reference to Exhibit
                  10.6 of the Company's Registration Statement on Form S-1 filed
                  February 4, 2005, File No. 333-121321)

10.6              Letter of Intent by and between the Company and Alberta A.
                  Bryon, dated October 20, 2005 (Incorporated by reference to
                  Exhibit 10.7 of the Company's Registration Statement on Form
                  S-1/A filed February 4, 2005, File No. 333-121321)

10.7              Martin D. Ruikka, dba PRX Geographic(TM) Quotation, dated May
                  3, 2004 (Incorporated by reference to Exhibit 10.8 of the
                  Company's Registration Statement on Form S-1/A filed February
                  4, 2005, File No. 333-121321)

10.8              Martin D. Ruikka, dba PRX Geographic(TM) Invoice, dated May 3,
                  2004 (Incorporated by reference to Exhibit 10.9 of the
                  Company's Registration Statement on Form S-1/A filed February
                  4, 2005, File No. 333-121321)

10.9              Master Loan Agreement, dated January 30, 2006, by and between
                  the Company and Farm Credit Services of America, FLCA
                  (Incorporated by reference to Exhibit 10.1 of the Company's
                  Current Report on Form 8-K, dated February 6, 2006)

10.10             Construction and Term Loan Supplement, dated January 30, 2006,
                  by and between the Company and Farm Credit Services of
                  America, FLCA (Incorporated by reference to Exhibit 10.2 of
                  the Company's Current Report on Form 8-K, dated February 6,
                  2006)

10.11             Construction and Revolving Term Loan Supplement, dated January
                  30, 2006, by and between the Company and Farm Credit Services
                  of America, FLCA (Incorporated by reference to Exhibit 10.3 of
                  the Company's Current Report on Form 8-K, dated February 6,
                  2006)

10.12             Security Agreement, dated January 30, 2006, by and between the
                  Company and Farm Credit Services of America, FLCA
                  (Incorporated by reference to Exhibit 10.4 of the Company's
                  Current Report on Form 8-K, dated February 6, 2006)

10.13             Administrative Agency Agreement, dated January 30, 2006, by
                  and between the Company, Farm Credit Services of America, FLCA
                  and CoBank, ACB (Incorporated by reference to Exhibit 10.5 of
                  the Company's Current Report on Form 8-K, dated February 6,
                  2006)

                                       60

<PAGE>

EXHIBIT 

  NO.                                  DESCRIPTION OF EXHIBIT
-------                                ----------------------
10.14             Real Estate Mortgage and Financing Statement, dated January
                  30, 2006 by and between the Company and Farm Credit Services
                  of America, FLCA

10.15             Lump Sum Design Build Agreement, dated January 13, 2006, by
                  and between the Company and Fagen, Inc. (certain portions of
                  the exhibit were omitted pursuant to a confidential treatment
                  request)

10.16             Allowance Contract, by and between the Company and BNSF
                  Railway Company, dated January 26, 2006

10.17             Share Exchange Agreement, dated February 22, 2006, by and
                  between the Company and the parties identified therein.

21.1              Schedule of Subsidiaries

31.1              Certification by Barry A. Ellsworth under Section 302 of the
                  Sarbanes-Oxley Act of 2002.

31.2              Certification by Dan Christensen under Section 302 of the
                  Sarbanes-Oxley Act of 2002.

32.1              Certification of Barry A. Ellsworth pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

32.2              Certification of Dan Christensen pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

                                       61

<PAGE>


                      GREEN PLAINS RENEWABLE ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                NOVEMBER 30, 2005









                          L.L. Bradford & Company, LLC
                   Certified Public Accountants & Consultants


<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS



                                TABLE OF CONTENTS


                                                                   PAGE NO.     

Report of Independent Registered Public Accountants                    1

Financial statements

     Balance sheet                                                     2

     Statement of operations                                           3

     Statement of stockholders' equity                                 4

     Statement of cash flows                                           5

     Notes to financial statements                                     6



<PAGE>


               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders
Green Plains Renewable Energy, Inc.
(A Development Stage Company)
Las Vegas, Nevada

We have audited the accompanying balance sheets of Green Plains Renewable
Energy, Inc. (A Development Stage Company) as of November 30, 2005 and 2004, and
the related statements of operations, stockholders' equity, and cash flows for
the year ended November 30, 2005 and for the period from June 29, 2004
(Inception) through November 30, 2004 and 2005. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Green Plains Renewable Energy,
Inc. as of November 30, 2005 and 2004, and the results of its activities and
cash flows for the periods from June 29, 2004 (Inception) through November 30,
2004 and 2005, in conformity with accounting principles generally accepted in
the United States of America.

/s/ L.L. Bradford & Company, LLC

L.L. Bradford & Company, LLC
January 16, 2006 (except for Note 7 as to which the date is February 6, 2006)

Las Vegas, Nevada

                                      F-1

<PAGE>

<TABLE>
<CAPTION>
                                        GREEN PLAINS RENEWABLE ENERGY, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                                   BALANCE SHEETS

                            ASSETS

                                                                      November 30,           November 30,
                                                                          2005                   2004
<S>                                                                 <C>                   <C>             
CURRENT ASSETS
    Cash and equivalents                                            $     5,794,936       $        626,093
    Securities                                                           28,064,700                      -
    Deposits related to option agreements                                     3,000                  3,000
                                                                   ----------------------------------------
      Total current assets                                               33,862,636                629,093
                                                                                               
PROPERTY AND EQUIPMENT, net                                                 786,846                      -
                                                                   ----------------------------------------
                                                                                               
    Total assets                                                    $    34,649,482       $        629,093
                                                                   ========================================
                                                                                               
               LIABILITIES AND STOCKHOLDERS' EQUITY                                            
                                                                                               
CURRENT LIABILITIES                                                                            
    Accounts payable and accrued expenses                           $       170,701       $          5,800
                                                                   ----------------------------------------
      Total current liabilities                                             170,701                  5,800
                                                                   ----------------------------------------
                                                                                               
       Total Liabilities                                                    170,701                  5,800
                                                                   ----------------------------------------
                                                                                               
Commitments and contingencies                                                     -                      -
                                                                                               
STOCKHOLDERS' EQUITY                                                                           
    Common stock; $.001 par value, 25,000,000 shares 
      authorized, 4,215,990 and 765,000 shares issued 
      and outstanding respectively                                            4,216                    765
    Additional paid-in capital                                           34,922,314                672,523
    Accumulated deficit                                                    (447,749)               (49,995)
                                                                   ----------------------------------------
      Total stockholders' equity                                         34,478,781                623,293
                                                                   ----------------------------------------
                                                                                               
Total liabilities and stockholders' equity                          $    34,649,482       $        629,093
                                                                   ========================================

                                                      F-2
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                               GREEN PLAINS RENEWABLE ENERGY, INC.
                                  (A DEVELOPMENT STAGE COMPANY)
                                    STATEMENTS OF OPERATIONS


                                                                                        For the Period 
                                                                                        From Inception
                                                          For the Year Ended           On June 29, 2004 
                                                     --------------------------------       Through
                                                     November 30,        November 30,    November 30, 
                                                        2005                2004             2005
                                                     --------------------------------------------------
<S>                                                  <C>                <C>               <C>       
Revenues                                             $        -         $        -        $        -
                                                                                       
Operating expenses                                      729,546             50,305           779,851
                                                     ----------------------------------------------- 
                                                                                       
Loss from operations                                   (729,546)           (50,305)         (779,851)
                                                                                       
Other income                                                                           
    Interest income                                     331,792                310           332,102
                                                     ----------------------------------------------- 
                                                                                       
Loss before provision for income taxes                 (397,754)           (49,995)         (447,749)
                                                                                       
Provision for income taxes                                    -                  -                 -
                                                     ----------------------------------------------- 
                                                                                       
Net loss                                             $ (397,754)        $  (49,995)       $ (447,749)
                                                     =============================================== 
                                                                                       
Loss per common share - basic and diluted            $    (0.42)        $    (0.08)    
                                                     =============================
                                                                                       
Weighted average common shares outstanding -                                           
    Basic and diluted                                   945,517            622,535     
                                                     =============================


                                                      F-3
</TABLE>


<PAGE>                       

<TABLE>
<CAPTION>
                                       GREEN PLAINS RENEWABLE ENERGY, INC.
                                          (A DEVELOPMENT STAGE COMPANY)
                                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     FOR THE PERIOD FROM JUNE 29, 2004 (INCEPTION) THROUGH NOVEMBER 30, 2005


                                                                      
                                                            Common Stock            Additional                         Total
                                                        ----------------------       Paid-in        Accumulated     Stockholders'
                                                          Shares        Amount       Capital          Deficit          Equity
                                                        ----------     -------     -----------      ----------      ------------
<S>                                                        <C>         <C>         <C>              <C>             <C>         
Balance at June 29, 2004 (Inception)                             -     $     -     $         -      $        -      $          -
                                                                                                                    
Issuance of common stock to the founders of the                                                                     
  Company for cash at $0.25 per share                      400,000         400          99,600               -           100,000
                                                                                                                    
Issuance of common stock for services at $0.25                                                                      
  per share                                                150,000         150          37,350               -            37,500
                                                                                                                    
Issuance of common stock to directors of the                                                                        
  Company for cash                                          73,000          73         182,427               -           182,500
                                                                                                                    
Issuance of common stock for cash, net of                                                                           
  offering costs of $1,712                                 142,000         142         353,146               -           353,288
                                                                                                                    
Net loss for the period ended                                                                                       
  November 30, 2004                                              -           -               -         (49,995)          (49,995)
                                                        ----------     -------     -----------      ----------      ------------
                                                                                                                    
Balance at November 30, 2004                               765,000         765         672,523         (49,995)          623,293
                                                                                                                    
Issuance of common stock for services at                                                                            
  $10.00 per share                                           5,000           5          49,995               -            50,000
                                                                                                                    
Issuance of common stock for cash, net of offering                                                                  
  costs of $256,658 at $10.00 per share                  3,445,990       3,446      34,199,796               -        34,203,242
                                                                                                                    
Net loss for the year ended November 30, 2005                    -           -               -        (397,754)         (397,754)
                                                        ----------     -------     -----------      ----------      ------------
                                                                                                                    
Balance at November 30, 2005                             4,215,990     $ 4,216     $ 34,922,314     $ (447,749)     $ 34,478,781
                                                        ==========     =======     ============     ==========      ============ 


                                                                   F-4
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                       GREEN PLAINS RENEWABLE ENERGY, INC.
                                          (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENTS OF CASH FLOWS


                                                                                          For the Period 
                                                                                         From Inception
                                                          For the Year Ended            On June 29, 2004 
                                                     ---------------------------------        Through
                                                      November 30,       November 30,       November 30, 
                                                           2005               2004               2005
                                                     --------------------------------------------------
<S>                                                   <C>               <C>                 <C>          
Cash flows from operating activities:
    Net loss                                          $   (397,754)     $    (49,995)       $   (447,749)
    Adjustments to reconcile net loss to                                                     
     net cash used by operating activities:                                                  
    Stock based compensation                                50,000            37,500              87,500
    Depreciation                                             1,693                 -               1,693
    Changes in operating assets and liabilities:                                             
      Accounts payable and accrued expenses                164,901             5,800             170,701
                                                      ------------      ------------        ------------ 
                                                                                             
        Net cash used by operating activities             (181,160)           (6,695)           (187,855)
                                                                                             
Cash flows from investing activities:                                                        
    Purchase of securities                             (28,064,700)                -         (28,064,700)
    Purchase of property and equipment                    (788,539)                -            (788,539)
    Deposits related to option agreements                        -            (3,000)             (3,000)
                                                      ------------      ------------        ------------ 
                                                                                             
        Net cash used by investing activities          (28,853,239)           (3,000)        (28,856,239)
                                                                                             
Cash flows from financing activities:                                                        
    Proceeds from issuance of stock                     34,203,242           635,788          34,839,030
                                                      ------------      ------------        ------------ 
                                                                                             
        Net cash provided by financing activities       34,203,242           635,788          34,839,030
                                                      ------------      ------------        ------------ 
                                                                                             
Net increase in cash and equivalents                     5,168,843           626,093           5,794,936
                                                                                             
Cash and equivalents, at beginning of period               626,093                 -                   -
                                                      ------------      ------------        ------------ 
                                                                                             
Cash and equivalents, at end of period                $  5,794,936      $    626,093        $  5,794,936
                                                      ============      ============        ============ 
                                                                                             
Supplemental disclosures of cash flow:                                                       
    Cash paid for income taxes                        $          -      $          -        $          -
                                                      ============      ============        ============ 
    Cash paid for interest                            $          -      $          -        $          -
                                                      ============      ============        ============ 

                                                    F-5
</TABLE>


<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS



1. DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES

         Description of business - Green Plains Renewable Energy, Inc.
         (hereinafter referred to as the "Company") is a development stage
         company incorporated on June 29, 2004 under the laws of the state of
         Iowa. Green Plains Renewable Energy, Inc. was organized to construct
         and operate a 50 million gallon, dry mill, fuel grade ethanol plant
         ("Plant").

         Definition of fiscal year - The Company's fiscal year end is November
         30.

         Use of estimates - The preparation of financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of the
         financial statements and the reported amounts of revenue and expenses
         during the reporting period. Actual results could differ from those
         estimates.

         Cash and cash equivalents - The Company considers all unrestricted
         highly liquid investments with an initial maturity of three months or
         less to be cash equivalents. The Company maintains cash balances with
         several regional financial institutions. Accounts are insured by the
         Federal Deposit Insurance Corporation up to $100,000. As of November
         30, 2005, the Company's uninsured cash balances totaled $17,745.

         Income taxes - The Company accounts for its income taxes in accordance
         with Statement of Financial Accounting Standards No. 109. Deferred tax
         assets and liabilities at the end of each period are determined using
         the tax rate expected to be in effect when taxes are actually paid or
         recovered. Valuation allowances are established when necessary to
         reduce deferred tax assets to the amount expected to be realized. As of
         November 30, 2005 the Company had net operating loss carryovers of
         approximately $397,749, with an approximate value of $155,000. which
         expire in 2025. As of November 30, 2005, the Company established a
         valuation allowance for the entire deferred tax asset of the net
         operating loss carryover of approximately $155,000.

         Net loss per common share - The Company computes net loss per share in
         accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC
         Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS
         128 and SAB 98, basic net loss per share is computed by dividing the
         net loss available to common stockholders for the period by the
         weighted average number of shares of common stock outstanding during
         the period. The calculation of diluted net loss per share gives effect
         to common stock equivalents, however, potential common shares are
         excluded if their effect is antidilutive. For year ended November 30,
         2005 and for the period from June 29, 2004 (Inception) through November
         30, 2004, no shares were excluded from the computation of diluted
         earnings per share because their effect would be antidilutive.

         Stock-based compensation - The Company applies SFAS No. 123 Accounting
         for Stock-Based Compensation for all compensation related to stock,
         options or warrants. SFAS 123 requires the recognition of compensation
         cost using a fair value based method whereby compensation cost is
         measured at the grant date based on the value of the award and is
         recognized over the service period, which is usually the vesting
         period. The Company uses the Black-Scholes pricing model to calculate
         the fair value of options and warrants issued to both employees and
         non-employees. Stock issued for compensation is valued using the market
         price of the stock on the date of the related agreement.

         The Company granted no warrants or options for compensation for the
         year ended November 30, 2005 or for the period from inception on June
         29, 2004 through November 30, 2004.

                                      F-6

<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



1. DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES
(continued)

         During the year ended November 30, 2005, the Company adopted the
         following accounting pronouncements:

                  SFAS No. 150 -- In May 2003, the FASB issued SFAS No. 150,
                  "Accounting for Certain Financial Instruments with
                  Characteristics of both Liabilities and Equity" which is
                  effective for financial instruments entered into or modified
                  after May 31, 2003, and is otherwise effective at the
                  beginning of the first interim period beginning after June 15,
                  2003. This Statement establishes standards for how an issuer
                  classifies and measures in its statement of financial position
                  certain financial instruments with characteristics of both
                  liabilities and equity. It requires that an issuer classify a
                  financial instrument that is within its scope as a liability
                  (or an asset in some circumstances) because that financial
                  instrument embodies an obligation of the issuer. The adoption
                  of SFAS No. 150 did not have a material effect on the
                  financial statements of the Company.

                  SFAS No. 151 -- In November 2004, the FASB issued SFAS No. 151
                  (SFAS 151), "Inventory Costs". SFAS 151 amends ARB No. 43,
                  Chapter 4. This statement clarifies the accounting for
                  abnormal amounts of idle facility expense, freight, handling
                  costs, and wasted material (spoilage). SFAS 151 is the result
                  of a broader effort by the FASB and the IASB to improve
                  financial reporting by eliminating certain narrow differences
                  between their existing accounting standards. This statement is
                  effective for inventory costs incurred during fiscal years
                  beginning after June 15, 2005. The adoption of SFAS 151 will
                  not have a material impact on the results of operations or
                  financial position of the company as it does not have
                  inventory.

                  SFAS No. 153 -- In December 2004, the FASB issued SFAS No. 153
                  (SFAS 153) "Exchange of Non-monetary assets". This statement
                  was a result of a joint effort by the FASB and the IASB to
                  improve financial reporting by eliminating certain narrow
                  differences between their existing accounting standards. One
                  such difference was the exception from fair value measurement
                  in APB Opinion No. 29, Accounting for Non-Monetary
                  Transactions, for non-monetary exchanges of similar productive
                  assets. SFAS 153 replaces this exception with a general
                  exception from fair value measurement for exchanges of
                  non-monetary assets that do not have commercial substance. A
                  non-monetary exchange has commercial substance if the future
                  cash flows of the entity are expected to change significantly
                  as a result of the exchange. This statement is effective for
                  non-monetary assets exchanges occurring in fiscal periods
                  beginning after June 15, 2005. The adoption of SFAS 153 will
                  not have a material effect on the Company's financial position
                  or results of operations.

         The following accounting pronouncement has not yet been adopted by the
         Company:

                  SFAS No. 123(R) -- In December 2004, the FASB issued SFAS No.
                  123 (Revised 2004) (SFAS 123 (R)) "Share-based payment". SFAS
                  123 (R) will require compensation costs related to share-based
                  payment transactions to be recognized in the financial
                  statements. With limited exceptions, the amount of
                  compensation cost will be measured based on the grant-date
                  fair value of the equity or liability instruments issued. In
                  addition, liability awards will be re-measured each reporting
                  period. Compensation cost will be recognized over the period
                  that an employee provides service in exchange for the award.
                  FASB 123 (R) replaces FASB 123, Accounting for Stock-Based
                  Compensation and supersedes APB option No. 25, Accounting for
                  Stock Issued to Employees. This guidance is effective as of
                  the first interim or annual reporting period after December
                  15, 2005 for Small Business filers.

                                      F-7

<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1. DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES
(continued)

         Fixed assets - Fixed assets are stated at cost less accumulated
         depreciation. Depreciation is provided principally on the straight-line
         method over the estimated useful lives of the assets which is primarily
         3 years. The cost of repairs and maintenance is charged to expense as
         incurred. Expenditures for property betterments and renewals are
         capitalized. Upon sale or other disposition of a depreciable asset,
         cost and accumulated depreciation are removed from the accounts and any
         gain or loss is reflected in operating income or loss.

         The Company periodically evaluates whether events and circumstances
         have occurred that may warrant revision of the estimated useful life of
         fixed assets or whether the remaining balance of fixed assets should be
         evaluated for possible impairment. The Company uses an estimate of the
         related undiscounted cash flows over the remaining life of the fixed
         assets in measuring their recoverability.

         Research and Development - The Company follows the policy of expensing
         its research and development costs in the period in which they are
         incurred.

         Revenue Recognition - The Company currently has no source of revenues.
         Revenue recognition policies will be determined when principal
         operations begin.

         Advertising - The Company expenses advertising costs in the period in
         which they are incurred. Advertising expense was $105,110 and $-0- for
         the 2005 and 2004, respectively.

         Securities - The Company's marketable securities are classified as held
         to maturity and reported at amortized cost. The Company's securities
         are primarily investments in short term interest bearing financial
         instruments.


2. DEPOSITS RELATED TO OPTION AGREEMENTS

         As of November 30, 2005 deposits related to option agreements totaling
         $3,000 consists of the following:

         Deposit related to the option agreement to purchase
           farm real estate located in Fremont county, Iowa      $        3,000
                                                                 ==============

3. STOCKHOLDERS' EQUITY

         During July 2004, the Company issued 400,000 and 150,000 shares of
         common stock to the founders of the Company for cash and services,
         respectively. The shares were issued in consideration of cash and
         services totaling $100,000 and $37,500, respectively.

         During August, October and November 2004, the Company issued 73,000
         shares of common stock to directors for cash totaling $182,500.

         During August, September, October and November 2004, the Company issued
         142,000 shares of common stock to various non-related individuals and
         entities for cash totaling $355,000.

         During November 2005, the Company issued 3,445,990 shares of common
         stock to various non-related individuals and entities for cash totaling
         $34,459,900.

         During November 2005, the Company issued 5,000 shares of common stock
         to a director for services valued at $50,000 or $10.00 per share.

                                      F-8

<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



4. COMMITMENTS AND CONTINGENCIES

         During October 2005, the Company entered into an agreement with Fagen
         Engineering for design services for the Pre Engineering Phase I and II
         work to be done at the plant site by the Company, prior to turning the
         site over to Fagen, Inc. for the construction of the plant itself. The
         Company agreed to pay Fagen Engineering a lump sum fee for said
         engineering. However, said amount is included as part of the total cost
         of the plant itself, as outlined in the Design Build Contract we have
         entered into with Fagen, Inc., which is anticipated to be $55,881,454.
         Therefore, the cost of the pre-engineering will be deducted from the
         total cost of plant once we pay for the pre-engineering work. All
         payments are due upon receipt, and the Company is to be billed as work
         is completed. As of November 30, 2005, the Company had paid $27,750 of
         the total amount to be billed.

         During October 2005, the Company entered into an agreement with a
         company for air permitting and a storm water runoff plan for $11,000.
         All payments are due upon receipt, and the Company is to be billed as
         work is completed. As of November 30, 2005, the Company had paid $2,116
         of the total amount to be billed.

         During October 2005, the Company entered into an agreement with a
         company that was to perform soil borings and soils testing at the plant
         site for a total of $18,514. All payments are due upon receipt, and the
         Company is to be billed as work is completed. As of November 30, 2005,
         the majority of the work had been completed.

         During July 2005, the Company entered into an agreement with an
         engineer for design services for a spur track to serve the ethanol
         plant the Company plans to construct in Iowa. The Company agreed to pay
         the engineer $2,000 for the study and report phase of the project and a
         lump sum fee of $50,000 for the preliminary and final design phases.
         The engineer has the option of receiving the $50,000 in cash or 5,000
         shares of the Company's common stock. All payments are due upon receipt
         of engineer's invoices. Any additional payments and services must be
         approved by the Company in writing. As of November 30, 2005 the Company
         accrued approximately $2,800 for services performed under this
         contract, recorded as part of accounts payable.


5. PROPERTY AND EQUIPMENT

         Fixed assets consist of the following as of November 30, 2005:

             Furniture and equipment                        $   11,578
             Land and improvements                             684,461
             Construction in progress                           92,500
             Less: accumulated depreciation                     (1,693)
                                                            ----------  
                                                            $  786,846
                                                            ==========

                                      F-9

<PAGE>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

             

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

         In addition to trade creditors the following are included in Accounts
         Payable and Accrued Liabilities:

         The Company has a line of credit through a credit card company with a
         credit line up to $10,700 with an annual variable rate (16.49% at
         November 30, 2005). As of November 30, 2005, the balance on the line of
         credit totaled $4,279.

         The Company has a second line of credit through a credit card company
         with a credit line up to $15,000 with an annual variable rate (9.99% at
         November 30, 2005). As of November 30, 2005, the balance on the line of
         credit totaled $7,697.

         As of November 30, 2005 other accrued liabilities consisted of
         consulting fees totaling $11,600.


7. SUBSEQUENT EVENTS

         The engineering firm described in Note 4, engaged to design the rail
         layout at the Plant exercised its option to be paid in shares of the
         Company's common shares in lieu of cash of $50,000 for its services. On
         January 4, 2006, the Board of Directors of the Company approved the
         issuance of 5,000 of the Company's restricted stock at $10.00 per
         share.

         The Company entered into a construction agreement dated January 13,
         2006, with Fagen, Inc., under which Fagen, Inc. will provide all work
         and services in connection with the engineering, design, procurement,
         construction startup, performances tests, training for the operation
         and maintenance of its plant and provide all material, equipment, tools
         and labor necessary to complete the plant. As consideration for the
         services to be performed, the Fagen, Inc. will be paid $55,881,454,
         subject to adjustments. The Company is required to pay an initial
         payment of $5,000,000, less retainage, at the time of the notice to
         proceed. The Company is required to make payments to Fagen, Inc. based
         upon monthly applications for payment.

         On February 6, 2006, we entered into a Master Loan Agreement,
         Construction and Term Loan Supplement, Construction and Revolving Term
         Loan Supplement, Security Agreement and Real Estate Mortgage with Farm
         Credit Services of America, FLCA whereby the lenders will loan up to
         $47,000,000. The loan proceeds are to partially finance construction of
         the Plant and to provide funding for working capital purposes. The
         Plant is to be in production by no later than May 1, 2007 and
         construction costs are not to exceed an aggregate of $71,000,000, net
         of refundable sales taxes. The loan is comprised of a $30,000,000
         amortizing term loan and a $17,000,000 revolving term facility.

         The amortizing term loan is available for advances until July 1, 2007.
         Principal payments are to commence with $1,200,000 due November 20,
         2007, and each quarter thereafter with a final maturity on November 20,
         2013 at the latest. In addition, for fiscal years ending in 2007 and
         thereafter, we are also required to make a special payment equal to 65%
         of the available (if any) free cash flow from operations, not to exceed
         $2,000,000 per year, and provided, however, that if such payments would
         result in a covenant default under the Loan Agreements, the amount of
         the payments shall be reduced to an amount which would not result in a
         covenant default. The free cash flow payments are discontinued when the
         aggregate total received from such payments exceeds $8,000,000.

         The revolving term loan is available for advances throughout the life
         of the commitment. This loan requires semi-annual $2,400,000 payments
         or step-downs of the commitment to commence on the first day of the
         month beginning approximately six months after repayment of the term
         loan, by May 1, 2014 at the latest with a final maturity no later than
         November 1, 2017.


8. QUARTERLY FINANCIAL DATA (UNAUDITED)

         The following financial information reflects all normal recurring
         adjustments, which are, in the opinion of management, necessary for a
         fair statement of the results of the interim periods. Summarized
         quarterly data for fiscal 2005 are as follow:

<TABLE>
<CAPTION>
                                                              Year ended November 30, 2005                             
                                                              ----------------------------                             
                                          1st                    2nd                    3rd                   4th       
                                       Quarter                 Quarter                Quarter               Quarter
                                       -------                 -------                -------               -------
<S>                                 <C>                    <C>                     <C>                   <C>           
    Selected quarterly                                                                                               
       financial data:
    Revenues                        $         -0-          $         -0-           $        -0-          $        -0- 
    Total operating expenses              110,714                231,766                222,433               164,633 
    Net income (loss)                    (109,491)              (231,524)              (222,013)              165,274
    Net income (loss)                    (109,491)              (231,524)              (222,013)              165,274
       applicable to common
       stockholders
    Basic and diluted net                   (0.14)                 (0.30)                 (0.29)                 0.12
       income (loss) per
       common share(1)
---------------
</TABLE>

    (1)Earnings per share are computed independently for each of the quarters
       presented. Therefore, the sum of the quarterly net losses per share will
       not necessarily equal the total for the year.

                                      F-10



                                                                   Exhibit 10.14

Prepared by and when recorded, return to:
CoBANK, ACB, Contact Person: Melanie N. Ferguson
 P.O. Box 5110, Denver, Colorado 80217
Phone: 303-740-4361
--------------------------------------------------------------------------------


               REAL ESTATE MORTGAGE AND FINANCING STATEMENT - IOWA

         THIS MORTGAGE is made January 9, 2006, between GREEN PLAINS RENEWABLE
ENERGY, INC., 119 South Elm, Shenandoah, Iowa 51601, organized and existing
under the laws of the State of Iowa, hereinafter called "Mortgagor", and FARM
CREDIT SERVICES OF AMERICA, FLCA, 5015 South 1 18th Street, Omaha, Nebraska
68137, a federally chartered instrumentality of the United States and any
amendments thereto (hereinafter called the "Mortgagee").

         WHEREAS, in accordance with a Master Loan Agreement dated January 9,
2006, Supplements thereto dated January 9, 2006, and any additional Supplements
or amendments thereto, hereinafter called the "Agreement", Mortgagor and
Mortgagee have established and evidenced the willingness of Mortgagee to loan
money to Mortgagor in accordance with the terms and conditions of the Agreement.

         WHEREAS, Mortgagor's obligation to repay any loans made by Mortgagee to
Mortgagor will be evidenced by said Agreement and by one or more Notes
aggregating in principal amounts the amount of money which the Mortgagee
 has
committed to lend to the Mortgagor and, in addition to obligation to repay the
foregoing described loans, Mortgagor has other indebtedness, liabilities and
obligations to Mortgagee as is provided in said Agreement.

         WHEREAS, from time to time after the date hereof, at the option of the
parties, Mortgagor and Mortgagee may enter into one or more (Supplements to the)
Agreement(s) to provide for the Mortgagee making additional loans to the
Mortgagor and changing the other obligations of Mortgagor to Mortgagee,
PROVIDED, HOWEVER, THIS RECITAL SHALL NOT CONSTITUTE A COMMITMENT TO MAKE
ADDITIONAL LOANS IN ANY AMOUNT.

         WHEREAS, Mortgagor's obligation to repay all future loans, additional
advances and increased advances other than those made in accordance with the
Agreement, will be evidenced by said Agreement, and by one or more Notes.

         WHEREAS, Mortgagor desires to mortgage the real estate described herein
to secure the payment of all Mortgagor's indebtedness, liabilities and
obligations to Mortgagee, including the indebtedness, liabilities and
obligations evidenced by said Agreement and by one or more Notes dated on or
before the date hereof, and including all future loans, additional advances,
increased advances and all future indebtedness, liabilities and obligations of
Mortgagor to Mortgagee, evidenced by said Agreement, and by one or more Notes
dated after the date hereof.

         NOW, THEREFORE, for and in consideration of the premises and the amount
of the initial advance made to Mortgagor by Mortgagee in accordance with said
Agreement, and to induce Mortgagee to make future advances to Mortgagor, in
order to secure the payment of all of Mortgagor's indebtedness, liabilities and
obligations to Mortgagee, including the indebtedness, liabilities and
obligations evidenced by said Agreement, and by one or more Notes, and including
all future loans, additional advances increased advances and all future
obligations of Mortgagor to Mortgagee made and incurred prior to November 1,
2027, principal amount all of which (exclusive of sums advanced to protect and
preserve the Property covered by this Mortgage and further exclusive of all
interest, fees, costs and expenses paid or to be paid under all such advances
and loans) shall not exceed $94,000,000.00, the Mortgagor has executed and
delivered this Mortgage and hereby

(NOTICE: This Mortgage secures credit in the amount of $94,000,000.00. Loans and
advances up to this amount, together with interest, are senior to indebtedness
to other creditors under subsequently recorded or filed mortgages and liens.)

grants, sells and conveys to said Mortgagee the following described Property in
Fremont County, Iowa to wit:


<PAGE>

                             See attached Exhibit A

together with all of the improvements now or hereafter erected on the foregoing
described Property, and all easements, rights, appurtenances, rents, royalties,
mineral, oil and gas rights and profits, water, water rights and water stock,
and all fixtures now or hereafter attached to the foregoing described Property,
all of which, including replacements and additions thereto, shall be deemed to
be and remain part of the Property covered by this Mortgage; and all of the
foregoing, together with said foregoing described Property (or the leasehold
estate in the event this Mortgage is on leasehold) are herein referred to as the
"Property."

         TO HAVE AND TO HOLD the Property unto the Mortgagee, forever, the
intention being to convey an absolute title in fee to said Property and the
Mortgagor covenants and agrees:

         FIRST. That it will keep the Property and all parts thereof insured by
policies of insurance, of such kinds and in forms and amounts and with a company
or companies satisfactory to the Mortgagee, with a clause or clauses attached
making loss payable to the Mortgagee as its interest may appear; if so requested
by the Mortgagee, the said policies of insurance are to be delivered to the
Mortgagee. The Mortgagee is hereby given a first lien on any insurance proceeds
paid as a result of loss or damage to the Property. Any insurance funds paid to
the Mortgagee as a result of damage or loss to the Property shall, at the option
of the Mortgagee, be credited against the payment or payments of the
indebtedness, liabilities and obligations secured by this Mortgage.

         SECOND. That it will pay all premiums upon insurance policies,
licenses, or fees legally owing by the Mortgagor, and all taxes and assessments
which may be levied or assessed upon the Property, and in default thereof the
Mortgagee may pay the said insurance premiums, licenses, fees, taxes, or
assessments due, and any amount so paid shall become a part of the principal
debt, shall bear interest from the date of payment at the rate of eighteen
percent per annum, shall, together with interest, be a lien on the Property and
be secured by this Mortgage and shall be immediately due and payable.

         THIRD. That it will keep all buildings and equipment subject to this
Mortgage in good and substantial repair during the continuance hereof and will
not cause, suffer, or permit waste thereof.

         FOURTH. That it will bear all expenses or costs incident to the release
of the lien of this Mortgage, in whole or in part.

         FIFTH. That it will, at all times during the existence of any part of
the lien herein provided for, maintain and operate its business in such a manner
that it will remain an entity qualified to borrow under the provisions of the
Act of Congress known as the Farm Credit Act of 1971, as amended.

         SIXTH. That it will not, during the existence of any part of the lien
herein provided for, sell, lease, or assign all, or any part of the Property
without the prior written consent of the Mortgagee approving such sale, lease,
or assignment.

         SEVENTH. That no remedy herein conferred on or reserved to the
Mortgagee is intended to be exclusive of any other remedy or remedies, and each
and every such remedy shall be cumulative to and shall be in addition to every
other remedy given hereunder, and now or hereafter existing at law or in equity
or, by statute, by operations of law or otherwise.

         EIGHTH. That every right, remedy, privilege, covenant, agreement, and
power granted hereunder to the said Mortgagee shall run, inure and be likewise
for the benefit of any or all successors or assigns of said Mortgagee.

         NINTH. That it is lawfully seized of the Property, has good right to
sell and convey same, free of all encumbrances, that it will defend the quiet
enjoyment thereof by the Mortgagee, and will warrant and defend the same against
all lawful claims of any person whomsoever; that it will not remove all or any
portion of the said Property from the county.

         TENTH. Mortgagor further makes the following representations,
warranties, and covenants, all of which are subject to any exceptions that

                                       2

<PAGE>

Mortgagor may have previously disclosed in writing to Mortgagee, and which, to
the extent that they deal with representations of fact, are based on Mortgagor's
present knowledge, arrived at after reasonable inquiry.

(1)      Use of Property and Facilities. (a) Mortgagor will (i) use, handle,
transport and store Hazardous Materials as defined under any Environmental Law
and (ii) store or treat nonhazardous wastes (a) in a good and prudent manner in
the ordinary course of business, and (b) in compliance with all applicable
Environmental Laws. It is understood and agreed that certain Hazardous Materials
are used, handled, transported and stored in the ordinary course of business
when operating an Ethanol plant.

         (b) Mortgagor will not conduct or allow to be conducted, in violation
of any Environmental Law, any business, operations or activity on the Property,
or employ or use the Property to generate, use, handle, manufacture, treat,
store, process, transport or dispose of any Hazardous Materials in violation of
any Environmental Law.

         (c) Mortgagor will not do or permit any act or thing, business or
operation, that poses an unreasonable risk of harm, or impairs, or may impair,
the value of the Property, or any part thereof. The operation of an Ethanol
plant in the ordinary course of business shall not be deemed to be a violation
of this Section 1(c).

(2)      Condition of Property. (a) Mortgagor shall take all appropriate
response action, including any removal and remedial action, in the event of a
release, emission, discharge or disposal of Hazardous Materials in violation of
any Environmental Laws in, on, under or about the Property, so as to remain in
compliance with Environmental Law as hereinafter defined.

         (b) Underground tanks, wells (except domestic water wells), septic
tanks, ponds, pits, or any other storage tanks (whether currently in use or
abandoned) on the Property, if any, are maintained in compliance with applicable
Environmental Law.

(3)      Notice of Environmental Problem or Litigation. Neither Mortgagor nor 
any of its tenants have given, nor were they required to give, nor have they
received, any notice, letter, citation, order, warning, complaint, inquiry,
claim or demand that: (i) Mortgagor and/or any tenants have violated, or are
about to violate, any Environmental Law, judgment or order; (ii) there has been
a release, or there is a threat of release, of Hazardous Materials from the
Property; (iii) Mortgagor and/or tenants may be or are liable, in whole or in
part, for the costs or cleaning up, remediating, removing or responding to a
release or threatened release of Hazardous Materials; (iv) the Property is
subject to a lien in favor of any governmental entity or any liability, costs or
damages, under any Environmental Law arising from or costs incurred by such
governmental entity in response to a release or a threatened release of a
Hazardous Material. Mortgagor further represents and warrants that no conditions
currently exist or are currently reasonably foreseeable, that would subject
Mortgagor to any such investigation, litigation, administrative enforcement or
any damages, penalties, injunctive relief, or cleanup costs under any
Environmental Law. In the event of such notice, Mortgagor and any tenants shall
immediately provide a copy to the Mortgagee.

(4)      Right of Inspection. Mortgagor hereby grants, and will cause any 
tenants to grant, to Mortgagee, its agents, attorneys, employees, consultants,
contractors, successors and assigns, an irrevocable license and authorization,
upon reasonable notice, to enter upon and inspect the Property and facilities
thereon, and perform such tests, including without limitation, subsurface
testing, soils and groundwater testing, and other tests which may physically
invade the Property thereon, as the Mortgagee in its sole discretion, determines
are necessary to protect its security interest, provided however, that under no
circumstances shall the Mortgagee be obligated to perform such inspections or
tests.

(5)      Indemnity. Mortgagor agrees to indemnify and hold Mortgagee, its 
directors, employees, agents, and its successors and assigns, harmless from and
against any and all claims, losses, damages, liabilities, fines, penalties,
charges, judgments, administrative orders, remedial action requirements,
enforcement actions of any kind, and all costs and expenses incurred in
connection therewith (including, but not limited to, attorney's fees and
expenses) arising directly or indirectly, in whole or in part, out of any
failure of Mortgagor to comply with the environmental representations,
warranties and covenants contained herein.

(6)      Continuation of Representations, Warranties, Covenants and Indemnities.
Mortgagor's representations, warranties, covenants and indemnities contained
herein shall survive the occurrence of any event whatsoever, including without
limitation, the satisfaction of the promissory note(s) secured hereby, the
reconveyance or foreclosure of this mortgage, the acceptance by Mortgagee of a
deed in lieu of foreclosure, or any transfer or abandonment of the Property.

                                       3

<PAGE>

(7)      Corrective Action. In the event the Mortgagor is in breach of any of 
its representations, warranties or agreements as set forth above, Mortgagor at
its sole expense, shall take all action required, including environmental
cleanup of the Property, to comply with the representations, warranties and
covenants herein or applicable legal requirements and, in any event, shall take
all action deemed necessary under all applicable Environmental Laws.

(8)      Hazardous Materials Defined. The term "Hazardous Materials" shall mean
dangerous, toxic, or hazardous pollutants, contaminants, chemicals, wastes,
materials or substances, as defined in or governed by the provisions of any
Environmental Law.

(9)      Environmental Law Defined. The term "Environmental Law" shall mean any
federal, state or local law, statute, ordinance, rule, regulations,
administrative order and permit now in effect or hereinafter enacted, pertaining
to the public health, safety, industrial hygiene, or the environmental
conditions on, under or about the Property.

         ELEVENTH. That in the event the Mortgagor defaults in the payment of
all or any of the indebtedness, liabilities and obligations of Mortgagor to
Mortgagee evidenced by said Agreement and by one or more Notes, when due whether
by acceleration or otherwise, or defaults in the payment of any insurance
premiums or taxes or in the event of the violation of any of the other
conditions, agreements or covenants, or in the event the Mortgagor fails or
refuses to make the investment in the Mortgagee as required by the Farm Credit
Act of 1971, as amended, or upon any change of ownership by legal process,
execution, judicial sale, or operation of law, or if the Mortgagor shall cease
the operation of its plant, then the Mortgagee may elect, without notice, that
the whole of the principal sum hereby secured, or so much as shall then remain
unpaid, together with any interest accrued thereon, shall immediately become due
and payable, and the Mortgagee may immediately foreclose this Mortgage or pursue
any other available legal remedy. Provided that in the event of such default and
prior to said foreclosure and sale, the Mortgagee is hereby authorized to enter
upon the Property, to take possession of the same, and to rent or lease any of
the Property to any person, who is hereby authorized to occupy the said
Property, the proceeds thereof, after deducting all necessary expenses, to be
applied to the payment of the indebtedness, liabilities and obligations secured
hereby; and said Mortgagor hereby appoints and designates the Mortgagee, or any
person appointed by it therefor, as its agent and attorney in fact, with full
power and authority to execute, in the name of and by authority of the
Mortgagor, any instrument by which the Mortgagee exercise any of the rights and
privileges herein conferred. In the event of any action by the Mortgagee to
enforce collection of said indebtedness, liabilities or obligations, the
Mortgagor agrees that all taxable costs of such action, including statutory
attorney fees for plaintiff's attorney and the cost of extending the abstract of
title or providing title insurance and any costs necessary to clear title to
said Property shall become a part of said indebtedness, liabilities or
obligations secured hereby and shall be paid by the Mortgagor.

         TWELFTH. That the omission of the Mortgagee to exercise any option
hereunder, in case of any default by the Mortgagor, shall not preclude it from
the exercise thereof at any subsequent time, or for any subsequent default, and
nothing but a written contract of the Mortgagee shall be a waiver of any such
option.

         THIRTEENTH. It is further agreed that in case of default in respect to
any of the terms of this Mortgage, the Mortgagee, either before or on the
commencement of an action to foreclose this Mortgage, or at any time thereafter,
shall be entitled to the appointment of a receiver, who shall have the power to
take and hold possession of said Property and to rent the same, collect the
rents and profits therefrom for the benefit of said Mortgagee, pay the taxes
levied against said Property, and keep the same in repair, and such right shall
in no event be barred, forfeited, or retarded by reason of judgment, decree or
sale in such foreclosure, and the right to have such receiver appointed upon
application of the Mortgagee shall exist regardless of the fact of solvency or
insolvency of the Mortgagor, and regardless of the value of said mortgaged
premises, or the waste, loss, and destruction of the rents and profits of said
mortgaged premises during the statutory period of redemption. The right to the
appointment of such receiver shall be construed as auxiliary to and in aid of
any other rights under this Mortgage as hereinbefore provided, and in no manner
as detracting from or in derogation of said lien.

         FOURTEENTH. And whereas the said Mortgagor in making application for a
loan has made certain representations to the Mortgagee as to the purpose or
purposes for which the money loaned on this Mortgage was borrowed, such
representations are hereby specifically referred to and made a part of this
Mortgage. It is further agreed that this Mortgage is made pursuant, and is
subject to all the provisions of the Act of Congress known as the Farm Credit
Act of 1971, and all Acts amendatory thereof or supplementary thereto.

         FIFTEENTH. This Mortgage shall cover all Property now or hereafter
owned by Mortgagor and affixed to or located upon or used in connection with or

                                       4

<PAGE>

in the operation of the Property, and all renewals, replacements or
substitutions therefore, which, to the fullest extent permitted by law, shall be
deemed fixtures and a part of the real property.

         The Mortgagor hereby acknowledges that the Mortgagee has delivered to
it, and it has, at the time of the delivery of this Mortgage, received a true
duplicate copy of said instrument.

         IN WITNESS WHEREOF, the Mortgagor, having complied with all the
conditions necessary to render this a valid mortgage, and its officers being
duly authorized to do so, has executed this Mortgage on the day and year first
above written.

                                             GREEN PLAINS RENEWABLE ENERGY, INC.


                                             By  /s/ Barry Ellsworth  
                                                --------------------------------
                                                President

                                       5

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF NEVADA            )
                           ) ss.
COUNTY OF _____________    )

On this ___ day of____________________________________________, 2006, before me
__________________, a Notary Public in and for said County, personally appeared
Barry Ellsworth to me personally known, who, being by me duly sworn did say that
he/she is the President of GREEN PLAINS RENEWABLE ENERGY, INC.; and that the
instrument was signed and sealed on behalf of said corporation by authority of
its Board of Directors, and that said officer above named, acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation, and by it voluntarily executed.

         IN WITNESS WHEREOF, I have hereunto signed my name and affixed my
Notarial Seal at, in said County, the day and year last above written.



                                  ______________________________________________
                                  Notary Public in and for said County and State


My commission expires__________


                     FAILURE TO RECORD OR FILE THIS MORTGAGE
                    MAY AFFECT THE PRIORITY OF THIS MORTGAGE.


<PAGE>

                                    EXHIBIT A

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                                Shenandoah, Iowa


Fremont County, Iowa:

The North 1/2 of the Northwest 1/4 of Section 25, Township 69 North, Range 40
West of the 5th PM Fremont County, Iowa, and the West 1/2 of Lot 5 of the North
1/2 of the Northeast 1/4 of Said Section 25, and Parcel "B" of the East 1/2 of
Said Lot 5, and Parcel "A" of Parcel 2 of the South 1/2 of Lot 6 of the North
1/2 of the Northeast 1/4 and South 1/2 of the Northeast 1/4 of said Section 25,
Containing 108.09 acres.

                                                                

                         LUMP SUM DESIGN-BUILD AGREEMENT


                                     BETWEEN


                  GREEN PLAINS RENEWABLE ENERGY, INC. ("OWNER")


                                       AND


                         FAGEN, INC. ("DESIGN-BUILDER")



                                January 13, 2005



<PAGE>

                                TABLE OF CONTENTS


                                                                            Page


Article 1 Definitions, Rules of Interpretation................................1

   1.1      Rules of Construction.............................................1
   1.2      Defined Terms.....................................................2

Article 2 The Project.........................................................6

   2.1      Services to be Performed..........................................6
   2.2      Extent of Agreement...............................................6
   2.3      Conflicting Provisions............................................7

Article 3 Design-Builder Responsibilities.....................................7

   3.1      Design-Builder's Services in General..............................7
   3.2      Design Development and Service....................................7
   3.3      Standard of Care..................................................9
   3.4      Government Approvals and Permits..................................9
   3.5      Subcontractors....................................................9
   3.6      Maintenance of Site..............................................10
   3.7      Project Safety...................................................10
   3.8      Submission of Reports............................................10
   3.9      Training.........................................................11

Article 4 Owner's Responsibilities...........................................11

   4.1      Duty to Cooperate................................................11
   4.2      Furnishing of Services and Information...........................11
   4.3      Financial Information; Cooperation with Lenders; Failure to 
              Obtain Financial Closing.......................................12
   4.4      Owner's Representative...........................................13
   4.5      Government Approvals and Permits.................................13
   4.6      Owner's Separate Contractors.....................................13
   4.7      Security.........................................................13

Article 5 Ownership of Work Product; Risk of Loss............................14

   5.1      Work Product.....................................................14
   5.2      Owner's Limited License Upon Payment in Full.....................14
   5.3      Owner's Limited License Upon Owner's Termination for 
              Convenience or Design-Builder's Election to Terminate..........15
   5.4      Owner's Limited
 License Upon Design-Builder's Default............15
   5.5      Owner's Indemnification for Use of Work Product..................15
   5.6      Risk of Loss.....................................................16

Article 6 Commencement and Completion of the Project.........................16

   6.1      Work Schedule....................................................16
   6.2      Phase I and Phase II Engineering.................................16


                                        i
Green Plains Renewable Energy, Inc.
January 13, 2006

<PAGE>

                                Table of Contents
                                   (continued)

                                                                            Page

   6.3      Notice to Proceed; Commencement..................................17
   6.4      Project Start-Up and Testing.....................................17
   6.5      Substantial Completion...........................................17
   6.6      Final Completion.................................................19
   6.7      Post-Completion Support..........................................20

Article 7 Performance Testing and Liquidated Damages.........................20

   7.1      Performance Guarantee............................................20
   7.2      Performance Testing..............................................21
   7.3      Liquidated Damages...............................................22
   7.4      Bonds and Other Performance Security.............................22

Article 8 Warranties.........................................................23

   8.1      Design-Builder Warranty..........................................23
   8.2      Correction of Defective Work.....................................24
   8.3      Warranty Period Not Limitation to Owner's Rights.................24

Article 9 Contract Price.....................................................25

   9.1      Contract Price...................................................25

Article 10 Payment Procedures................................................25

   10.1     Payment at Financial Closing.....................................25
   10.2     Progress Payments................................................25
   10.3     Final Payment....................................................26
   10.4     Failure to Pay Amounts Due.......................................27
   10.5     Design-Builder's Payment Obligations.............................27
   10.6     Record Keeping and Finance Controls..............................27

Article 11 Hazardous Conditions and Differing Site Conditions................27

   11.1     Hazardous Conditions.............................................27
   11.2     Differing Site Conditions; Inspection............................28

Article 12 Force Majeure; Change in Legal Requirements.......................29

   12.1     Force Majeure Event..............................................29
   12.2     Effect of Force Majeure Event....................................29
   12.3     Change in Legal Requirements.....................................30
   12.4     Effect of Industry-Wide Disruption on Contract Price.............30
   12.5     Time Impact and Availability.....................................31

Article 13 Changes to the Contract Price and Scheduled Completion Dates......31

   13.1     Change Orders....................................................31
   13.2     Contract Price Adjustments.......................................31
   13.3     Emergencies......................................................32
   13.4     Requests for Contract Adjustments and Relief.....................32

Article 14 Indemnity.........................................................33


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                                Table of Contents
                                   (continued)

                                                                            Page

   14.1     Tax Claim Indemnification........................................33
   14.2     Payment Claim Indemnification....................................33
   14.3     Design Builder's General Indemnification.........................33
   14.4     Owner's General Indemnification..................................34

Article 15 Stop Work; Termination for Cause..................................34

   15.1     Owner's Right to Stop Work.......................................34
   15.2     Owner's Right to Perform and Terminate for Cause.................34
   15.3     Owner's Right to Terminate for Convenience.......................36
   15.4     Design-Builder's Right to Stop Work..............................36
   15.5     Design-Builder's Right to Terminate for Cause....................37
   15.6     Bankruptcy of Owner or Design-Builder............................37
   15.7     Lenders' Right to Cure...........................................38

Article 16 Representatives of the Parties....................................38

   16.1     Designation of Owner's Representatives...........................38
   16.2     Designation of Design-Builder's Representatives..................39

Article 17 Insurance.........................................................39

   17.1     Insurance........................................................39
   17.2     Design-Builder's Insurance Requirements..........................40
   17.3     Owner's Liability Insurance......................................41
   17.4     Owner's Property Insurance.......................................41
   17.5     Coordination with Loan Documents.................................43

Article 18 Representations and Warranties....................................43

   18.1     Design-Builder and Owner Representations and Warranties..........43
   18.2     Design-Builder Representations and Warranties....................44

Article 19 Dispute Resolution................................................44

   19.1     Dispute Avoidance and Mediation..................................44
   19.2     Arbitration......................................................44
   19.3     Duty to Continue Performance.....................................45
   19.4     Consequential Damages............................................45

Article 20 Confidentiality of Shared Information.............................45

   20.1     Non-Disclosure Obligation........................................45
   20.2     Publicity and Advertising........................................46
   20.3     Term of Obligation...............................................46

Article 21 Miscellaneous.....................................................46

   21.1     Assignment.......................................................46
   21.2     Successors.......................................................46
   21.3     Governing Law....................................................47
   21.4     Severability.....................................................47

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                                Table of Contents
                                   (continued)

                                                                            Page

   21.5     No Waiver........................................................47
   21.6     Headings.........................................................47
   21.7     Notice   ........................................................47
   21.8     No Privity with Design Consultant/Subcontractors.................48
   21.9     Amendments.......................................................48
   21.10    Entire Agreement.................................................48
   21.11    Third-Party Beneficiaries........................................48
   21.12    Counterparts.....................................................48
   21.13    Survival.........................................................48

SCHEDULE 4.2.1...............................................................50

EXHIBIT A ...................................................................A-1
EXHIBIT B....................................................................B-1
EXHIBIT C....................................................................C-1
EXHIBIT D....................................................................D-1
EXHIBIT E....................................................................E-1
EXHIBIT F....................................................................F-1
EXHIBIT G....................................................................G-1
EXHIBIT H....................................................................H-1
EXHIBIT I....................................................................I-1
EXHIBIT J....................................................................J-1
EXHIBIT K....................................................................K-1
EXHIBIT L....................................................................L-1
EXHIBIT M....................................................................M-1
EXHIBIT N....................................................................N-1

                                       iv
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                         LUMP SUM DESIGN-BUILD CONTRACT

         This LUMP SUM DESIGN-BUILD CONTRACT (the "Agreement") is made as of
January 13, 2005, (the "Effective Date") by and between Green Plains Renewable
Energy, Inc. an Iowa limited liability company (the "Owner") and Fagen, Inc., a
Minnesota corporation (the "Design-Builder").


                                    RECITALS

         A. The Owner desires to develop, construct, own and operate a 50
million gallons per year ("MGY") dry grind ethanol production facility located
at Shenandoah, Iowa (the "Plant"); and

         B. Design-Builder desires to provide design, engineering, procurement
and construction services for the Plant.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein and for other good and valuable consideration,
Owner and Design-Builder agree as follows.


                                    AGREEMENT
                                   Article 1

                      Definitions; Rules of Interpretation

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

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

         (b)      References to "Articles," "Sections," "Schedules," or
                  "Exhibits" shall be to Articles, Sections, Schedules or
                  Exhibits of this Agreement.

         (c)      This Agreement was negotiated and prepared by each of the
                  Parties with the advice and participation of counsel. The
                  Parties have agreed to the wording of this Agreement and none
                  of the provisions hereof shall be construed against one Party
                  on the ground that such Party is the author of this Agreement
                  or any part hereof.

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

AAA is defined in Section 19.1.

Agreement is defined in the Preamble.

Air Emissions Tester means a third party entity engaged by Owner meeting all
required state and federal requirements for such testing entities, to conduct
air emissions testing of the Plant in accordance with Exhibit A.

Applicable Law means
         (a)      any and all laws, legislation, statutes, codes, acts, rules,
                  regulations, ordinances, treaties or other similar legal
                  requirements enacted, issued or promulgated by a Governmental
                  Authority;
         (b)      any and all orders, judgments, writs, decrees, injunctions,
                  Governmental Approvals or other decisions of a Governmental
                  Authority; and
         (c)      any and all legally binding announcements, directives or
                  published practices or interpretations, regarding any of the
                  foregoing in (a) or (b) of this definition, enacted, issued or
                  promulgated by a Governmental Authority;
to the extent, for each of the foregoing in (a), (b) and (c) of this definition,
applicable to or binding upon (i) a Party, its affiliates, its shareholders, its
members, it partners or their respective representatives, to the extent any such
person is engaged in activities related to the Project; or (ii) the property of
a Party, its affiliates, its shareholders, its members, its partners or their
respective representatives, to the extent such property is used in connection
with the Project or an activity related to the Project.

Application for Payment is defined in Section 10.2.1.

As Built Plans is defined in Section 5.2.

Bankrupt Party is defined in Section 15.6.1.

Baseline Index is defined in Section 12.4.1.

CCI is defined in Section 12.4.1.

Certificate of Substantial Completion is defined in Section 6.5.3

Change Order is defined in Section 13.1.1.

Construction Documents is defined in Section 3.2.2.

Contract Documents is defined in Section 2.2.

Contract Price is defined in Section 9.1.

Damages is defined in Section 14.3.1.

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Day or Days shall mean calendar days unless otherwise specifically noted in the
Contract Documents.

Design-Builder is defined in the Preamble.

Design-Builder's Representative is defined in Section 16.2.

Design-Builder's Senior Representative is defined in Section 16.2.

Design Consultant is a qualified, licensed design professional that is not an
employee of Design-Builder, but is retained by Design-Builder, or employed or
retained by anyone under contract with Design-Builder or Subcontractor, to
furnish design services required under the Contract Documents.

Differing Site Conditions is defined in Section 11.2.1.

Early Completion Bonus is defined in Section 6.5.4.

Effective Date is defined in the Preamble.

Final Application for Payment is defined in Section 10.3.

Final Completion is defined in Section 6.6.2.

Final Completion Date is the date that is 90 Days after the Substantial
Completion Date.

Final Payment is defined in Section 10.3.

Financial Closing means the execution of the Financing Documents by all the
parties thereto, and the fulfillment of all conditions precedent thereunder
necessary to permit the advance of funds to pay amounts due under this
Agreement.

Financing Documents means the final loan documents with the lender or lenders
providing financing for the construction or term financing of the Plant.

Force Majeure Event is defined in Section 12.1.

Governmental Approvals are any material authorizations or permissions issued or
granted by any Governmental Authority to the Project, its Owner, the
Design-Builder, Subcontractors and their affiliates in connection with any
activity related to the Project.

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

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Hazardous Conditions are any materials, wastes, substances and chemicals deemed
to be hazardous under applicable Legal Requirements, or the handling, storage,
remediation, or disposal of which are regulated by applicable Legal
Requirements.

ICM is defined in Section 5.2.1.

ICM License Agreement means the license agreement to be executed between Owner
and ICM, Inc., substantially in the form attached hereto as Exhibit D.

Indemnified Parties is defined in Section 5.2.

Independent Engineer means Owner's and Lenders' independent engineer.

Industry-Wide Disruption is defined in Section 12.4.

Legal Requirements or Laws are all applicable federal, state and local statutes,
laws, codes, ordinances, rules, regulations, judicial decisions, orders, decrees
plans, injunctions, permits, tariffs, governmental agreements and governmental
restrictions, whether now or hereafter in effect, of any government or
quasi-government entity having jurisdiction over the Project or Site, the
practices involved in the Project or Site, or any Work, including any consensus
standards for materials, products, systems, and services established by ASTM
International, any successor organization thereto, or any Governmental
Authority.

Lenders means the lenders that are party to the Financing Documents.

Lenders' Agent means an agent or agents acting on behalf of the Lenders.

Manufacturer's Warranty shall mean a warranty provided by the original
manufacturer or vendor of equipment used by Design-Builder in the Plant.

MGY is defined in the Recitals.

Notice to Proceed is defined in Section 6.3.

Oversight Items is defined in Section 4.3.

Owner is defined in the Preamble.

Owner Indemnified Parties is defined in Section 14.3.1.

Owner's Representative is defined in Section 16.1.

Owner's Senior Representative is defined in Section 16.1.

Pass Through Warranties mean any warranties provided to Design-Builder by a
Subcontractor which are assigned to Owner.

Pay Period means, with respect to a given Application for Payment or Progress
Report, the one month period following the last day of the previous Pay Period

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to which the immediately prior Application for Payment or Progress Report is
applied; provided that the initial Pay Period shall commence on the date of
delivery of the Notice to Proceed and end on the 24th day of the calendar month
during which the Notice to Proceed is issued.

Payment Bond is defined in Section 7.4.2.

Performance Bond is defined in Section 7.4.1.

Performance Guarantee Criteria means the criteria listed in Exhibit A.

Performance Tests is defined in Section 7.2.1.

Phase I is defined in Exhibit C.

Phase II is defined in Exhibit C.

Plant is defined in the Recitals.

Preliminary Construction Documents is defined in Section 3.2.1.

Progress Report is defined in Section 3.8.

Project is defined in Section 2.1.

Project Scope is defined in Exhibit B.

Punch List is defined in Section 6.5.3.

Qualified Independent Expert means an expert retained by Owner and approved by
Design-Builder pursuant to Section 11.1.2.

Safety Representative is defined in Section 3.7.1.

Schedule of Values is defined in Section 10.2.5.

Scheduled Substantial Completion Date is defined in Section 6.5.1.

Site is the land or premises on which the Project is located.

Subcontractor is any person or entity retained by Design-Builder, or by any
person or entity retained directly or indirectly by Design-Builder, in each case
as an independent contractor to perform a portion of the Work and shall include
materialmen and suppliers.

Substantial Completion is defined in Section 6.5.2.

Work is defined in Section 3.1.

Work Product is defined in Section 5.1.

Work Schedule is defined in Section 6.1.

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<PAGE>

                                   Article 2
                                   The Project

         2.1 Services to be Performed. Pursuant to this Agreement,
Design-Builder shall perform all work and services in connection with the
engineering, design, procurement, construction startup, Perfomance Tests,
training for the operation and maintenance of the Plant, and provide all
material, equipment, tools and labor necessary to complete the Plant in
accordance with the terms of this Agreement. The Plant, together with all
equipment, labor, services and materials furnished hereunder is defined as the
"Project."

         2.2 Extent of Agreement. This Agreement consists of the following
documents, and all exhibits, schedules, appendices and attachments hereto and
thereto (collectively, the "Contract Documents"):

                  2.2.1 All written modifications, amendments and change orders
to this Agreement.

                  2.2.2 This Agreement, including all exhibits and attachments,
executed by Owner and Design-Builder, including those below:

         List of Exhibits                                     
         Exhibit A             Performance Guarantee Criteria
         Exhibit B             General Project Scope
         Exhibit C             Owner's Responsibilities
         Exhibit D             ICM License Agreement
         Exhibit E             Schedule of Values
         Exhibit F             Progress Report
         Exhibit G             Permits Required
         Exhibit H             Form of Performance Bond
         Exhibit I             Form of Payment Bond
         Exhibit J             Work Schedule
         Exhibit K             Preliminary Construction Documents
         Exhibit L             Draw (Payment) Schedule
         Exhibit M             Air Emissions Application or Permit
         Exhibit N             Phase I and Phase II Engineering Services
                               Agreement
         
                  2.2.3 Preliminary Construction Documents prepared by
Design-Builder pursuant to Section 3.2.1 and the Construction Documents to be
prepared by Design-Builder pursuant to Section 3.2.2 shall be incorporated in
this Agreement.

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         2.3 Conflicting Provisions. In the event of any conflict or
inconsistency between the body of this Agreement and any Exhibit or Schedule
hereto, the terms and provisions of this Agreement, as amended from time to
time, shall prevail and be given priority. Subject to the foregoing, the several
documents and instruments forming part of this Agreement are to be taken as
mutually explanatory of one another and in the case of ambiguities or
discrepancies within or between such parts the same shall be explained and
interpreted, if possible, in a manner which gives effect to each part and which
avoids or minimizes conflicts among such parts. No oral representations or other
agreements have been made by the parties except as specifically stated in the
Contract Documents.

                                   Article 3
                         Design-Builder Responsibilities

         3.1 Design-Builder's Services in General. Except for services and
information to be provided by Owner and specifically set forth in Article 4 and
Exhibit C, Design-Builder shall perform or cause to be performed all design,
engineering, procurement, construction services, supervision, labor, inspection,
testing, start-up, material, equipment, machinery, temporary utilities and other
temporary facilities to complete construction of the Project consistent with the
Contract Documents (the "Work"). All design and engineering and construction
services and other Work of the Design-Builder shall be performed in accordance
with (i) the Project Scope as set forth in Exhibit B, (ii) the Construction
Documents, (iii) all Legal Requirements, and (iv) generally accepted
construction and design-build standards of the fuel ethanol industry in the
Midwest United States. Any design and engineering or other professional service
to be performed pursuant to this Agreement, which under Applicable Law must be
performed by licensed personnel, shall be performed by licensed personnel as
required by Law. The enumeration of specific duties and obligations to be
performed by the Design-Builder under the Contract Documents shall not be
construed to limit in any way the general undertakings of the Design-Builder as
set forth herein. Design-Builder's Representative shall be reasonably available
to Owner and shall have the necessary expertise and experience required to
supervise the Work. Design-Builder's Representative shall communicate regularly
with Owner and shall be vested with the authority to act on behalf of
Design-Builder.

         3.2 Design Development and Services.

                  3.2.1 As of the Effective Date, but in no event later than
thirty (30) Days from the Effective Date, Design-Builder has or shall have
provided to Owner the following documents, and any other documents reasonably
agreed to by Design-Builder and Owner as applying to the conceptual design of
the Project and required to apply for the construction air permit or completion
of the Site layout in cooperation with Owner's rail engineer (collectively, the
"Preliminary Construction Documents"), which shall be consistent with the
Project Scope and once approved by Owner, shall be part of this Agreement:

         a) major equipment lists, with sizes;

         b) process flow diagram;

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         c) process design criteria and/or process description; and

         d) Site layout.

Owner shall have thirty (30) Days from the date it receives the Preliminary
Construction Documents to review and approve such documents. The Preliminary
Construction Documents shall establish performance standards for the completed
Project and identify components required to meet those performance standards.
Any changes to the Preliminary Construction Documents shall be subject to the
prior review and approval by Owner, such approval not to be unreasonably
withheld or delayed.

                  3.2.2 Where required by Law, Design-Builder shall provide
through qualified,licensed design professionals employed by Design-Builder, or
procured from qualified, independent licensed Design Consultants, the necessary
design services, including architectural, engineering and other design
professional services, for the preparation of the required drawings,
specifications and other design submittals required to permit construction of
the Work in accordance with this Agreement and the Preliminary Construction
Documents (such drawings, specifications and design submittals collectively and
together with the Preliminary Construction Documents, the "Construction
Documents"). To the extent not prohibited by Legal Requirements, Design-Builder
may prepare Construction Documents for a portion of the Work to permit
construction to proceed on that portion of the Work prior to completion of the
Construction Documents for the entire Work.

                  3.2.3 Construction of the Plant shall be consistent with the
Construction Documents.

                  3.2.4 Design-Builder shall maintain a current, complete set of
drawings and specifications at the Site. Owner shall the right to review such
drawings and specifications. Owner and Independent Engineer may not make copies
of the available drawings and specifications without Design-Builder's written
permission, and, granted such permission, may only do so to the extent such
drawings and specifications directly pertain to the Plant; provided however
that, pursuant to Section 5.1 of this Agreement, Design-Builder retains
ownership of and property interests in any drawing or specifications made
available and/or copied.

Except as provided elsewhere in this Agreement, it is understood and agreed that
review, comment and/or approval by Owner (or its designees) or Independent
Engineer of any documents or submittals that Design-Builder is required to
submit to Owner (or its designees) or Independent Engineer hereunder for their
review, comment and/or approval (including without limitation the Preliminary
Construction Documents pursuant to Section 3.2.1 hereof or other Construction
Documents pursuant to Sections 3.2.2 and 3.2.4 hereof) shall not relieve or
release Design-Builder from any of its duties, obligations or liabilities
provided for under the terms of this Agreement or transfer any design liability
from Design-Builder to Owner.

         3.3 Standard of Care. All services performed by the Design-Builder and
its Subcontractors pursuant to the Construction Documents shall be performed in
accordance with the standard of care and skill generally accepted in the fuel
ethanol industry in the Midwest United States during the relevant time period or

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in accordance with any of the practices, methods and acts that in the exercise
of reasonable judgment in light of the facts known at the time the decision was
made, could have been expected to accomplish the desired result at a reasonable
cost consistent with good business practices, safety and expedition. This
standard of care is not intended to be limited to the optimum practice, method
or act to the exclusion of all others, but rather to be acceptable practices,
methods or acts generally accepted in the construction and design-build
standards of the fuel ethanol industry in the Midwest United States.
Design-Builder and its Subcontractors shall perform all construction activities
efficiently and with the requisite expertise, skill, competence, resources and
care to satisfy the requirements of the Contract Documents and all applicable
Legal Requirements. Design-Builder shall at all times exercise complete and
exclusive control over the means, methods, sequences and techniques of
construction.

         3.4 Government Approvals and Permits. Except as identified in Exhibit C
and, with respect to items identified as Owner's responsibility, in Exhibit G
(which items shall be obtained by Owner pursuant to Section 4.5), Design-Builder
shall obtain and pay for all necessary permits, approvals, licenses, government
charges and inspection fees required for the prosecution of the Work by any
government or quasi-government entity having jurisdiction over the Project.
Design-Builder shall provide reasonable assistance to Owner in obtaining those
permits, approvals and licenses that are Owner's responsibility.

         3.5 Subcontractors.

                  3.5.1 Design-Builder may subcontract portions of the Work in
accordance with the terms hereof.

                  3.5.2 Design-Builder assumes responsibility to Owner for the
proper performance of the Work of Subcontractors and any acts and omissions in
connection with such performance and any costs or delay associated with such
acts or omissions. Nothing in the Contract Documents is intended or deemed to
create any legal or contractual relationship between Owner and any
Subcontractor, including but not limited to any third-party beneficiary rights.

                  3.5.3 Design-Builder shall coordinate the activities of all of
Design-Builder's Subcontractors. If Owner performs other work on the Project or
at the Site with separate contractors under Owner's control, Design-Builder
agrees to reasonably cooperate and coordinate its activities with those separate
contractors so that the Project can be completed in an orderly and coordinated
manner without unreasonable disruption.

                  3.5.4 Design-Builder shall ensure that each subcontract with a
Subcontractor is assignable to Owner without consent of the Subcontractor or any
other person or entity in the event that Design-Builder shall be in an uncured
default or terminated with cause under the terms of this Agreement.

         3.6 Maintenance of Site. Design-Builder shall keep the Site reasonably
free from debris, trash and construction wastes to permit Design-Builder to
perform its construction services efficiently, safely and without interfering
with the use of adjacent land areas. Upon Substantial Completion of the Work, or

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portion of the Work, as applicable, Design-Builder shall remove all debris,
trash, construction wastes, materials, equipment, machinery and tools arising
from the Work or applicable portions thereof to permit Owner to occupy the
Project for its intended use.

         3.7 Project Safety.

                  3.7.1 Design-Builder recognizes the importance of performing
the Work in a safe manner so as to prevent damage, injury or loss to (i) any
individuals at the Site, whether working or visiting, (ii) the Work, including
materials and equipment incorporated into the Work or stored on-Site or
off-Site, and (iii) any other property at the Site or adjacent thereto.
Design-Builder assumes responsibility for implementing and monitoring all safety
precautions and programs related to the performance of the Work. Design-Builder
shall, prior to commencing construction, designate a representative (the "Safety
Representative") with the necessary qualifications and experience to supervise
the implementation and monitoring of all safety precautions and programs related
to the Work. Unless otherwise required by the Contract Documents,
Design-Builder's Safety Representative shall be an individual stationed at the
Site who may have responsibilities on the Project in addition to safety. The
Safety Representative shall make routine daily inspections of the Site and shall
hold weekly safety meetings with Design-Builder's personnel, Subcontractors and
others as applicable.

                  3.7.2 Design-Builder and Subcontractors shall comply with all
Legal Requirements relating to safety, as well as any Owner-specific safety
requirements set forth in the Contract Documents; provided, that such
Owner-specific requirements do not violate any applicable Legal Requirement. As
promptly as practicable, Design-Builder will report in writing any
safety-related injury, loss, damage or accident arising from the Work to Owner's
Representative and, to the extent mandated by Legal Requirements, to all
government or quasi-government authorities having jurisdiction over
safety-related matters involving the Project or the Work.

                  3.7.3 Design-Builder's responsibility for safety under this
Section 3.7 is not intended in any way to relieve Subcontractors of their own
contractual and legal obligations and responsibility for (i) complying with all
Legal Requirements, including those related to health and safety matters, and
(ii) taking all necessary measures to implement and monitor all safety
precautions and programs to guard against injury, losses, damages or accidents
resulting from their performance of the Work.

         3.8 Submission of Reports. Design-Builder shall provide Owner with
regular communication regarding the progress ("Progress Report") and any
revisions to the drawings and specifications of the Work, including whether (i)
the Work is proceeding according to schedule, (ii) discrepancies, conflicts, or
ambiguities exist in the Contract Documents that require resolution, (iii)
health and safety issues exist in connection with the Work, and (iv) other items
require resolution so as not to jeopardize Design-Builder's ability to complete
the Work for the Contract Price and within the contract time(s). Progress
Reports shall be in the form of Exhibit F attached hereto and shall be included
with each Application for Payment.

         3.9 Training. At a mutually agreed time prior to start-up,
Design-Builder shall provide two (2) weeks of training at a plant in Russell,
Kansas (or other location) for all of Owner's employees required for the

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operation and maintenance of the Plant in accordance with all design
specifications therefor contained in the Contract Documents and necessary in
order to maintain the Performance Guarantee Criteria, including operators,
laboratory personnel, general, plant and maintenance managers. Other personnel
of Owner may receive such off-site training by separate arrangement between
Owner and Design-Builder and as time is available. All training personnel and
costs associated with such training personnel, including labor and all training
materials will be provided to Owner within the Contract Price at no additional
cost. Owner will be responsible for all travel and expenses of their employees
and the Owner will pay all wages and all other expenses for their personnel
during the training. The training services will include training on computers,
laboratory procedures, field operating procedures, and overall plant section
performance expectations. Prior to the start-up training, Design-Builder shall
provide Owner training manuals and operating manuals and other documents
reasonably necessary for the start-up process.

                                   Article 4
                            Owner's Responsibilities

         4.1 Duty to Cooperate.

                  4.1.1 Owner shall, throughout the performance of the Work,
cooperate with Design-Builder and perform its responsibilities, obligations and
services in a timely manner to facilitate Design-Builder's timely and efficient
performance of the Work and so as not to delay or interfere with
Design-Builder's performance of its obligations under the Contract Documents.

                  4.1.2 Owner shall provide timely review and approval of
Preliminary Construction Documents subject to Section 3.2.1.

                  4.1.3 Owner shall pay all the reasonable costs incurred by
Design-Builder for frost removal so that winter construction can proceed. Such
costs may include but are not limited to, equipment costs, equipment rental
costs, sheltering costs, special material costs, fuel costs and associated labor
costs. Owner acknowledges and agrees that such costs are in addition to, and not
included in, the Contract Price.

         4.2 Furnishing of Services and Information.

                  4.2.1 Except as set forth in Schedule 4.2.1, as of the
Effective Date, Owner has provided to Design-Builder, at its own cost and
expense, for Design-Builder's information and use, the following, all of which
Design-Builder is entitled to rely upon in performing the Work:

                  (a)      surveys describing the property, boundaries,
                           topography and reference points for use during
                           construction, including existing service and utility
                           lines;

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                  (b)      geotechnical studies describing subsurface conditions
                           including soil borings, and other surveys describing
                           other latent or concealed physical conditions at the
                           Site;

                  (c)      temporary and permanent easements, zoning and other
                           requirements and encumbrances affecting land use, or
                           necessary to permit the proper design and
                           construction of the Project and enable Design-Builder
                           to perform the Work;

                  (d)      A legal description of the Site;

                  (e)      to the extent available, as-built and record drawings
                           of any existing structures at the Site;

                  (f)      environmental studies, reports and impact statements
                           describing the environmental conditions, including
                           Hazardous Conditions, in existence at the Site;
                  (g)      Owner's deliverables under Exhibit C; and

                  (h)      the permits listed on Exhibit G that are described as
                           "obtained".

Except for those items listed in Exhibit J ("Owner Milestones") Owner shall
provide Design-Builder all items listed on Schedule 4.2.1 no later than 60 Days
prior to the issuance of the Notice to Proceed.

                  4.2.2 Owner is responsible for securing and executing all
necessary agreements with adjacent land or property owners that are necessary to
enable Design-Builder to perform the Work and that have been identified and
notified in writing by Design-Builder to Owner prior to the Effective Date.
Owner is further responsible for all costs, including attorneys' fees, incurred
in securing these necessary agreements.

         4.3 Financial Information; Cooperation with Lenders; Failure to Obtain
Financial Closing. Design-Builder acknowledges that Owner is seeking financing
for the Project. Design-Builder agrees to cooperate with Owner in good faith in
order to satisfy the requirements of Owners' financing arrangements, including,
where appropriate, the execution and delivery of documents or instruments
necessary to accommodate the Financial Closing. Owner agrees to pay all
documented costs incurred by Design-Builder incurred prior to and at Financial
Closing, and thereafter during the term of this Agreement, in connection with
satisfying the requirements of Owners' financing arrangements including all
documented attorney's fees, and Design-Builder shall provide written Notice to
Owner prior to incurring such costs. Design-Builder and Owner also acknowledge
that the Lenders, as a condition to providing financing for the Plant, shall
require Owner to provide the Independent Engineer with certain participation and
review rights with respect to Design-Builder's performance of the Work.
Design-Builder acknowledges and agrees that such participation and review rights
shall consist of the right to (i) enter the Site and inspect the Work upon

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reasonable notice to Design-Builder; (ii) attend all start-up and testing
procedures; and (iii) review and approve such other items for which Owner is
required by Lenders to obtain the concurrence, opinion or a certificate of the
Independent Engineer or the Lenders pursuant to the Financing Documents which
items do not alter the rights or impose additional obligations on Design-Builder
(collectively, the "Oversight Items"). Nothing in this Section 4.3 shall be
deemed to require Design-Builder to agree to any amendments to this Agreement
that would adversely affect Design-Builder's risks, rights or obligations under
this Agreement. Upon Financial Closing, Owner shall promptly provide to
Design-Builder an officer's certificate certifying that Financial Closing has
occurred and such Owner's officer's certificate shall constitute evidence
satisfactory to Design-Builder that Owner has adequate funds available and
committed to fulfill its obligations under the Contract Documents for all
purposes hereunder. Owner must obtain Financial Closing prior to issuing the
Notice to Proceed.

         4.4 Owner's Representative. Owner's Representative, as set forth in
Section 16.1 hereof, shall be responsible for providing Owner-supplied
information and approvals in a timely manner to permit Design-Builder to fulfill
its obligations under the Contract Documents. Owner's Representative shall also
provide Design-Builder with prompt notice if it observes any failure on the part
of Design-Builder to fulfill its contractual obligations, including any errors,
omissions or defects in the performance of the Work. Owner's Representative
shall be vested with the authority to act on behalf of Owner and Design-Builder
shall be entitled to rely on written communication from Owner's Representative
with respect to a Project matter.

         4.5 Government Approvals and Permits. Owner shall obtain and pay for
all necessary Governmental Approvals required by Law, including permits,
approvals, licenses, government charges and inspection fees set forth in Exhibit
C and, to the extent identified as Owner's responsibility, Exhibit G. Owner
shall provide reasonable assistance to Design-Builder in obtaining those
permits, approvals and licenses that are Design-Builder's responsibility
pursuant to Exhibits G and Section 3.4.

         4.6 Owner's Separate Contractors. Owner is responsible for all work,
including such work listed on Exhibit C, performed on the Project or at the Site
by separate contractors under Owner's control. Owner shall contractually require
its separate contractors to cooperate with, and coordinate their activities so
as not to interfere with, Design-Builder in order to enable Design-Builder to
timely complete the Work consistent with the Contract Documents.

         4.7 Security.

                  4.7.1 Owner shall be responsible for Site security (including
fencing, alarm systems, security guarding services and the like) at all times
during the term of this Agreement to prevent vandalism, theft and danger to the
Project, the Site, and personnel. Owner shall coordinate and supervise ingress
and egress from the Site so as to minimize disruption to the Work.

                  4.7.2 Design-Builder shall at all times conduct its operations
in a manner to minimize the risk of loss, theft, or damage by vandalism,
sabotage, or any other means. Design-Builder shall continuously inspect all

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Work, materials, and equipment to discover and determine any conditions that
might involve such risks and shall be solely responsible for discovery,
determination, and correction of any such conditions.

                                   Article 5
                     Ownership of Work Product; Risk of Loss

         5.1 Work Product. All drawings, specifications, calculations, data,
notes and other materials and documents, including electronic data furnished by
Design-Builder to Owner under this Agreement ("Work Product") shall be
instruments of service and Design-Builder shall retain the ownership and
property interests therein, including the copyrights thereto.

         5.2 Owner's Limited License Upon Payment in Full. Upon Owner's payment
in full for all Work performed under the Contract Documents, Design-Builder
shall grant Owner a limited license to use the Work Product in connection with
Owner's occupancy and repair of the Plant. Design-Builder acknowledges and
agrees that the limited license to use the Work Product granted hereby shall
provide Owner sufficient rights in and to the Work Product as shall be necessary
for Owner to operate and maintain the Plant and shall include any Pass Through
Warranties in connection therewith. Design-Builder shall provide Owner with a
copy of the plans of the Plant, as built, (the "As Built Plans") conditioned on
Owner's express understanding that its use of the Work Product and its
acceptance of the As Built Plans is at Owner's sole risk and without liability
or legal exposure to Design-Builder or anyone working by or through
Design-Builder, including Design Consultants of any tier (collectively the
"Indemnified Parties"); provided, however, that any performance guarantees, and
warranties (of equipment or otherwise) shall remain in effect according to the
terms of this Agreement.

                  5.2.1 Owner shall be entitled to use the Work Product solely
for purposes relating to the Plant, but shall not be entitled to use the Work
Product for any other purposes whatsoever, including without limitation,
expansion of the Plant. Notwithstanding the foregoing sentence, Owner shall be
entitled to use the Work Product for the operation, maintenance and repair of
the plant including the interconnection of, but not the design of, any future
expansions to the Plant. The limited license granted to Owner under Sections
5.2, 5.3 or 5.4 to use the Work Product shall be limited by and construed
according to the same terms contained in the ICM License Agreement between Owner
and ICM, Inc., attached hereto as Exhibit D and incorporated herein by reference
thereto, except (i) references in such ICM License Agreement to ICM and
Proprietary Property shall refer to Design-Builder and Work Product,
respectively, (ii) the Laws of the State of Minnesota shall govern such limited
license, and (iii) the dispute resolution provisions contained in Article 19
hereof shall apply to any breach or threatened breach of Owner's duties or
obligations under such limited license, except that Design-Builder shall have
the right to seek injunctive relief in a court of competent jurisdiction against
Owner or its Representatives for any such breach or threatened breach.
Design-Builder is utilizing certain proprietary property and information of ICM,
Inc., a Kansas corporation ("ICM"), in the design and construction of the
Project, and Design-Builder may incorporate proprietary property and information
of ICM into the Work Product. Owner's use of the proprietary property and

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information of ICM shall be governed by the terms and provisions of the License
Agreement between Owner and ICM, attached hereto as Exhibit D, to be executed by
such parties in connection with the execution of this Agreement. This paragraph
also applies to Articles 5.3 and 5.4 below.

         5.3 Owner's Limited License Upon Owner's Termination for Convenience or
Design-Builder's Election to Terminate. If Owner terminates the Project for its
convenience as set forth in Section 15.3 hereof, or if Design-Builder elects to
terminate this Agreement in accordance with Section 15.5, Design-Builder shall,
upon Owner's payment in full of the amounts due Design-Builder under this
Agreement, grant Owner a limited license to use the Work Product to complete the
Plant and subsequently occupy and repair the Plant, subject to the following:

         (i)      Use of the Work Product is at Owner's sole risk without
                  liability or legal exposure to any Indemnified Party;
                  provided, however, that any Pass Through Warranties regarding
                  equipment or express warranties regarding equipment provided
                  by this Agreement shall remain in effect according to their
                  terms; and
         (ii)     If the termination for convenience is by Owner in accordance
                  with Section 15.3 hereof, or if Design-Builder elects to
                  terminate this Agreement in accordance with Section 15.5, then
                  Owner agrees to pay Design-Builder the additional sum of One
                  Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) as
                  compensation for the limited right to use the Work Product
                  completed "as is" on the date of termination in accordance
                  with this Article 5.

         5.4 Owner's Limited License Upon Design-Builder's Default. If this
Agreement is terminated due to Design-Builder's default pursuant to Section 15.2
and (i) it is adjudged that Design-Builder was in default, and (ii) Owner has
fully satisfied all of its obligations under the Contract Documents through the
time of Design-Builder's default, then Design-Builder shall grant Owner a
limited license to use the Work Product in connection with Owner's completion
and occupancy, operation and repair of the Plant. This limited license is
conditioned on Owner's express agreement that its use of the Work Product is at
Owner's sole risk without liability or legal exposure to any Indemnified Party;
provided, however, that any Pass Through Warranties regarding equipment or
express warranties regarding equipment provided by this Agreement shall remain
in effect according to their terms. This limited license grants Owner the
ability to repair the Plant at Owner's discretion.

         5.5 Owner's Indemnification for Use of Work Product. If Owner uses the
Work Product or Plant under any of the circumstances identified in this Article
5, to the fullest extent allowed by Law, Owner shall defend, indemnify and hold
harmless the Indemnified Parties from and against any and all claims, damages,
liabilities, losses and expenses, including attorneys' fees, arising out of or
resulting from the use of the Work Product and Plant; provided, however, that
any Pass Through Warranties regarding equipment or express warranties regarding
equipment provided by this Agreement shall remain in effect according to their
terms.

         5.6 Risk of Loss. Design-Builder shall have no liability for a physical
loss of or damage to the Work unless such loss or damage is caused by
Design-Builder or someone acting under its direction or control. Design-Builder
shall not be liable for physical loss of or damage to the Work where such loss
or damage is caused by the willful misconduct or gross negligence of Owner's
employees or third parties who are not Subcontractors. Design-Builder shall have

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no liability for losses or damages for which insurance coverage under this
Agreement is available to Owner and for which proceeds have been paid; in such
circumstances, Design Builder's liability for losses and damages as described in
this Section 5.6 shall be limited to losses or damages which exceed insurance
coverage available to the Owner and for which proceeds have been paid, without
application of deductible, retention or retrospective premiums.

                                   Article 6
                   Commencement and Completion of the Project

         6.1 Work Schedule. The preliminary schedule for the execution of the
Work is attached as Exhibit J hereto (the "Work Schedule"). The final schedule
for execution of the Work shall be provided within thirty (30) Days after
receipt of the Notice to Proceed. The Work Schedule provides the scheduled dates
for the commencement and completion of the various stages of Work, including the
dates when Owner's obligations are required to be complete to enable
Design-Builder to achieve the contract time(s). The Work Schedule shall be
revised as required by conditions and progress of the Work but such revisions
shall not relieve Design-Builder of its obligations to complete the Work within
the contract time(s), unless such revisions to the Work Schedule are required as
a result of any delay in the completion of Owner's obligations or as a result of
a Force Majeure Event. In such event, the Work Schedule shall be revised to
provide, without penalty to Design-Builder, a Day-for-Day extension of the
contract time(s) for completion of the Work for each Day during which Owner's
failure to complete its obligations or a Force Majeure Event causes such delay.

         6.2 Phase I and Phase II Engineering. Owner and Design-Builder have
entered into that certain Phase I and Phase II Engineering Services Agreement
dated October 4, 2005, and attached hereto as Exhibit N. The Phase I and Phase
II Engineering Services Agreement provides for Design-builder to commence work
on the Phase I and Phase II engineering for the Project as set forth therein.
Owner has agreed to pay Design-Builder ** Dollars ($**) for such engineering
services pursuant to the terms of that agreement, the full amount of which shall
be included in and credited to the Contract Price. Notwithstanding the foregoing
sentence, if a Notice to Proceed is not issued pursuant to Section 6.3, or
Financial Closing is not obtained pursuant to Section 4.3, then Design-Builder
shall keep the full amount paid under the Phase I and Phase II Engineering
Services Agreement as compensation for the services provided thereunder.

         6.3 Notice to Proceed; Commencement. The Work shall commence within
five (5) Days of Design-Builder's receipt of Owner's written valid notice to
proceed ("Notice to Proceed") unless the parties mutually agree otherwise in
writing. The parties agree that a valid Owner's Notice to Proceed cannot be
given prior to March 1, 2006 unless prior to that date, Design-Builder has
delivered a written notice to Owner informing Owner that Design-Builder is ready
to accept a Notice to Proceed and to commence Work. The parties further agree
that a valid Owner's Notice to Proceed cannot be given unless; **.

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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Owner and Design-Builder mutually agree that time is of the essence with respect
to the dates and times set forth in the Contract Documents. Design-Builder must
receive a valid Owner's Notice to Proceed no later than 180 days from the
Effective Date; otherwise, unless the failure to deliver a Notice to Proceed is
due solely to the actions of Design-Builder, the Contract Price referred to in
Section 9.1 shall be subject to a price increase, or this Agreement shall
terminate, either at Design-Builder's sole option. If Design-Builder chooses to
terminate this Agreement pursuant to its right under the immediately preceding
sentence, then Design-Builder shall have no further obligations hereunder.

         6.4 Project Start-Up and Testing. Owner shall provide, at Owner's cost,
equipment, tools, instruments and materials necessary for Owner to comply with
its obligations under Exhibit C, raw materials, consumables and personnel,
necessary for start-up and testing of the Plant, and Design-Builder shall
provide supervision, standard and special test instruments, tools, equipment and
materials required to perform component and equipment checkout and testing,
initial start-up, operations supervision and corrective maintenance of all
permanent Plant equipment within the scope of the Work. Notwithstanding the
foregoing sentence, Design-Builder shall be responsible for raw materials and
consumables to the extent such amounts provided by Owner are destroyed or
damaged (as opposed to consumed in the ordinary course of start-up and testing)
by Design-Builder or its personnel during start-up and testing. Design-Builder
shall supervise and direct Owner's personnel who shall participate in the
start-up activities with Design-Builder's personnel to become familiar with all
aspects of the Plant. Owner and the Independent Engineer may witness start-up
and testing activities. Performance testing will be conducted in accordance with
the provisions of Section 7.2 hereof.

         6.5 Substantial Completion.

                  6.5.1 Substantial Completion of the entire Work shall be
achieved no later than Four Hundred and Eighty Five (485) Days after the date of
the Notice to Proceed, subject to adjustment in accordance with the Contract
Documents hereof (the "Scheduled Substantial Completion Date").

                  6.5.2 "Substantial Completion" shall be deemed to occur on the
date on which the Work is sufficiently complete so that Owner can occupy and use
the Plant for its intended purposes. Substantial Completion shall be attained at
the point in time when the Plant is ready to grind corn and begin operation for
its intended use as a 50 MGY fuel ethanol production plant.

                  6.5.3 Procedures. Design-Builder shall notify Owner in writing
when it believes Substantial Completion has been achieved with respect to the
Work. Within five (5) Days of Owner's receipt of Design-Builder's notice, Owner
and Design-Builder will jointly inspect such Work to verify that it is
substantially complete in accordance with the requirements of the Contract
Documents. If such Work is deemed substantially complete, Design-Builder shall
prepare and issue a "Certificate of Substantial Completion" for the Work that
will set forth (i) the date of Substantial Completion, (ii) the remaining items
of Work that have to be completed before Final Payment ("Punch List"), (iii)
provisions (to the extent not already provided in this Agreement) establishing
Owner's and Design-Builder's responsibility for the Project's security,

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maintenance, utilities and insurance pending Final Payment, and (iv) an
acknowledgment that warranties with respect to the Work commence on the date of
Substantial Completion, except as may otherwise be noted in the Certificate of
Substantial Completion. Upon Substantial Completion of the entire Work and
satisfaction of the Performance Guarantee Criteria listed in Exhibit A, Owner
shall release to Design-Builder all retained amounts relating, as applicable, to
the entire Work or completed portion of the Work, less an amount equal to the
reasonable value of all remaining or incomplete items of Work as noted in the
Certificate of Substantial Completion, and less an amount equal to the value of
any Subcontractor lien waivers not yet obtained.

         (a)      Owner, at its option, may use a portion of the Work prior to
                  completion of the entire Work; provided, that (i) a
                  Certificate of Substantial completion has been issued for the
                  portion of Work addressing the items set forth in Section
                  6.5.3 above, (ii) Design-Builder and Owner have, to the extent
                  required, obtained the consent of their sureties and insurers
                  and the appropriate government authorities having jurisdiction
                  over the Project, and (iii) Owner and Design-Builder agree
                  that Owner's use or occupancy will not interfere with
                  Design-Builder's completion of the remaining Work in
                  accordance with the Contract Documents.

                  6.5.4 Early Completion Bonus. If Substantial Completion is
attained within 485 Days after the date of the Notice to Proceed, Owner shall
pay Design-Builder at the time of Final Payment under Section 10.3 hereof an
early completion bonus ("Early Completion Bonus") of ** Dollars ($**) per Day
for each Day that Substantial Completion occurred in advance of the Scheduled
Substantial Completion Date. The Parties agree that no Early Completion Bonus
shall be due to Design-Builder for any period during which the Plant is
non-operational for more than twenty-four (24) consecutive hours.

                  6.5.5 In all events, payment of said bonus, if applicable, at
the time of Final Payment is subject to release of funds by senior lender. If
senior lender does not allow release of funds at the time of Final Payment to
pay said early completion bonus in full, any unpaid balance shall be converted
to an unsecured promissory note payable by Owner to Design-Builder, accruing
interest at ten percent (10%). On each anniversary of the note, any unpaid
accrued interest shall be converted to principal and shall accrue interest as
principal thereafter. Owner shall pay said promissory note as soon as allowed by
senior lender; in any event, the note, plus accrued interest, shall be paid in
full before Owner pays or makes any distributions to or for the benefit of its
owners (shareholders, members, partners, etc.). All payments shall be applied
first to accrued interest and then to principal.

         6.6 Final Completion.

                  6.6.1 Final Completion of the Work shall be achieved within
Ninety (90) Days after the date of Substantial Completion.

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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                  6.6.2

                  6.6.3 "Final Completion" shall be achieved when the Owner
reasonably determines that the following conditions have been met:

                  (a)      Substantial Completion has been achieved;

                  (b)      any outstanding amounts owed by Design-Builder to
                           Owner have been paid in full;

                  (c)      the items identified on the Punch List have been
                           completed by Design-Builder;

                  (d)      clean-up of the Site has been completed;

                  (e)      all permits required to have been obtained by
                           Design-Builder have been obtained;

                  (f)      the information in Section 6.6.4 has been provided to
                           Owner;

                  (g)      certificates of insurance confirming that required
                           coverages will remain in effect consistent with the
                           requirements of the Contract Documents have been
                           obtained;

                  (h)      release and waiver of all claims and liens from
                           Design-Builder and Subcontractors have been provided;
                           and

                  (i)      the Performance Tests have been successfully
                           completed. 

                  6.6.4 After receipt of a Final Application for Payment from
Design-Builder, Owner shall make Final Payment in accordance with Section 10.3,
less an amount equal to the value of any Subcontractor lien waivers not yet
obtained.

                  6.6.5 At the time of submission of its Final Application for
Payment, Design-Builder shall provide the following information:

                  (a)      an affidavit that there are no claims, obligations or
                           liens outstanding or unsatisfied for labor, services,
                           material, equipment, taxes or other items performed,
                           furnished or incurred for or in connection with the
                           Work which will in any way affect Owner's interests;

                  (b)      a general release executed by Design-Builder waiving,
                           upon receipt of final payment by Design-Builder, all
                           claims for payment, additional compensation, or
                           damages for delay, except those previously made to
                           Owner in writing and remaining unsettled at the time
                           of Final Payment provided such general release shall
                           not waive defenses to claims that may be asserted by
                           Owner after payment or claims arising after payment;

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                  (c)      consent of Design-Builder's surety, if any, to Final
                           Payment; and

                  (d)      a hard copy of the As Built Plans; provided, however,
                           that such plans will remain the Work Product of the
                           Design-Builder and subject in all respects to Article
                           5.

                  6.6.6 Upon making Final Payment, Owner waives all claims
against Design-Builder except claims relating to (i) Design-Builder's failure to
satisfy its payment obligations, (ii) Design-Builder's failure to complete the
Work consistent with the Contract Documents, including defects appearing within
one year after Substantial Completion, and (iii) the terms of any warranties
required by the Contract Documents.

         6.7 Post Completion Support. Adequate personnel to complete all Work
within the Work Schedule will be maintained on-Site by Design-Builder or a
Subcontractor until Final Completion has been achieved. In addition to
prosecuting the Work until Final Completion has been achieved, Design-Builder or
its Subcontractor will provide one month of on-Site operational support for
Owner's personnel after successful completion of the Performance Tests and, from
the date of Substantial Completion, will provide six (6) months of off-Site
technical and operating procedure support by telephone and other electronic data
transmission and communication.

                                   Article 7
                   Performance Testing and Liquidated Damages

         7.1 Performance Guarantee. The Design-Builder guarantees that the Plant
will meet the performance criteria listed in Exhibit A (the "Performance
Guarantee Criteria") during a performance test conducted and concluded pursuant
to the terms hereof not later than Ninety (90) Days after the date of
Substantial Completion. If there is a performance shortfall, Design-Builder will
pay all design and construction costs associated with making the necessary
corrections. Design-Builder retains the right to use its sole discretion in
determining the method (which shall be in accordance with generally accepted
construction and design-build standards of the fuel ethanol industry in the
Midwest United States) to remedy any performance related issues.

                  7.1.1 If Owner, for whatever reason, prevents Design-Builder
from demonstrating the Performance Guarantee Criteria within thirty (30) Days of
Design-Builder's notice that the Plant is ready for Performance Testing, then
Design-Builder shall be excused from demonstrating compliance with the
Performance Guarantee Criteria during such period of time that Design-Builder is
prevented from demonstrating compliance with the Performance Guarantee Criteria;
provided however that Design-Builder will be deemed to have fulfilled all of its
obligations to demonstrate that the Plant meets the Performance Guarantee
Criteria should such period of time during which Design-Builder is prevented
from demonstrating the Performance Criteria exceed thirty (30) Days or extend
beyond Final Completion.

         7.2 Performance Testing.

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                  7.2.1 The Design-Builder shall direct and supervise the tests
and, if necessary, the retests of the Plant using Design-Builder's supervisory
personnel and the Air Emissions Tester shall conduct the air emissions test, in
each case, in accordance with the testing procedures set forth in Exhibit A (the
"Performance Tests"), to demonstrate, at a minimum, compliance with the
Performance Guarantee Criteria. Design-Builder shall cooperate with the Air
Emissions Tester to facilitate performance of all air emissions tests. To the
extent that Owner's employees, or third parties that are not Subcontractors, are
involved in the Performance Testing and conducting the Performance Tests
pursuant to the direction of the Design-Builder, the failure of such third
parties or Owner's employees to properly follow the directions of the
Design-Builder in conducting the Performance Tests, except in instances of the
willful misconduct or gross negligence of such third parties or Owner's
employees, shall not relieve the Design-Builder of its obligation to meet the
Performance Tests. Design-Builder shall not be held responsible for the willful
misconduct or gross negligence of Owner's employees and third parties involved
in the Performance Testing.

                  7.2.2 No later than thirty (30) Days prior to the earlier of
the Scheduled Substantial Completion Date or Substantial Completion,
Design-Builder shall provide to Owner for review a detailed testing plan for the
Performance Tests (other than for air emissions). Owner and Design-Builder shall
agree upon a testing plan that shall be consistent with the Performance Test
Protocol contained in Exhibit A hereto. After such agreement has been reached,
Design-Builder shall notify the Owner five (5) business days prior to the date
Design-Builder intends to commence the Performance Tests and shall notify the
Owner upon commencement of the Performance Tests. Owner and Independent Engineer
each have the right to witness all testing, including the Performance Tests and
any equipment testing, whether at the Site or at the Subcontractor's or
equipment supplier's premises during the course of this Agreement.
Notwithstanding the foregoing sentence, Owner shall bear the costs of providing
a witness to any such testing and all such witnesses shall comply at all times
with Design-Builder's, Subcontractor's or equipment supplier's safety and
security procedures and other reasonable requirements, and otherwise conduct
themselves in a manner that does not interfere with Design-Builder's,
Subcontractor's or equipment supplier's activities or operations.

                  7.2.3 Design-Builder shall provide to Owner a performance test
report (excluding results from air emissions testing), including all applicable
test data, calculations and certificates indicating the results of the
Performance Tests and, within five (5) business days of Owner's receipt of such
results, Owner, Independent Engineer and Design-Builder will jointly inspect
such Work and review the results of the Performance Tests to verify that the
Performance Guarantee Criteria have been met. If Owner or Independent Engineer
reasonably determines that the Performance Guarantee Criteria have not been met,
Owner shall notify Design-Builder the reasons why Owner determined that the
Performance Guarantee Criteria have not been met and Design-Builder shall
promptly take such action or perform such additional work as will achieve the
Performance Guarantee Criteria and shall issue to the Owner another notice in
accordance with Section 7.2.2; provided however that if the notice relates to a
retest, the notice may be provided no less than two (2) business days prior to
the Performance Tests. Such procedure shall be repeated as necessary until Owner
and Independent Engineer verifies that the Performance Guarantee Criteria have
been met.

         7.3 Liquidated Damages.

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                  7.3.1 Design-Builder understands that if Final Completion is
not attained by the Final Completion Date, Owner will suffer damages which are
difficult to determine and accurately specify. Design-Builder agrees that if
Final Completion is not attained by the end of the Final Completion Date,
Design-Builder shall pay Owner ** Dollars ($**) as liquidated damages, and not
as a penalty, for each Day that Final Completion extends beyond the Final
Completion Date. Owner, at its discretion, may elect to offset any such
liquidated damages from any retainage. Liquidated damages shall be paid by
Design-Builder by the 15th Day of the month following the month in which the
liquidated damages were incurred. The liquidated damages provided herein shall
be in lieu of all liability for any and all extra costs, losses, loss of
profits, expenses, claims, penalties and any other damages, whether special or
consequential, and of whatsoever nature incurred by Owner which are occasioned
solely by any delay in achieving Final Completion.

                  7.3.2 Maximum Liquidated Damages. Design-Builder's liability
for liquidated damages under Section 7.3.1 shall be capped at and shall not
exceed ** Dollars ($**).

                  7.3.3 The liquidated damages provided herein shall be in lieu
of all liability for any and all extra costs, losses, loss of profits, expenses,
claims, penalties and any other damages, whether special or consequential, and
of whatsoever nature incurred by Owner which arise solely due to a delay in
achieving Final Completion by the Final Completion Date; provided that such
liquidated damages shall not in any way detract from or limit Owner's remedies
or Design-Builder's liabilities in connection with any default by Design-Builder
under Section 15.2 hereof.

                  7.3.4 Design-Builder shall not be liable for liquidated
damages during any period of time for which an extension of the Scheduled
Substantial Completion Date and/or Final Completion Date is available pursuant
to Article 12.

         7.4 Bonds and Other Performance Security.

                  7.4.1 On or prior to the date of Financial Closing the
Design-Builder shall deliver to Owner a bond substantially in the form attached
as Exhibit H (the "Performance Bond") in an initial amount equivalent to the
Contract Price. Owner shall pay on the date of Financial Closing all costs of
obtaining such bond, plus pay Design-Builder a fee of 7.5% for obtaining such
bond, such fee to be calculated by multiplying 7.5% times the cost of the
Performance Bond. Any amounts payable to the surety due to Design-Builder's
default under this Agreement or the Performance Bond shall be for the account of
Design-Builder.

         (a)      Design-Builder shall post additional bonds or security (which
                  must be in form and substance satisfactory to Owner and the
                  Lenders) or shall increase the amount of the Performance Bond
                  by the amount of any

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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                  increases to the Contract Price; provided, however, that Owner
                  shall pay all costs of obtaining such bonds or security, plus
                  pay Design-Builder a fee of 7.5% for obtaining such bonds or
                  security, such fee to be calculated by multiplying 7.5% times
                  the cost of the bonds or security.

         (b)      The Performance Bond shall secure the Design-Builder's
                  obligations to complete the Work in accordance with this
                  Agreement.

                  7.4.2 On or prior to the date of Financial Closing the
Design-Builder shall deliver to Owner a bond substantially in the form attached
as Exhibit I (the "Payment Bond") in an initial amount equivalent to the
Contract Price. Owner shall pay on the date of Financial Closing all costs of
obtaining such bond, plus pay Design-Builder a fee of 7.5% for obtaining such
bond, such fee to be calculated by multiplying 7.5% times the cost of the
Payment Bond but any amounts payable to the surety due to Design-Builder's
default under this Agreement or the Payment Bond shall be for the account of
Design-Builder.

         (a)      Design-Builder shall post additional bonds or security (which
                  must be in form and substance reasonably satisfactory to Owner
                  and the Lenders) or shall increase the amount of the Payment
                  Bond by the amount of any increase to the Contract Price.

         (b)      The Payment Bond shall secure the Design-Builder's obligations
                  to pay its Subcontractors, vendors and suppliers.

         (c)      The Payment Bond shall provide the conditions upon which
                  Subcontractors, vendors and suppliers may draw upon such
                  Payment Bond following Design-Builder's failure to pay amounts
                  due such Subcontractors, vendors and suppliers.

                                   Article 8
                                   Warranties

         8.1 Design-Builder Warranty. Design-Builder warrants to Owner that the
construction, including all materials and equipment furnished as part of the
construction, shall be new, of good quality, in conformance with the Contract
Documents and all Legal Requirements, free of defects in materials and
workmanship. Design-Builder's warranty obligation excludes defects caused by
abuse, alterations, or failure to maintain the Work by persons other than
Design-Builder or anyone for whose acts Design-Builder may be liable. Nothing in
this warranty is intended to limit any Manufacturer's Warranty which provides
Owner with greater warranty rights than set forth in this Section 8.1 or the
Contract Documents. Design-Builder will provide to Owner all manufacturers' and
Subcontractors' warranties upon the earlier of Substantial Completion or
termination of this Agreement. Owner's failure to comply with all Operating
Procedures shall void those guarantees, representations and warranties, whether
expressed or implied, that were given by Design-Builder to Owner, concerning the

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performance of the Plant that are reasonably determined by Design-Builder to be
affected by such failure. If Design-Builder reasonably determines that all
damage caused by such failure can be repaired and Owner makes all repairs needed
to correct such damage, as reasonably determined by Design-Builder, all
guarantees, representations and warranties shall be reinstated for the remaining
term thereof, if any, from the date of the repair.

         8.2 Correction of Defective Work.

                  8.2.1 Design-Builder agrees to correct any Work that is found
to not be in conformance with the Contract Documents, including that part of the
Work subject to Section 8.1, within a period of one year from the date of
Substantial Completion of the Work; provided that such one-year period shall be
extended one Day for any part of the Work that is found to be not in conformance
with the Contract Documents for each Day that such part of the Work is not
operating in conformity with the Contract Documents, including any time during
which any part of the Work is repaired or replaced pursuant to this Article 8.

                  8.2.2 Design-Builder shall, within seven (7) Days of receipt
of written notice from Owner that the Work is not in conformance with the
Contract Documents, take meaningful steps to commence correction of such
nonconforming Work, including the correction, removal or replacement of the
nonconforming Work and correction or replacement of any Work damaged by such
nonconforming Work. If Design-Builder fails to commence the necessary steps
within such seven (7) Day period or fails to continue to perform such steps
through completion, Owner, in addition to any other remedies provided under the
Contract Documents, may provide Design-Builder with written notice that Owner
will commence or assume correction of such nonconforming Work and repair of such
damaged Work with its own resources. If, following such written notice, Owner
performs such corrective and repair Work, Design-Builder shall be responsible
for all reasonable costs incurred by Owner in performing the correction. If the
nonconforming Work creates an emergency requiring an immediate response, the
seven (7) Day periods identified herein shall be inapplicable and Design-Builder
shall immediately correct, remove or replace the nonconforming Work.

         8.3 Warranty Period Not Limitation to Owner's Rights. The one-year
period referenced in Section 8.2 above applies only to Design-Builder's
obligation to correct nonconforming Work and is not intended to constitute a
period of limitations for any other rights or remedies Owner may have regarding
Design-Builder's other obligations under the Contract Documents.

                                   Article 9
                                 Contract Price

         9.1 Contract Price. As full consideration to Design-Builder for full
and complete performance of the Work and all costs incurred in connection
therewith, Owner shall pay Design-Builder in accordance with the terms of
Article 10, the sum of Fifty-five Million Eight Hundred Eighty One Thousand,
Four Hundred Fifty Four Dollars ($55,881,454.00) ("Contract Price"), subject to
adjustments made in accordance with Article 13. Owner acknowledges that it has
taken no action which would impose a union labor or prevailing wage requirement
on Design-Builder, Owner or the Project. The Parties acknowledge and agree that

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if after the date hereof, an action of Owner, or a change in Applicable Law or a
Governmental Authority acting pursuant to a change in Applicable Law, shall
require Design-Builder to employ union labor or compensate labor at prevailing
wages, the Contract Price shall be adjusted upwards to include any increased
costs associated with such labor or wages.

                                   Article 10
                               Payment Procedures

         10.1 Mobilization Payment. As part of the Contract Price, Owner shall
pay Design-Builder Five Million Dollars ($5,000,000.00) as soon as allowed by
its organizational documents and any other agreements or Laws and at the latest,
the date of the Notice to Proceed, as a mobilization fee. Said $5,000,000.00
mobilization fee payment shall be subject to retainage as provided by Section
10.2.7.

         10.2 Progress Payments.

                  10.2.1 Application for Payment. On or before the twenty-fifth
(25th) Day of each month beginning with the first month following the Notice to
Proceed, Design-Builder shall submit to Owner its request for payment for all
Work performed and not paid for during the previous Pay Period (the "Application
for Payment"). Design-Builder shall submit to Owner, along with each Application
for Payment, signed lien waivers received from Subcontractors and suppliers for
the Work included in the Application for Payment submitted for the immediately
preceding Pay Period and for which payment has been received.

                  10.2.2 The Application for Payment shall constitute
Design-Builder's representation that the Work has been performed consistent with
the Contract Documents and has progressed to the point indicated in the
Application for Payment. Title to the Work shall pass to Owner free and clear of
all claims, liens, encumbrances, and security interests upon Design-Builder's
receipt of payment therefor, or upon the incorporation of the Work into the
Project, whichever occurs earlier

                  10.2.3 Within ten (10) Days after Owner's receipt of each
properly submitted Application for Payment, Owner shall pay Design-Builder all
amounts properly due, but in each case less the total of payments previously
made, and less amounts properly withheld under this Agreement.

                  10.2.4 The Application for Payment may request payment for
equipment and materials not yet incorporated into the Project; provided that (i)
Owner is satisfied that the equipment and materials are suitably stored at
either the Site or another acceptable location, (ii) the equipment and materials
are protected by suitable insurance, and (iii) upon payment, Owner will receive
the equipment and materials free and clear of all liens and encumbrances except
for liens of the Lenders and other liens and encumbrances permitted under the
Financing Documents.

                  10.2.5 Schedule of Values. Attached as Exhibit E is the
"Schedule of Values" for all of the Work. The Schedule of Values (i) subdivides

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the Work into its respective parts, (ii) includes values for all items
comprising the Work, and (iii) serves as the basis for monthly progress payments
made to Design-Builder throughout the Work.

                  10.2.6 Withholding of Payments. On or before the date set
forth in Section 10.2.3, Owner shall pay Design-Builder all amounts properly
due. If Owner determines that Design-Builder is not entitled to all or part of
an Application for Payment, it will notify Design-Builder in writing at least
five (5) Days prior to the date payment is due. The notice shall indicate the
specific amounts Owner intends to withhold, the reasons and contractual basis
for the withholding, and the specific measures Design-Builder must take to
rectify Owner's concerns. Design-Builder and Owner will attempt to resolve
Owner's concerns prior to the date payment is due. If the parties cannot resolve
such concerns, Design-Builder may pursue its rights under the Contract
Documents, including those under Article 19. Notwithstanding anything to the
contrary in the Contract Documents, Owner shall pay Design-Builder all
undisputed amounts in an Application for Payment within the times required by
the Agreement.

                  10.2.7 Retainage on Progress Payments. Owner will retain ten
percent (10%) of each payment up to a maximum of $2,794,073.00 aggregate amount.
Once $2,794,073.00 aggregate amount has been retained, in total, Owner will not
retain any additional amounts from any subsequent payments. Owner will also
reasonably consider reducing retainage for Subcontractors completing their work
early in the Project. Upon Substantial Completion of the entire Work or, if
applicable, any portion of the Work, pursuant to Section 6.5, Owner shall
release to Design-Builder all retained amounts relating, as applicable, to the
entire Work or completed portion of the Work, less an amount equal to 200% of
the reasonable value of all remaining or incomplete items of Work and less an
amount equal to the value of any Subcontractor lien waivers not yet obtained, as
noted in the Certificate of Substantial Completion, provided that such payment
shall only be made if Design-Builder has met the Performance Guarantee Criteria
listed in Exhibit A.

         10.3 Final Payment. Design-Builder shall deliver to Owner a request for
final payment (the "Final Application for Payment") when Final Completion has
been achieved in accordance with Section 6.6. Owner shall make final payment
within thirty (30) Days after Owner's receipt of the Final Application for
Payment ("Final Payment").

         10.4 Failure to Pay Amounts Due.

                  10.4.1 Interest. Payments which are due and unpaid by Owner to
Design-Builder, whether progress payments or Final Payment, shall bear interest
commencing five (5) Days after payment is due at the rate of Ten Percent (10%)
per annum, or the maximum rate allowed by Law, whichever is lower.

                  10.4.2 Right to Suspend Work. If Owner fails to pay
Design-Builder any undisputed amount that becomes due, Design-Builder, in
addition to all other remedies provided in the Contract Documents, may stop Work
pursuant to Section 15.4 hereof. All payments properly due and unpaid shall bear
interest at the rate set forth in Section 10.4.1.

         10.5 Design-Builder's Payment Obligations. Design-Builder will pay
Design Consultants and Subcontractors, in accordance with its contractual
obligations to such parties, all the amounts Design-Builder has received from

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Owner on account of their work. Design-Builder will impose similar requirements
on Design Consultants and Subcontractors to pay those parties with whom they
have contracted. Design-Builder will indemnify and defend Owner against any
claims for payment and mechanic's liens as set forth in Section 14.2 hereof.

         10.6 Record Keeping and Finance Controls. With respect to changes in
the Work performed on a cost basis by Design-Builder pursuant to the Contract
Documents, Design-Builder shall keep full and detailed accounts and exercise
such controls as may be necessary for proper financial management, using
accounting and control systems in accordance with generally accepted accounting
principles and as may be provided in the Contract Documents. During the
performance of the Work and for a period of three (3) years after Final Payment,
Owner and Owner's accountants shall be afforded access from time to time, upon
reasonable notice, to Design-Builder's records, books, correspondence, receipts,
subcontracts, purchase orders, vouchers, memoranda and other data relating to
changes in the Work performed on a cost basis in accordance with the Contract
Documents, all of which Design-Builder shall preserve for a period of three (3)
years after Final Payment.

                                   Article 11
               Hazardous Conditions and Differing Site Conditions

         11.1 Hazardous Conditions.

                  11.1.1 Unless otherwise expressly provided in the Contract
Documents to be part of the Work, Design-Builder is not responsible for any
Hazardous Conditions encountered at the Site. Upon encountering any Hazardous
Conditions, Design-Builder will stop Work immediately in the affected area and
as promptly as practicable notify Owner and, if Design-Builder is specifically
required to do so by Legal Requirements, all government or quasi-government
entities with jurisdiction over the Project or Site. Design-Builder shall not
remove, remediate or handle in any way (except in case of emergency) any
Hazardous Conditions encountered at the Site without prior written approval of
Owner.

                  11.1.2 Upon receiving notice of the presence of suspected
Hazardous Conditions, Owner shall take the necessary measures required to ensure
that the Hazardous Conditions are remediated or rendered harmless. Such
necessary measures shall include Owner retaining Qualified Independent Experts
to (i) ascertain whether Hazardous Conditions have actually been encountered,
and, if they have been encountered, (ii) prescribe the remedial measures that
Owner is required under applicable Legal Requirements to take with respect to
such Hazardous Conditions in order for the Work to proceed. Owner's choice of
such Qualified Independent Experts shall be subject to the prior approval of
Design-Builder, which approval shall not be unreasonably withheld or delayed.

                  11.1.3 Design-Builder shall be obligated to resume Work at the
affected area of the Project only after Owner's Qualified Independent Expert
provides it with written certification that (i) the Hazardous Conditions have
been removed or rendered harmless, and (ii) all necessary approvals have been
obtained from all government entities having jurisdiction over the Project or
Site and a remediation plan has been undertaken permitting the Work to proceed.

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                  11.1.4 Design-Builder will be entitled, in accordance with
this Article 11, to an adjustment in its Contract Price and/or contract time(s)
to the extent Design-Builder's cost and/or time of performance have been
adversely impacted by the presence of Hazardous Conditions, provided that such
Hazardous Materials were not introduced to the Site by Design-Builder,
Subcontractors or anyone for whose acts they may be liable.

                  11.1.5 To the fullest extent permitted by Law, Owner shall
indemnify, defend and hold harmless Design-Builder, Design Consultants,
Subcontractors, anyone employed directly or indirectly for any of them, and
their officers, directors, employees and agents, from and against any and all
claims, losses, damages, liabilities and expenses, including attorneys' fees and
expenses, arising out of or resulting from the presence, removal or remediation
of Hazardous Conditions at the Site.

                  11.1.6 Notwithstanding the preceding provisions of this
Section 11.1, Owner is not responsible for Hazardous Conditions introduced to
the Site by Design-Builder, Subcontractors or anyone for whose acts they may be
liable. Design-Builder shall indemnify, defend and hold harmless Owner and
Owner's officers, directors, employees and agents from and against all claims,
losses, damages, liabilities and expenses, including attorneys' fees and
expenses, arising out of or resulting from those Hazardous Conditions introduced
to the Site by Design-Builder, Subcontractors or anyone for whose acts they may
be liable.

         11.2 Differing Site Conditions; Inspection.

                  11.2.1 Concealed or latent physical conditions or subsurface
conditions at the Site that (i) differ from the conditions indicated in the
Contract Documents, or (ii) are of an unusual nature, differing from the
conditions ordinarily encountered and generally recognized as inherent in the
Work are collectively referred to herein as "Differing Site Conditions." If
Design-Builder encounters a Differing Site Condition, Design-Builder will be
entitled to an adjustment in the Contract Price and/or contract time(s) to the
extent Design-Builder's cost and/or time of performance are materially adversely
impacted by the Differing Site Condition.

                  11.2.2 Upon encountering a Differing Site Condition,
Design-Builder shall provide prompt written notice to Owner of such condition,
which notice shall not be later than fourteen (14) business days after such
condition has been encountered. Design-Builder shall, to the extent reasonably
possible, provide such notice before the Differing Site Condition has been
substantially disturbed or altered.

                                   Article 12
                   Force Majeure; Change in Legal Requirements

         12.1 Force Majeure Event. Shall mean a cause or event beyond the
reasonable control of, and without the fault or negligence of a Party claiming
Force Majeure, including, without limitation, an emergency, floods, earthquakes,
hurricanes, tornadoes, adverse weather conditions not reasonably anticipated or
acts of God; sabotage; vandalism beyond that which could reasonably be prevented
by a Party claiming Force Majeure; terrorism; war; riots; fire; explosion;
blockades; insurrection; strike; slow down or labor disruptions (even if such
difficulties could be resolved by conceding to the demands of a labor group);

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economic hardship or delay in the delivery of materials or equipment that is
beyond the control of a Party claiming Force Majeure, and action or failure to
take action by any Governmental Authority after the Effective Date (including
the adoption or change in any rule or regulation or environmental constraints
lawfully imposed by such Governmental Authority), but only if such requirements,
actions, or failures to act prevent or delay performance; and inability, despite
due diligence, to obtain any licenses, permits, or approvals required by any
Governmental Authority (any such event, a "Force Majeure Event").

         12.2 Effect of Force Majeure Event. Neither party shall be considered
in default in the performance of any of the obligations contained in the
Contract Documents, except for the Owners or the Design-Builder's obligations to
pay money (including but not limited to, Progress Payments and payments of
liquidated damages which become due and payable with respect to the period prior
to the occurrence of the Force Majeure Event), when and to the extent the
failure of performance shall be caused by a Force Majeure Event. If either party
is rendered wholly or partly unable to perform its obligations under the
Contract Documents because of a Force Majeure Event, such party will be excused
from performance affected by the Force Majeure Event to the extent and for the
period of time so affected; provided that:

         (a)      the nonperforming party, within forty-eight (48) hours after
                  the nonperforming party actually becomes aware of the
                  occurrence and impact of the Force Majeure Event, gives the
                  other party written notice describing the event or
                  circumstance in detail, including an estimation of its
                  expected duration and probable impact on the performance of
                  the affected party's obligations hereunder, and continues to
                  furnish timely regular reports with respect thereto during the
                  continuation of and upon the termination of the Force Majeure
                  Event;

         (b)      the suspension of performance is of no greater scope and of no
                  longer duration than is reasonably required by the Force
                  Majeure Event;

         (c)      the obligations of either party that arose before the
                  occurrence causing the suspension of performance and the
                  performance that is not prevented by the occurrence, shall not
                  be excused as a result of such occurrence;

         (d)      the nonperforming party uses its best efforts to remedy its
                  inability to perform and mitigate the effect of such event and
                  resumes its performance at the earliest practical time after
                  cessation of such occurrence or until such time that
                  performance is practicable;

         (e)      when the nonperforming party is able to resume performance of
                  its obligations under the Contract Documents, that party shall
                  give the other party written notice to that effect; and

         (f)      Design-Builder shall be entitled to a Day for Day time
                  extension for those events set forth in Section 12.1 to the

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                  extent the occurrence of such event delayed Design-Builder's
                  performance of its obligations under this Agreement.

         12.3 Change in Legal Requirements. The Contract Price and/or the
contract time(s) shall be adjusted to compensate Design-Builder for the effects
of any changes to the Legal Requirements that occur after the date of this
Agreement and as a result of such change, the performance of the Work is
adversely affected. Such effects may include, without limitation, revisions
Design-Builder is required to make to the Construction Documents because of
changes in Legal Requirements.

         12.4 Effect of Construction Cost Index Increase on Contract Price. If
between the Effective Date and the date on which a Notice to Proceed is given to
Design-Builder the Construction Cost Index published by Engineering News-Record
Magazine ("CCI") increases greater than Five Percent (5%) over the Baseline
Index established in Section 12.4.1, Design-Builder shall notify Owner in
writing that it is adjusting the Contract Price.

                  12.4.1 The Baseline Index "Baseline Index" for this Agreement
shall be 7646.87.

                  12.4.2 In the event that the CCI as of the date on which the
Notice to Proceed is given increases greater than Five Percent (5%) over the
Baseline Index, the Contract Price shall be adjusted to reflect such increase
over Five Percent (5%), but only with respect to those Applications for Payment
submitted after the date on which written notice of the adjustment in Contract
Price is given.

                  12.4.3 Payment for any adjustment in the Contract Price as a
result of this Section 12.4 shall be made in accordance with the terms of this
Agreement.

                                   Article 13
          Changes to the Contract Price and Scheduled Completion Dates

         13.1 Change Orders.

                  13.1.1 A change order ("Change Order") is a written instrument
issued after execution of this Agreement signed by Owner and Design-Builder,
stating their agreement upon all of the following:

         (a)      the scope of the change in the Work;

         (b)      the amount of the adjustment to the Contract Price; and

         (c)      the extent of the adjustment to the contract time(s).

                  13.1.2 All changes in the Work authorized by an applicable
Change Order shall be performed under the applicable conditions of the Contract
Documents. Owner and Design-Builder shall negotiate in good faith and as
expeditiously as possible the appropriate adjustments for such changes. Prior to

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incurring any costs with respect to estimating services, design services and any
other services involved in the preparation of the proposed revisions to the
Contract Documents, Design-Builder must obtain the written approval of Owner for
such costs.

                  13.1.3 If Owner requests a proposal for a change in the Work
from Design-Builder and subsequently elects not to proceed with the change, a
Change Order shall be issued to reimburse Design-Builder for reasonable costs
incurred for estimating services, design services and any other services
involved in the preparation of proposed revisions to the Contract Documents;
provided that such costs were previously approved by Owner pursuant to Section
13.1.2.

         13.2 Contract Price Adjustments.

                  13.2.1 The increase or decrease in Contract Price resulting
from a change in the Work shall be a mutually accepted lump sum, properly
itemized and supported by sufficient substantiating data to permit evaluation by
Owner.

                  13.2.2 If Owner and Design-Builder disagree upon whether
Design-Builder is entitled to be paid for any services required by Owner, or if
there are any other disagreements over the scope of Work or proposed changes to
the Work, Owner and Design-Builder shall resolve the disagreement pursuant to
Article 19 hereof. As part of the negotiation process, Design-Builder shall
furnish Owner with a good faith estimate of the costs to perform the disputed
services in accordance with Owner's interpretations. If the parties are unable
to agree and Owner expects Design-Builder to perform the services in accordance
with Owner's interpretations, Design-Builder shall proceed to perform the
disputed services, conditioned upon Owner issuing a written order to
Design-Builder (i) directing Design-Builder to proceed, and (ii) specifying
Owner's interpretation of the services that are to be performed. If this occurs,
Design-Builder shall be entitled to submit in its Applications for Payment an
amount equal to fifty percent (50%) of its reasonable estimated direct cost to
perform the services, and Owner agrees to pay such amounts, with the express
understanding that (x) such payment by Owner does not prejudice Owner's right to
argue that it has no responsibility to pay for such services, and (y) receipt of
such payment by Design-Builder does not prejudice Design-Builder's right to seek
full payment of the disputed services if Owner's order is deemed to be a change
to the Work.

         13.3 Emergencies. In any emergency affecting the safety of persons
and/or property, Design-Builder shall act, at its discretion, to prevent
threatened damage, injury or loss and shall notify the Owner as soon as
practicable and in any event within forty-eight (48) hours after Design-Builder
becomes aware of the emergency. The notice to Owner shall describe the emergency
in detail, including a reasonable estimation of its expected duration and
impact, if any, on the performance of Design-Builder's obligations hereunder.
Any change in the Contract Price and/or the contract time(s) on account of
emergency work shall be determined as provided in this Article 13.

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         13.4 Requests for Contract Adjustments and Relief. If either
Design-Builder or Owner believes that it is entitled to relief against the other
for any event arising out of or related to the Work or Project, such party shall
provide written notice to the other party of the basis for its claim for relief.
Such notice shall, if possible, be made prior to incurring any cost or expense
and in accordance with the notice requirements contained in Section 21.7. In the
absence of any specific notice requirement, written notice shall be given within
a reasonable time, not to exceed twenty-one (21) Days, after the occurrence
giving rise to the claim for relief or after the claiming party reasonably
should have recognized the event or condition giving rise to the request,
whichever is later. Such notice shall include sufficient information to advise
the other party of the circumstances giving rise to the claim for relief, the
specific contractual adjustment or relief requested and the basis of such
request.

                                   Article 14
                                    Indemnity

         14.1 Tax Claim Indemnification. If, in accordance with Owner's
direction, an exemption for all or part of the Work is claimed for taxes, Owner
shall indemnify, defend and hold harmless Design-Builder from and against any
liability, penalty, interest, fine, tax assessment, attorneys' fees or other
expenses or costs incurred by Design-Builder as a result of any action taken by
Design-Builder in accordance with Owner's directive.

         14.2 Payment Claim Indemnification. To the extent Design-Builder has
received payment for the Work, Design-Builder shall indemnify, defend and hold
harmless Owner Indemnified Parties from any claims or mechanic's liens brought
against Owner Indemnified Parties or against the Project as a result of the
failure of Design-Builder, or those for whose acts it is responsible, to pay for
any services, materials, labor, equipment, taxes or other items or obligations
furnished or incurred for or in connection with the Work. Within three (3)
business days of receiving written notice from Owner that such a claim or
mechanic's lien has been filed, Design-Builder shall commence to take the steps
necessary to discharge such claim or lien, including, if necessary, the
furnishing of a mechanic's lien bond. If Design-Builder fails to do so, Owner
will have the right to discharge the claim or lien and hold Design-Builder
liable for costs and expenses incurred, including attorneys' fees.

         14.3 Design-Builder's General Indemnification.

                  14.3.1 Design-Builder, to the fullest extent permitted by Law,
shall indemnify, hold harmless and defend Owner, Lenders, Lenders' Agent, and
their successors, assigns, officers, directors, employees and agents ("Owner
Indemnified Parties") from and against any and all losses, costs, damages,
injuries, liabilities, claims, demands, penalties, interest and causes of
action, including without limitation attorney's fees (collectively, the
"Damages") for bodily injury, sickness or death, and property damage or
destruction (other than to the Work itself) to the extent resulting from the
negligent or intentionally wrongful acts or from omissions of Design-Builder,
Design Consultants, Subcontractors, anyone employed directly or indirectly by
any of them or anyone for whose acts any of them may be liable.

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                  14.3.2 If an employee of Design-Builder, Design Consultants,
Subcontractors, anyone employed directly or indirectly by any of them or anyone
for whose acts any of them may be liable has a claim against Owner Indemnified
Parties, Design-Builder's indemnity obligation set forth in Section 14.3.1 above
shall not be limited by any limitation on the amount of damages, compensation or
benefits payable by or for Design-Builder, Design Consultants, Subcontractors,
or other entity under any employee benefit acts, including workers' compensation
or disability acts.

                  14.3.3 Without limiting the generality of Section 14.3.1
hereof, Design-Builder shall fully indemnify, save harmless and defend the Owner
Indemnified Parties from and against any and all Damages in favor of any
governmental authority or other third party to the extent caused by (a) failure
of Design-Builder or any Subcontractor to comply with Legal Requirements as
required by this Agreement, or (b) failure of Design-Builder or any
Subcontractor to properly administer and pay any taxes or fees required to be
paid by Design-Builder under this Agreement.

                  14.3.4 Nothing in the Design-Builder's General Indemnification
contained in this Section 14.3 shall be read to limit in any way any entitlement
Design-Builder shall have to insurance coverage under any insurance policy,
including any insurance policy required by either Party under this Agreement.

         14.4 Owner's General Indemnification. Owner, to the fullest extent
permitted by Law, shall indemnify, hold harmless and defend Design-Builder and
any of Design-Builder's officers, directors, employees, or agents from and
against claims, losses, damages, liabilities, including attorneys' fees and
expenses, for bodily injury, sickness or death, and property damage or
destruction (other than to the Work itself) to the extent resulting from the
negligent acts or omissions of Owner, its officers, directors, employees,
agents, or anyone for whose acts any of them may be liable.

                  14.4.1 Without limiting the generality of Section 14.4 hereof,
Owner shall fully indemnify, save harmless and defend the Design-Builder and any
of Design-Builder's officers, directors, employees, or agents from and against
any and all Damages in favor of any governmental authority or other third party
to the extent caused by (a) failure of Owner or any of Owner's agents to comply
with Legal Requirements as required by this Agreement, or (b) failure of Owner
or Owner's agents to properly administer and pay any taxes or fees required to
be paid by Owner under this Agreement.

                  14.4.2 Nothing in the Owner's General Indemnification
contained in this Section 14.4 shall be read to limit in any way any entitlement
Design-Builder shall have to insurance coverage under any insurance policy,
including any insurance policy required by either Party under this Agreement.

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                                   Article 15
                        Stop Work; Termination for Cause

         15.1 Owner's Right to Stop Work. Owner may, without cause and for its
convenience, order Design-Builder in writing to stop and suspend the Work. Such
suspension shall not exceed sixty (60) consecutive Days or aggregate more than
ninety (90) Days during the duration of the Project. Design-Builder is entitled
to seek an adjustment of the Contract Price and/or the contract time(s) if its
cost or time to perform the Work has been adversely impacted by any suspension
or stoppage of work by Owner.

         15.2 Owner's Right to Perform and Terminate for Cause.

                  15.2.1 If (i) Design-Builder persistently fails to provide a
sufficient number of skilled workers; (ii) Design-Builder persistently fails to
supply the materials required by the Contract Documents; (iii) Design-Builder
persistently fails to comply with applicable Legal Requirements; (iv)
Design-Builder persistently fails to timely pay, without cause, Design
Consultants or Subcontractors; (v) Design-Builder fails to perform the Work with
promptness and diligence to ensure that the Work is completed by the contract
time(s), as such times may be adjusted in accordance with this Agreement; (vi)
Design-Builder fails to perform material obligations under the Contract
Documents; (vii) Design-Builder persistently fails to maintain insurance in
accordance with the provisions of Article 17 hereof; (viii) a default occurs
under the Performance Bond or the Payment Bond, or the Performance Bond or
Payment Bond is revoked or terminated, or the surety under the Performance Bond
or Payment Bond institutes or has instituted against it a case under the United
States Bankruptcy Code, (ix) Design-Builder purports to make an assignment of
this Agreement in breach of the provisions of Section 20.1 hereof, or (xi) any
representation or warranty made by Design-Builder under Section 18.1 hereof was
false or materially misleading when made, then Owner, in addition to any other
rights and remedies provided in the Contract Documents or by law or equity,
shall have the rights set forth in Sections 15.2.2 and 15.2.3 below.

                  15.2.2 Upon the occurrence of an event set forth in Section
15.2.1 above, Owner may provide written notice to Design-Builder that it intends
to terminate the Agreement unless the problem cited is cured, or commenced to be
cured within seven (7) Days of Design-Builder's receipt of such notice. If
Design-Builder fails to cure, or reasonably commence to cure such problem and
thereafter diligently pursue such cure to completion, then Owner may give a
second written notice to Design-Builder of its intent to terminate following an
additional seven (7) Day period. If Design-Builder, within such second seven (7)
Day period, fails to cure, or reasonably commence to cure such problem and
thereafter diligently pursue such cure to completion, then Owner may declare the
Agreement terminated for default by providing written notice to Design-Builder
of such declaration.

                  15.2.3 Upon declaring the Agreement terminated pursuant to
Section 15.2.2 above, Owner may enter upon the premises and take possession, for
the purpose of completing the Work, of all materials, equipment, scaffolds,
tools, appliances and other items thereon, which have been purchased for the
performance of the Work, all of which Design-Builder hereby transfers, assigns
and sets over to Owner for such purpose, and to employ any person or persons to
complete the Work and provide all of the required labor, services, materials,

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equipment and other items. In the event of such termination, Design-Builder
shall not be entitled to receive any further payments under the Contract
Documents until the Work shall be finally completed in accordance with the
Contract Documents. At such time, if the unpaid balance of the Contract Price
exceeds the cost and expense incurred by Owner in completing the Work,
Design-Builder will be paid promptly by Owner for Work performed prior to its
default. If Owner's cost and expense of completing the Work exceeds the unpaid
balance of the Contract Price, then Design-Builder shall be obligated to
promptly pay the difference to Owner. Such costs and expense shall include not
only the cost of completing the Work, but also losses, damages, costs and
expenses, including attorneys' fees and expenses, incurred by Owner in
connection with the re-procurement and defense of claims arising from
Design-Builder's default, subject to the waiver of consequential damages set
forth in Section 19.4 hereof.

                  15.2.4 If Owner improperly terminates the Agreement for cause,
the termination for cause will be converted to a termination for convenience in
accordance with the provisions of Section 15.3.

         15.3 Owner's Right to Terminate for Convenience.

                  15.3.1 Upon ten (10) Days' written notice to Design-Builder,
Owner may, for its convenience and without cause, elect to terminate this
Agreement. In such event, Owner shall pay Design-Builder for the following:

         (a)      to the extent not already paid, all Work executed, and for
                  proven loss, cost or expense in connection with the Work;

         (b)      the reasonable costs and expenses attributable to such
                  termination, including demobilization costs;

         (c)      amounts due in settlement of terminated contracts with
                  Subcontractors and Design Consultants;

         (d)      overhead and profit margin in the amount of fifteen percent
                  (15%) on the sum of items (a) and (b) above; and

         (e)      all retainage withheld by Owner on account of Work that has
                  been completed in accordance with the Contract Documents.

                  15.3.2 If Owner terminates this Agreement pursuant to this
Section 15.3 and proceeds to design and construct the Project through its
employees, agents or third parties, Owner's rights to use the Work Product shall
be as set forth in Section 5.3.

         15.4 Design-Builder's Right to Stop Work.

                  15.4.1 Design-Builder may, in addition to any other rights
afforded under the Contract Documents or at Law, stop work for Owner's failure
to pay amounts properly due under Design-Builder's Application for Payment.

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                  15.4.2 If any of the events set forth in Section 15.4.1 above
occur, Design-Builder has the right to stop work by providing written notice to
Owner that Design-Builder will stop work unless such event is cured within seven
(7) Days from Owner's receipt of Design-Builder's notice. If Owner fails to cure
or reasonably commence to cure such problem and thereafter diligently pursue
such cure to completion, then Design-Builder may give a second written notice to
Owner of its intent to stop work within an additional seven (7) Day period. If
Owner, within such second seven (7) Day period, fails to cure, or reasonably
commence to cure such problem and thereafter diligently pursue such cure to
completion, then Design-Builder may stop work. In such case, Design-Builder
shall be entitled to make a claim for adjustment to the Contract Price and
contract time(s) to the extent it has been adversely impacted by such stoppage.

         15.5 Design-Builder's Right to Terminate for Cause.

                  15.5.1 Design-Builder, in addition to any other rights and
remedies provided in the Contract Documents or by Law, may terminate the
Agreement for cause for the following reasons:

         (a)      The Work has been stopped for sixty (60) consecutive Days, or
                  more than ninety (90) Days during the duration of the Project,
                  because of court order, any government authority having
                  jurisdiction over the Work, or orders by Owner under Section
                  15.1 hereof, provided that such stoppages are not due to the
                  acts or omissions of Design-Builder, Design Consultant and
                  their respective officers, agents, employees, Subcontractors
                  or any other person for whose acts the Design-Builder may be
                  liable under Law.
                 
         (b)      Owner's failure to provide Design-Builder with any
                  information, permits or approvals that are Owner's
                  responsibility under the Contract Documents which result in
                  the Work being stopped for sixty (60) consecutive Days, or
                  more than ninety (90) Days during the duration of the Project,
                  even though Owner has not ordered Design-Builder in writing to
                  stop and suspend the Work pursuant to Section 15.1 hereof.
               
         (c)      Owner fails to meet its obligations under Exhibit C and such
                  failure results in the Work being stopped for sixty (60)
                  consecutive Days, or more than ninety (90) Days during the
                  duration of the Project even though Owner has not ordered
                  Design-Builder in writing to stop and suspend the Work
                  pursuant to Section 15.1 hereof.
                 
         (d)      Owner's failure to cure the problems set forth in Section
                  15.4.1 above within seven (7) Days after Design-Builder has
                  stopped the Work.

                  15.5.2 Upon the occurrence of an event set forth in Section
15.5.1 above, Design-Builder may elect to terminate this Agreement by providing
written notice to Owner that it intends to terminate the Agreement unless the
problem cited is cured within seven (7) Days of Owner's receipt of such notice.
If Owner fails to cure, or reasonably commence to cure, such problem, then
Design-Builder may give a second written notice to Owner of its intent to
terminate within an additional seven (7) Day period. If Owner, within such
second seven (7) Day period, fails to cure such problem, then Design-Builder may
declare the Agreement terminated for default by providing written notice to

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Owner of such declaration. In such case, Design-Builder shall be entitled to
recover in the same manner as if Owner had terminated the Agreement for its
convenience under Section 15.3.

         15.6 Bankruptcy of Owner or Design-Builder.

                  15.6.1 If either Owner or Design-Builder institutes or has
instituted against it a case under the United States Bankruptcy Code (such party
being referred to as the "Bankrupt Party"), such event may impair or frustrate
the Bankrupt Party's ability to perform its obligations under the Contract
Documents. Accordingly, should such event occur:

         (a)      The Bankrupt Party, its trustee or other successor, shall
                  furnish, upon request of the non-Bankrupt Party, adequate
                  assurance of the ability of the Bankrupt Party to perform all
                  future obligations under the Contract Documents, which
                  assurances shall be provided within ten (10) Days after
                  receiving notice of the request; and

         (b)      The Bankrupt Party shall file an appropriate action within the
                  bankruptcy court to seek assumption or rejection of the
                  Agreement within sixty (60) Days of the institution of the
                  bankruptcy filing and shall diligently prosecute such action.

                  15.6.2 If the Bankrupt Party fails to comply with its
foregoing obligations, the non-Bankrupt Party shall be entitled to request the
bankruptcy court to reject the Agreement, declare the Agreement terminated and
pursue any other recourse available to the non-Bankrupt Party under this Article
15.

                  15.6.3 The rights and remedies under this Section 15.6 shall
not be deemed to limit the ability of the non-Bankrupt Party to seek any other
rights and remedies provided by the Contract Documents or by Law, including its
ability to seek relief from any automatic stays under the United States
Bankruptcy Code or the right of Design-Builder to stop Work under any applicable
provision of this Agreement.

         15.7 Lenders' Right to Cure. At any time after the occurrence of any
event set forth in Section 15.4.1 or Section 15.5.1, the Lenders shall have the
right, but not the obligation, to cure such default on behalf of Owner.

                                   Article 16
                         Representatives of the Parties

         16.1 Designation of Owner's Representatives. Owner designates the
individual listed below as its senior representative ("Owner's Senior
Representative"), which individual has the authority and responsibility for
avoiding and resolving disputes under Article 19:

Barry Ellsworth
President
9635 Irvine Bay Ct.
Las Vegas, NV 89147

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Telephone:  712.246.2932
Facsimile:  712.246.2610
email: b.ellsworth@gpreethanol.com

Owner designates the individual listed below as its representative ("Owner's
Representative"), which individual has the authority and responsibility set
forth in Section 4.4:

Barry Ellsworth
President
9635 Irvine Bay Ct.
Las Vegas, NV 89147
Telephone:  712.246.2932
Facsimile:  712.246.2910
email: b.ellsworth@gpreethanol.com

16.2 Designation of Design-Builder's Representatives. Design-Builder designates
the individual listed below as its senior representative ("Design-Builder's
Senior Representative"), which individual has the authority and responsibility
for avoiding and resolving disputes under Article 19:

Roland "Ron" Fagen
CEO and President
501 W. Highway 212
P.O. Box 159
Granite Falls, MN 56241
Telephone:  (320) 564-3324
Facsimile:  (320) 564-3278
email: dwilson@fageninc.com

Design-Builder designates the individual listed below as its representative
("Design-Builder's Representative"), which individual has the authority and
responsibility set forth in Section 3.1:

Aaron Fagen
Chief Operating Officer
501 W. Highway 212
P.O. Box 159 
Granite Falls, MN 56241 
Telephone: (320) 564-3324
Facsimile:
email:    

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                                   Article 17
                                    Insurance

         17.1 Insurance. Design-Builder shall procure and maintain in force
through the Final Completion Date the following insurance coverages with the
policy limits indicated, and otherwise in compliance with the provisions of this
Agreement:

         Commercial General Liability:

                  General Aggregate
                  Products-Comp/Op AGG               $  2,000,000
                  Personal & Adv Injury              $  1,000,000
                  Each Occurrence                    $  1,000,000
                  Fire Damage (Any one fire)         $     50,000
                  Med Exp (Any one person)           $      5,000

         Automobile Liability:

                  Combined Single Limit
                  Each Occurrence                    $  1,000,000

         Excess Liability - Umbrella Form:

                  Each Occurrence                    $ 20,000,000
                  Aggregate                          $ 20,000,000

         Workers' Compensation

                  Statutory limits as required by the state in which the Work is
performed.

         Employers' Liability:

                  Each Accident                      $  1,000,000
                  Disease-Policy Limit               $  1,000,000
                  Disease-Each Employee              $  1,000,000

         Professional Errors and Omissions

                  Per Claim                          $  5,000,000
                  Annual                             $  5,000,000

         17.2 Design-Builder's Insurance Requirements.

                  17.2.1 Design-Builder is responsible for procuring and
maintaining from insurance companies authorized to do business in the state in
which the Project is located, and with the minimum rating set forth below, the

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following insurance coverages for certain claims which may arise from or out of
the performance of the Work and obligations under the Contract Documents:

         (a)      coverage for claims arising under workers' compensation,
                  disability and other similar employee benefit Laws applicable
                  to the Work;

         (b)      coverage for claims by Design-Builder's employees for bodily
                  injury, sickness, disease, or death;

         (c)      coverage for claims by any person other than Design-Builder's
                  employees for bodily injury, sickness, disease, or death;

         (d)      coverage for usual personal injury liability claims for
                  damages sustained by a person as a direct or indirect result
                  of Design-Builder's employment of the person, or sustained by
                  any other person;

         (e)      coverage for claims for damages (other than to the Work)
                  because of injury to or destruction of tangible property,
                  including loss of use;

         (f)      coverage for claims of damages because of personal injury or
                  death, or property damage resulting from ownership, use and
                  maintenance of any motor vehicle; and

         (g)      coverage for contractual liability claims arising out of
                  Design-Builder's obligations under Section 14.2.

                  17.2.2 Design-Builder's liability insurance required by this
Section 17.2 shall be written for the coverage amounts set forth in Section 17.1
and shall include completed operations insurance for the period of time set
forth in the Agreement. Such coverage shall be maintained with insurance
companies authorized to do business in the State of Iowa with Best Insurance
Reports rating of "A-" or better and financial size category of "IX" or higher.

                  17.2.3 Design-Builder's liability insurance set forth in
Sections 17.2.1 (a) through (g) above shall specifically delete any design-build
or similar exclusions that could compromise coverages because of the
design-build delivery of the Project.

                  17.2.4 To the extent Owner requires Design-Builder or any
Design Consultant to provide professional liability insurance for claims arising
from the negligent performance of design services by Design-Builder or the
Design Consultant, the coverage limits, duration and other specifics of such
insurance shall be as set forth in the Agreement. Any professional liability
shall specifically delete any design-build or similar exclusions that could
compromise coverages because of the design-build delivery of the Project. Such
policies shall be provided prior to the commencement of any design services
hereunder.

                  17.2.5 Prior to commencing any construction services
hereunder, Design-Builder shall provide Owner with certificates evidencing that
(i) all insurance obligations required by the Contract Documents are in full
force and in effect and will remain in effect for the duration required by the

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Contract Documents; and (ii) no insurance coverage required hereunder will be
canceled, renewal refused, or changed unless at least thirty (30) Days prior
written notice is given to Owner. The insurance obtained by Design-Builder shall
include Owner as an additional insured.

         17.3 Owner's Liability Insurance. Owner shall procure and maintain from
insurance companies authorized to do business in the state in which the Project
is located such liability insurance to protect Owner from claims which may arise
from the performance of Owner's obligations under the Contract Documents or
Owner's conduct during the course of the Project. The general and professional
liability insurance obtained by Owner shall name Design-Builder, Design
Consultants, Subcontractors, the Lenders and Lenders' Agent as additional
insureds, without application of deductible, retention or retrospective premiums
as to the additional insureds.

         17.4 Owner's Property Insurance.

                  17.4.1 Unless otherwise provided in the Contract Documents,
Owner shall procure from insurance companies authorized to do business in the
state in which the Project is located, and maintain through Final Completion,
property insurance upon the entire Project in a minimum amount equal to the full
insurable value of the Project, including professional fees, overtime premiums
and all other expenses incurred to replace or repair the insured property. The
property insurance obtained by Owner shall include as additional insureds the
interests of Owner, Design-Builder, Design Consultants, Subcontractors, the
Lenders and Lenders' Agent and shall insure against the perils of fire and
extended coverage, theft, vandalism, malicious mischief, collapse, flood,
earthquake, debris removal and other perils or causes of loss as called for in
the Contract Documents and without application of any deductible, retention or
retrospective premium. Owner shall maintain coverage equal to or in excess of
the value of each of Design-Builder's, Design Consultants', and Subcontractors'
property on the Site. The property insurance shall include physical loss or
damage to the Work, including materials and equipment in transit, at the Site or
at another location as may be indicated in Design-Builder's Application for
Payment and approved by Owner.

                  17.4.2 Unless the Contract Documents provide otherwise, Owner
shall procure and maintain boiler and machinery insurance that will include as
additional insureds the Owner, Design-Builder, Design Consultants, and
Subcontractors, in an amount not less than the Contract Price and without
application of any deductible, retention or retrospective premium as to the
additional insureds. Owner shall maintain coverage equal to or in excess of the
value of each of Design-Builder's, Design Consultants', and Subcontractors'
interest or investment in boiler or machinery equipment on the Site.

                  17.4.3 Prior to Design-Builder commencing any Work, Owner
shall obtain a builder's risk insurance policy naming Owner as the insured, with
Design-Builder, Design Consultants and Subcontractors as additional insureds, in
an amount not less than the Contract Price and without application of
deductible, retention or retrospective premium as to the additional insureds.

                  17.4.4 Owner shall also obtain, prior to Design-Builder
commencing any Work, terrorism coverage as described by the Terrorism Risk

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Insurance Act of 2002, Pub. L. No. 107-297, 116 Stat. 2322 (2002) or any
successor act or renewing act for the period during which the Terrorism Risk
Insurance Act or any successor act or renewing act is in effect.

                  17.4.5 Prior to Design-Builder commencing any Work, Owner
shall provide Design-Builder with copies of the insurance certificates
reflecting coverages required under this Section 17.4 evidencing that (i) all
Owner's insurance obligations required by the Contract Documents are in full
force and in effect and will remain in effect until Design-Builder has completed
all of the Work and has received Final Payment from Owner, and (ii) no insurance
coverage will be canceled, renewal refused, or changed unless at least thirty
(30) Days prior written notice is given to Design-Builder. Owner's property
insurance shall not lapse or be cancelled if Owner occupies a portion of the
Work pursuant to Section 6.5.3. Promptly after Owner's receipt thereof, Owner
shall be required to provide Design-Builder, for Design-Builder's possession,
copies of all insurance policies to which Design-Builder, Design Consultant, and
Subcontractors are named as additional insureds. In the event Owner replaces
insurance providers for any policy required under this Section, revises policy
coverages, or otherwise modifies any applicable insurance policy in any way,
Owner shall provide Design-Builder, for its review or possession as provided
under this subsection 17.4.5, the certificate of insruance and a copy of such
new, revised or modified policy.

                  17.4.6 Any loss covered under Owner's property insurance shall
be adjusted with Owner and Design-Builder and made payable to both of them as
trustees for the insureds as their interests may appear, subject to any
applicable mortgage clause. All insurance proceeds received as a result of any
loss will be placed in a separate account and distributed in accordance with
such agreement as the interested parties may reach. Any disagreement concerning
the distribution of any proceeds will be resolved in accordance with Article 19
hereof.

                  17.4.7 Owner and Design-Builder waive against each other and
Owner's separate contracts, Design Consultants, Subcontractors, agents and
employees of each and all of them all damages covered by property insurance
provided herein, except such rights as they may have to the proceeds of such
insurance. Design-Builder and Owner shall, where appropriate, require similar
waivers of subrogation from Owner's separate contractors, Design Consultants
Subcontractors, and insurance providers and shall require each of them to
include similar waivers in their contracts or policies.

         17.5 Coordination with Loan Documents. Notwithstanding anything herein
to the contrary, all provisions relating to insurance and insurance proceeds
shall be conformed to the requirements of the Lenders in connection with any
financing.

                                   Article 18
                         Representations and Warranties

         18.1 Design-Builder and Owner Representations and Warranties. Each of
Design-Builder and Owner represents that:

         (i)      it is duly organized, validly existing and in good standing
                  under the Laws of its formation and has all requisite power

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                  and authority to execute and deliver this Agreement, to
                  perform its obligations hereunder and to consummate the
                  transactions contemplated hereby;

         (ii)     this Agreement has been duly executed and delivered by such
                  party and constitutes the legal, valid and binding obligations
                  of such party, enforceable against such party in accordance
                  with their respective terms, except as enforcement may be
                  limited by bankruptcy, insolvency, moratorium or similar Laws
                  affecting creditor's rights or by general equitable
                  principles;

         (iii)    the execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated hereby do
                  not and will not conflict with or violate (a) the certificate
                  of incorporation or bylaws or equivalent organizational
                  documents of such party, or (b) any Law applicable to such
                  party and other than the permits listed on Exhibit G, such
                  execution, delivery and performance of this Agreement does not
                  require any governmental approval; and

         (iv)     there is no action pending or, to the knowledge of such party,
                  threatened, which would hinder, modify, delay or otherwise
                  adversely affect such party's ability to perform its
                  obligations under the Contract Documents.

         18.2 Design-Builder Representations and Warranties. Design-Builder
further represents that it has the necessary financial resources to fulfill its
obligations under this Agreement.

                                   Article 19
                               Dispute Resolution

         19.1 Dispute Avoidance and Mediation. The parties are fully committed
to working with each other throughout the Project and agree to communicate
regularly with each other at all times so as to avoid or minimize disputes or
disagreements. If disputes or disagreements do arise, Design-Builder and Owner
each commit to resolving such disputes or disagreements in an amicable,
professional and expeditious manner so as to avoid unnecessary losses, delays
and disruptions to the Work.

Design-Builder and Owner will first attempt to resolve disputes or disagreements
at the field level through discussions between Design-Builder's Representative
and Owner's Representative.

If a dispute or disagreement cannot be resolved through Design-Builder's
Representative and Owner's Representative, Design-Builder's Senior
Representative and Owner's Senior Representative, upon the request of either
party, shall meet as soon as conveniently possible, but in no case later than
thirty (30) Days after such a request is made, to attempt to resolve such
dispute or disagreement. Prior to any meetings between the Senior
Representatives, the parties will exchange relevant information that will assist
the parties in resolving their dispute or disagreement.

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If, after meeting, the Senior Representatives determine that the dispute or
disagreement cannot be resolved on terms satisfactory to both parties, the
parties shall submit the dispute or disagreement to non-binding mediation. The
mediation shall be conducted in Minneapolis, Minnesota by a mutually agreeable
impartial mediator, or if the parties cannot so agree, a mediator designated by
the American Arbitration Association ("AAA") pursuant to its Construction
Industry Arbitration Rules and Mediation Procedures. The mediation will be
governed by and conducted pursuant to a mediation agreement negotiated by the
parties or, if the parties cannot so agree, by procedures established by the
mediator.

         19.2 Arbitration. Any claims, disputes or controversies between the
parties arising out of or relating to the Agreement, or the breach thereof,
which have not been resolved in accordance with the procedures set forth in
Section 19.1 above shall be decided by arbitration to be conducted in
Minneapolis, Minnesota in accordance with the Construction Industry Arbitration
Rules and Mediation Procedures of the AAA then in effect, unless the parties
mutually agree otherwise.

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

Design-Builder and Owner expressly agree that any arbitration pursuant to this
Section 19.2 may be joined or consolidated with any arbitration involving any
other person or entity (i) necessary to resolve the claim, dispute or
controversy, or (ii) substantially involved in or affected by such claim,
dispute or controversy. Both Design-Builder and Owner will include appropriate
provisions in all contracts they execute with other parties in connection with
the Project to require such joinder or consolidation.

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

         19.3 Duty to Continue Performance. Unless provided to the contrary in
the Contract Documents, Design-Builder shall continue to perform the Work and
Owner shall continue to satisfy its payment obligations to Design-Builder,
pending the final resolution of any dispute or disagreement between
Design-Builder and Owner.

         19.4 Consequential Damages.

                  19.4.1 Notwithstanding anything herein to the contrary (except
as set forth in Section 19.4.2 below), neither Design-Builder nor Owner shall be
liable to the other for any consequential losses or damages, whether arising in
contract, warranty, tort (including negligence), strict liability or otherwise,
including but not limited to, losses of use, profits, business, reputation or
financing, except that Design-Builder does not waive any such damages resulting
from or arising out of any breach of Owner's duties and obligations under the
limited license granted by Design-Builder to Owner pursuant to Article 5.

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<PAGE>

                  19.4.2 The consequential damages limitation set forth in
Section 19.4.1 above is not intended to affect the payment of liquidated
damages, if any, set forth in Section 7.3 of the Agreement, which both parties
recognize has been established, in part, to reimburse Owner for some damages
that might otherwise be deemed to be consequential.

                                   Article 20
                      Confidentiality of Shared Information

         20.1 Non-Disclosure Obligation. Except as required by court order,
subpoena, or Applicable Law, neither party shall disclose to third parties any
confidential or proprietary information regarding the other party's business
affairs, finances, technology, processes, plans or installations, product
information, know-how, or other information that is received from the other
party pursuant to this Agreement or the parties' relationship prior thereto or
is developed pursuant to this Agreement, without the express written consent of
the other party, which consent shall not be unreasonably withheld. The parties
shall at all times use their respective reasonable efforts to keep all
information regarding the terms and conditions of this Agreement confidential
and shall disclose such information to third persons only as reasonably required
for the permitting of the Project; financing the development, construction,
ownership, operation and maintenance of the Plant; or as reasonably required by
either party for performing its obligations hereunder and if prior to such
disclosure, the disclosing party informs such third persons of the existence of
this confidentiality obligation and only if such third persons agree to maintain
the confidentiality of any information received. This Article 20 shall not apply
to information that was already in the possession of one party prior to receipt
from the other, that is now or hereafter becomes a part of the public domain
through no fault of the party wishing to disclose, or that corresponds in
substance to information heretofore or hereafter furnished by third parties
without restriction on disclosure.

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

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

                                   Article 21
                                  Miscellaneous

         21.1 Assignment This Agreement shall be binding upon, shall inure to
the benefit of, and may be performed by, the successors and permitted assigns of
the parties, except that neither Design-Builder nor Owner shall, without the
written consent of the other, assign or transfer this Agreement or any of the
Contract Documents. Design-Builder's subcontracting portions of the Work in
accordance with this Agreement shall not be deemed to be an assignment of this

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                                       45

<PAGE>

Agreement. Owner may assign all of its rights and obligations under the Contract
Documents to its Lenders or Lenders' Agent as collateral security in connection
with Owner obtaining or arranging any financing for the Project; provided,
however, Owner shall deliver, at least ten (10) Days prior to any such
assignment, to Design-Builder (i) written notice of such assignment and (ii) a
copy of the instrument of assignment. The Lenders or Lenders' Agent may assign
the Contract Documents or their rights under the Contract Documents, including
without limitation in connection with any foreclosure or other enforcement of
their security interest. Design-Builder shall execute, if requested, a consent
to assignment for the benefit of the Lenders and/or the Lenders' Agent, provided
that with respect to any such assignments such assignee demonstrates to
Design-Builder's satisfaction that it has the capability to fulfill Owner's
obligations under this Agreement.

         21.2 Successors. Design-Builder and Owner intend that the provisions of
the Contract Documents are binding upon the parties, their employees, agents,
heirs, successors and assigns.

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

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

         21.5 No Waiver. The failure of either Design-Builder or Owner to
insist, in any one or more instances, on the performance of any of the
obligations required by the other under the Contract Documents shall not be
construed as a waiver or relinquishment of such obligation or right with respect
to future performance.

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

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

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                                       46

<PAGE>

         If to Design-Builder, to:

                  Fagen, Inc.
                  501 W. Highway 212
                  P. O. Box 159
                  Granite Falls, MN  56241
                  Attention: Aaron Fagen
                  Fax:  (320) 564-3278

         with a copy to:

                  Fagen, Inc.
                  501 W. Highway 212
                  P. O. Box 159
                  Granite Falls, MN  56241
                  Attention: Jennifer Johnson
                  Fax:  (320) 564-3278

         If to Owner, to:

                  Barry Ellsworth
                  President
                  9635 Irvine Bay Ct.
                  Las Vegas, NV 89147
                  Telephone:  712.246.2932
                  Facsimile:  712.246.2932
                  email: b.ellsworth@gpreethanol.com

         and
                  Lender's Agent at the address provided for Lender's Agent to
                  Design-Builder by Owner by notice within five Days following
                  the Financial Closing.

         21.8 No Privity with Design Consultant/Subcontractors. Nothing in the
Contract Documents is intended or deemed to create any legal or contractual
relationship between Owner and any Design Consultant or Subcontractor.

         21.9 Amendments. The Contract Documents may not be changed, altered, or
amended in any way except in writing signed by a duly authorized representative
of each party.

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

         21.11 Third-Party Beneficiaries. Except as expressly provided herein,
this Agreement is intended to be solely for the benefit of the Owner, the
Design-Builder and permitted assigns, and is not intended to and shall not
confer any rights or benefits on any person not a signatory hereto.

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<PAGE>

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

         21.13 Survival. Notwithstanding any provisions herein to the contrary,
the Work Product provisions set forth in Article 5 and the indemnity obligations
set forth herein shall survive (in full force) the expiration or termination of
this Agreement, and shall continue to apply to the Parties to this Agreement
even after termination of this Agreement or the transfer of such Party's
interest in this Agreement.

                     [The next page is the signature page.]

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                                       48

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused their names to be
hereunto subscribed by their officers thereunto duly authorized, intending
thereby that this Agreement shall be effective as of this January 13, 2006.

OWNER:                                            DESIGN-BUILDER:

Green Plains Renewable Energy, INC.               Fagen, Inc.   
-----------------------------------               ------------------------------
(Name of Owner)                                   (Name of Design-Builder)


/s/ Barry Ellsworth                               /s/ Ronald Fagen           
-----------------------------------               ------------------------------
(Signature)                                       (Signature)


Barry Ellsworth                                   Roland "Ron" Fagen         
-----------------------------------               ------------------------------
(Printed Name)                                    (Printed Name)


President                                         CEO and President          
-----------------------------------               ------------------------------
(Title)                                           (Title)


Date: January 18, 2006                            Date:  January 22, 2006    

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January 13, 2006

                                       49

<PAGE>

                                 SCHEDULE 4.2.1

          Owner's Obligations to be Furnished Pursuant to Section 4.2.1





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<PAGE>

<TABLE>
<CAPTION>
                                                    EXHIBIT A

                                         Performance Guarantee Criteria

---------------------------- -------------------------- -------------------------- --------------------------
         Criteria                  Specification            Testing Statement            Documentation
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                        <C>                        <C> 
Plant Capacity - fuel        Operate at a rate of 50    Seven day performance      Production records and a
grade ethanol                million gallons per year   test                       written report by
                             of denatured fuel grade                               Design-Builder.
                             ethanol meeting the
                             specifications of **.
---------------------------- -------------------------- -------------------------- --------------------------
Corn to Ethanol Conversion   **.                        As determined by meter     Production records and
ratio; Corn must be**                                   readings during a seven    written analysis by
                                                        day performance test.      Design-Builder.
---------------------------- -------------------------- -------------------------- --------------------------
Electrical Energy            **                         As determined by meter     Production records and
                                                        readings during a seven    written analysis by
                                                        day performance test.      Design-Builder.
---------------------------- -------------------------- -------------------------- --------------------------
Natural Gas                  **                         As determined by meter     Production records and
                                                        readings during a seven    written analysis by
                                                        day performance test.      Design-Builder.
---------------------------- -------------------------- -------------------------- --------------------------
Process Water Discharge      **                         Process discharge meter    Control System reports
(not including cooling
tower and boiler blowdown
and water pre-treatment
(RO) discharge)
---------------------------- -------------------------- -------------------------- --------------------------
Air Emissions                Must meet the              As required by State       Written report by
                             requirements prescribed    agency and performed by    Owner's Air Emission
                             as of the date hereof by   Owner's Air Emission       Tester.
                             the State of Iowa          Tester.
                             Department of Natural
                             Resources
---------------------------- -------------------------- -------------------------- --------------------------
---------------
</TABLE>

The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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January 13, 2006

                                       A-1

<PAGE>

As part of the Performance Guarantee Criteria the Plant shall operate in
accordance with all Legal Requirements.

DISCLAIMER:

Owner's failure to materially comply with the operating procedures issued by
ICM, Inc./Fagen, Inc. shall void all performance guaranties and warranties set
forth in this Design-Build Agreement.

Owner understands that the startup of the plant requires resources and
cooperation of the Owner, vendors and other suppliers to the project.
Design-Builder disclaims any liability and Owner indemnifies Design-Builder for
non-attainment of the Performance Guarantee Criteria directly or indirectly
caused by material non-performance or negligence of third parties not retained
by Design-Builder.


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January 13, 2006

                                       A-2

<PAGE>

                                    EXHIBIT B

General Project Scope

Construct a 50 million-gallon per year (MGY) dry mill fuel ethanol plant near
Shenandoah, Iowa. The plant will grind approximately 17.875 million bushels of
corn per year to produce approximately 50 MGY year of denatured fuel ethanol.
The plant will also produce approximately 160,750 tons per year of 11% moisture
dried distillers grains with solubles (DDGS), and approximately 151,250 tons per
year of raw carbon dioxide (CO2) gas.

Delivered corn will be dumped in the receiving building. The receiving building
will have two truck grain receiving bays and a rail receiving bay, including an
underground conveyor from the rail pit to the second truck receiving bay both of
which share a common receiving leg. Said receiving building shall have
sufficient height to accommodate end-dump trailers. The truck driver will drive
onto the pitless scale located near the administration building, be weighed and
sampled, then drive to the receiving building, dump the grain, then proceed back
to the pitless scale and obtain a final weight ticket from the scale operator.
The trucks will not be required to move during the unloading process in the
receiving building. Maximum truck dump time is ten minutes. Two independent
15,000-bushel legs will lift the corn to one of two 250,000 - bushel concrete
storage bins. A dust collection system will be installed on the grain receiving
system to limit particulate emissions as described in the Air Quality Permit
application.

Ground corn will be mixed in a slurry tank, routed through a pressure vessel and
steam flashed off in a flash vessel. Cooked mash will continue through
liquefaction tanks and into one of four fermenters. Simultaneously, propagated
yeast will be added to the mash as the fermenter is filling. After batch
fermentation is complete, the beer will be pumped to the beer well and then to
the beer column to vaporize the alcohol from the mash.

Alcohol streams are purified in the rectifier column and the side stripper, and
the molecular sieve system. Two hundred proof alcohol is pumped to the tank farm
day tank and blended with five percent natural gasoline as the product is being
pumped into one of two 750,000 gallon final storage tanks. Loading facilities
for truck and rail cars will be provided. Tank farm tanks include: one tank for
190 proof storage, one tank for 200 proof storage, one tank for denaturant
storage and two 750,000 gallon tanks for denatured ethanol storage.

Corn mash from the beer stripper is dewatered in the centrifuge(s). Wet cake
from the centrifuge(s) is conveyed to the DDGS dryer system. Wet cake is
conveyed from the centrifuges to the dryer where the water is removed from the
cake and the product is dried to 11% moisture. A modified wet or wet cake pad is
located along side the DDGS dryer building to divert modified wet or wet cake to
the pad when necessary or for limited production of modified wet or wet cake for
sales. Water in the thin stillage is evaporated and recycled by the
Bio-Methanation system. Syrup is added to the wet cake entering the dryer. DDGS
is pneumatically conveyed to flat storage in the DDGS storage building. Shipping
is accomplished by scooping and pushing the product with a front-end loader into
an in-floor conveyor system. The DDGS load out pit has capacity for
approximately one semi-trailer load. DDGS is weighed with a bulk weigh system.

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January 13, 2006

                                      B-1

<PAGE>

Fresh water for the boilers, cooking, cooling tower and other processes will be
obtained from the Owner supplied water pretreatment system. Boiler water
conditioned in regenerative softeners will be pumped through a deaerator
scrubber and into a deaerator tank. Appropriate boiler chemicals will be added
as preheated water is sent to the boiler.

Steam energy will be provided by one Thermal Oxidizer (TO) driven boiler system
utilizing a high percentage of condensate return to a condensate receiver tank.

The TO/Heat Recovery Steam Generator is a process used to thermally oxidize the
exhaust gasses from the Dryers. This process will be used to reduce VOCs and
particulates that are in the dryer exhaust and ensure compliance with
environmental regulations. The energy required to complete thermal oxidization
will then be ducted to a waste heat boiler that will produce 100% of the steam
requirements of the ethanol plant. The exhaust gasses from the waste heat boiler
will be ducted through stack gas economizer(s) to recover the maximum amount of
energy possible from the exhaust gas stream. After the economizer(s), the gas
stream will be vented to atmosphere through a stack.

The process will be cooled by circulating water through heat exchangers, a
chiller, and a cooling tower.

The design includes a compressed air system consisting of air compressor(s), a
receiver tank, pre-filter, coalescing filter, and double air dryer(s).

The design also incorporates the use of a clean-in-place (CIP) system for
cleaning cook, fermentation, distillation, evaporation, centrifuges, and other
systems. Fifty percent caustic soda is received by truck and stored in a tank.

Under normal operating circumstances, the plant will not have any wastewater
discharges that have been in contact with corn, corn mash, cleaning system, or
contact process water. An ICM/Phoenix Bio-Methanator will reduce the BOD in
process water allowing complete reuse within the plant. The plant will have
blowdown discharges from the cooling tower and may have water discharge from any
water pre-treatment processes. Owner shall provide on-site connection to
sanitary sewer or septic system.

Most plant processes are computer controlled by a Siemens/Moore APACS
distributed control system with graphical user interface and three workstations.
The control room control console will have dual monitors to facilitate operator
interface between two graphics screens at the same time. Additional programmable
logic controllers (PLCs) will control certain process equipment. Design Builder
provides lab equipment.

The cooking system requires the use of anhydrous ammonia, and other systems
require the use of sulfuric acid. Therefore, a storage tank for ammonia and a
storage tank for acid will be on site to provide the quantities necessary. The
ammonia storage requires that plant management implement and enforce a Process
Safety Management (PSM) program. The plant design may require additional
programs to ensure safety and to satisfy regulatory authorities.

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      B-2

<PAGE>

                                    EXHIBIT C

                            Owner's Responsibilities


The Owner shall perform and provide the permits, authorizations, services and
construction as specifically described hereafter:

1)       Land and Grading - Owner shall provide a site near or in Shenandoah,
         Iowa. Owner shall obtain all legal authority to use the site for its
         intended purpose and perform technical due diligence to allow
         Design-Builder to perform including, but not limited to, proper zoning
         approvals, building permits, elevation restrictions, soil tests, and
         water tests. The site shall be rough graded per Design-Builder
         specifications and be +/- three inches of final grade including the
         rough grading for Site roadways. The site soils shall be modified as
         required to provide a minimum allowable soil bearing pressure as
         described in Table 1.

                  Other items to be provided by the Owner include, but are not
         limited to, the following: initial site survey (boundary and
         topographic) as required by the Design-Builder, layout of the property
         corners including two construction benchmarks, Soil Borings and
         subsequent Geotechnical Report describing recommendation for Roads,
         foundations and if required, soil stabilization/remediation, land
         disturbance permit, erosion control permit, site grading as described
         above with minimum soil standards, placement of erosion control
         measures, plant access road from a county, state or federal road
         designed to meet local county road standards, plant storm and sanitary
         sewers, fire water system with hydrants and plant water main branches
         taken from the system to be within five feet of the designated building
         locations, all tanks, motors and other equipment associated with or
         necessary to operate the fire water loop and associated systems, plant
         roads as specified and designed for the permanent elevations and
         effective depth, "construction" grading plan as drawn (including site
         retention pond), plant water well and associated permit(s). Owner shall
         also provide the final grading, seeding and mulching, and site fencing
         at the site.

                  Owner is encouraged to obtain preliminary designs/information
         and estimates of the cost of performing all Owner required permits and
         services as stated in this Exhibit C. Specifically, the cost of the
         fire water systems (including associated fire water pumps, required
         tank, building (if required), sprinklers, and all other equipment and
         materials associated with the fire water delivery systems) is estimated
         being in excess of $1,000,000. The requirements of each state and the
         decisions of each Owner will increase or decrease the actual cost.

                  The Owner's required activities related to site preparation
         for construction are to be divided into Phase I and Phase II activities
         as described below:

         Deliverables by Owner prior to start of Phase 1 Civil Design:
            Procure Boundary & Topographic Survey (to one foot contours)

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January 13, 2006

                                      C-1

<PAGE>

            Procure Soil Borings and Geotechnical Report with recommendations 
            (at Design-Builder's requested locations and depth)

         Phase I (Deliverable Site):

         Design-Builder provides engineering services to develop these items 
(if required):
         1. Final Plant Layout with FFE and Top of Road Elevations
         2. Cut/Fill Quantity Calculations (estimate)
         3. Grading and Erosion Control Plan
         4. Plant Access Road and all in-plant roads (which will act as base for
            final roadway system) 
         5. Site Grading 
         6. Construction Layout (parking, temporary facilities laydown, access 
            areas, temp. drainage)
         7. Storm Water Drainage and Detention

         *Owner shall prepare site according to Design-Builder's engineering
plans for the above items.

            Deliverables by Owner prior to start of Phase II Civil Design:

         Owner shall determine its water source and provide Design-Builder an
independent analysis of the water source.

         Phase II (Final Civil Design Plans):

         Design-Builder provides engineering services to develop these items 
         (if required):
             Site Work and Utilities (Within Property Line):
                  1. Potable Water Supply and Distribution
                  2. Process Water Supply and Distribution 
                  3. Fire Loop and Fire Protection System 
                  4. Site Electric 
                  5. Site Natural Gas 
                  6. Utility Water Discharge Line
                  7. Wells and Well Pump (supply of sufficient quantity for 
                     construction activities)
                  8. Minimum 3 Phase, 480 Volt, 1,000 KVA Electrical Power 
                     Available for Construction (at Engineer's requested 
                     location)
                  9. Site Work (final grading, seeding and mulching) 
                  10.Fencing

         *Owner shall prepare site according to Design-Builder's engineering
plans for the above items.

                  Design/Builder shall be reimbursed on a "Time & Material"
         basis for any management of these Owner requirements and any design
         engineering requested by the Owner not otherwise required to be
         provided by Design-Builder pursuant to this Agreement.

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January 13, 2006

                                      C-2

<PAGE>

2)       Permits - Owner shall obtain all Operating Permits including, but not
         limited to, air quality permits, in a timely manner to allow
         construction and startup of the plant as scheduled by Design-Builder.

3)       Storm Water Runoff Permit - Owner shall obtain the construction
         storm-water runoff permit and permanent storm-water runoff permit.
         Design-Builder shall obtain the erosion control/land disturbance
         permit.

4)       Iowa Pollutant Elimination Discharge Permit - Owner shall obtain a
         permit to discharge cooling tower water, boiler blowdown water, reverse
         osmosis ("R.O.") reject water, and any other waste water directly to a
         designated waterway or other location. If required by item 8 below,
         Owner will secure appropriate permits for emergency process water
         discharges.

5)       Natural Gas Supply and Service Agreement - Owner shall procure and
         supply a continuous supply of natural gas of at least 1.5 billion cubic
         feet per year, at a minimum rate of 200-400 MCF per hour and at a
         minimum pressure of at least 200 psi at the plant site, then reduced to
         60 psig for distribution to the use points. Pressure reducing stations
         must be located so as to provide stable pressure at the point of use.
         Owner shall provide all gas piping to the use points and supply meters
         and regulators to provide burner tip pressures as specified by
         Design-Builder. Owner shall also supply a digital flowmeter on-site
         with appropriate output for monitoring by the plant's computer control
         system.

6)       Electrical Service - (1) The Owner is responsible to secure continuous
         service from an energy supplier to serve the facility. The service from
         the energy supplier shall be of sufficient size to provide at a minimum
         10 MW of electrical capacity to the site. (2) The Owner is responsible
         for procurement, installation and maintenance of the site supply and
         distribution system, including but not limited to the required
         substation and all associated distribution lines. An on-site digital
         meter is also to be supplied for monitoring of electrical usage. (3)
         The responsibility of the Design-Builder starts at the secondary
         electrical terminals of the site distribution system transformers that
         have been installed by Owner (i.e., the 480 volt terminals for the
         process building transformers; the 480 volt terminals for the energy
         center transformers; the 480 volt terminals for the grains transformer;
         the 480 volt terminals for the pumphouse transformer; and the 4160 volt
         terminals for the chiller transformer; and the 4160 volt terminals of
         the thermal oxidizer transformer). (4) The site distribution system
         requirements, layout, and meters are to be determined jointly by the
         Owner, the Design-Builder and the energy supplier.

                  Design-Builder will be providing soft start motor controllers
         for all motors greater than 150 horsepower and where demanded by
         process requirements. Owner is encouraged to discuss with its
         electrical service supplier whether additional soft start motor
         controllers are advisable for this facility and such can be added, with
         any increased cost being an Owner's cost.

                  Design-Builder will provide power factor correction to 0.92
         lagging at plant nameplate capacity. Owner is encouraged to discuss
         with its electrical service supplier any requirements for power factor
         correction above 0.92 lagging. Additional power factor correction can
         be added with any increased cost being an Owner's cost.

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January 13, 2006

                                      C-3

<PAGE>

7)       Water Supply, Service Agreement, and Pre-Treatment System - Owner shall
         supply on-site process wells or other water source that is capable of
         providing a quantity of raw water satisfying the needs of the Plant.
         Owner should consider providing a redundant water supply source.
         Design-Builder shall provide the standard zeolite water softener system
         for boiler feedwater polishing. Owner will supply one process fresh
         water supply line terminating within five (5) feet of the point of
         entry designated by Design-Builder, and one potable supply line
         terminating within five (5) feet of the process building and to the
         administration building at a point of entry designated by
         administration building contractor.

         Owner shall pay for a water pre-treatment system to be designed and
         constructed by Design-Builder and to be integrated into the Plant. The
         pre-treatment system will be designed to provide the Plant with the
         quantity and quality of raw and treated water needed to supply the
         Plant's process needs. The water pre-treatment system design will also
         consider and recommend to Owner equipment required to meet the
         discharge requirements under the Plant's NPDES or other wastewater
         discharge permit. Owner is to execute Change Orders as necessary for
         the design and construction of such water pre-treatment system.
         Design-Builder shall revoer costs fro the design and construction of
         such system from the Owner on a time plus basis. A Change Order,
         pursuant to Article 13.1, shall be executed by Owner and Design-Builder
         to compensate Design-Builder, on a time plus materials basis, for any
         costs and expenses related to such water pre-treatment system.

8)       Wastewater Discharge System, Permits and/or Service Agreement - Owner
         shall provide the discharge piping, septic tank and drainfield system
         or connect to municipal system as required for the sanitary sewer
         requirements of the Plant. These provisions shall comply with all
         federal, state, and local regulations, including any permitting issues.

9)       Roads and Utilities - Owner shall provide and maintain the ditches and
         permanent roads, including the gravel, pavement or concrete, with the
         roads passing standard compaction tests. (Design-Builder will maintain
         aggregate construction roads during construction of the Plant and will
         return to original pre-construction condition prior to Owner completing
         final grade and surfacing.)

         Except as otherwise specifically stated herein the Owner shall install
         all utilities so that they are within five (5) feet of the designated
         building/structure locations.

10)      Administration Building - The administration building - one story free
         standing, office computer system, telephone system, office copier and
         fax machine and office furniture and any other office equipment and
         personal property for the administration building shall be the sole and
         absolute cost and responsibility of Owner and Design-Builder shall have
         no responsibility in regards thereto.

11)      Maintenance and Power Equipment - The maintenance and power equipment
         as described in Table 2 and any other maintenance and power equipment

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      C-4

<PAGE>

         as required by the plant or desired by Owner shall be the sole and
         absolute cost and responsibility of Owner and Design-Builder shall have
         no responsibility in regards thereto.

12)      Railroads - Owner is responsible for any costs associated with the
         railroads including, but not limited to, all rail design and
         engineering and construction and Design-Builder shall have no
         responsibility in regards thereto.

13)      Drawings - Owner shall supply drawings to Design-Builder of items
         supplied under items 10) and 12) and also supply Phase II redline
         drawings.

14)      Fire Protection System - Fire protection system requirements vary by
         governmental requirements per location and by insurance carrier
         requirements. Owner is responsible to provide the required fire
         protection system for the Plant. This may include storage tanks, pumps,
         underground fire water mains, fire hydrants, foam or water monitor
         valves, sprinkler systems, smoke and heat detection, deluge systems, or
         other provisions as required by governmental codes or Owner's insurance
         carrier's fire protection criteria. Design-Builder will provide
         assistance to the Owner on a "Time & Material" basis for design and/or
         construction of the Fire Protection Systems required for the plant.

         Table 1 Minimum Soil Bearing Pressure - Responsibility of Owner

         Grain Storage Silos                                        8,000
         Cook Water Tank                                            3,500
         Methanator Feed Tank                                       3,500
         Liquifaction Tank #1                                       3,500
         Liquifaction Tank #2                                       3,500
         Fermentation Tank #1                                       4,000
         Fermentation Tank #2                                       4,000
         Fermentation Tank #3                                       4,000
         Fermentation Tank #4                                       4,000
         Beerwell                                                   4,000
         Whole Stillage Tank                                        3,500
         Thin Stillage
         Tank                                                       3,500
         Syrup Tank                                                 3,500
         190 Proof Day Tank                                         3,000
         200 Proof Day Tank                                         3,000
         Denaturant Tank                                            3,000
         Fire Water Tank                                            3,000
         Denatured Ethanol Tank  #1                                 4,000
         Denatured Ethanol Tank #2                                  4,000
         All Other Areas                                            3,000
         
Green Plains Renewable Energy, Inc.
January 13, 2006

                                      C-5

<PAGE>

Table 2 Maintenance and Power Equipment - Responsibility of Owner

---------------------------------- ---------------------------------------------
           Description                      Additional Description
---------------------------------- ---------------------------------------------
Spare Parts                        Spare parts
                                   Parts bins
                                   Misc. materials, supplies and equipment
---------------------------------- ---------------------------------------------
Shop supplies and equipment        One shop welder
                                   One portable gas welder
                                   One plasma torch
                                   One acetylene torch
                                   One set of power tools
                                   Two sets of hand tools with tool boxes
                                   Carts and dollies
                                   Hoists (except centrifuge overhead crane)
                                   Shop tables Maintenance office furnishings &
                                   supplies Fire Extinguishers Reference books
                                   Safety manuals Safety cabinets & supplies,
                                   etc. Safe showers as required
---------------------------------- ---------------------------------------------
Rolling stock                      Used 1 1/2 yard front end loader
                                   New Skid loader
                                   Used Fork lift
                                   Used Scissors lift, 30 foot
                                   Used Pickup truck
                                   Track Mobile
---------------------------------- ---------------------------------------------

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      C-6

<PAGE>

                                    EXHIBIT D

                                LICENSE AGREEMENT


                                LICENSE AGREEMENT


THIS LICENSE AGREEMENT (this "License Agreement") is entered into and made
effective as of the ___ day of January, 2006 ("Effective Date") by and between
Green Plains Renewable Energy, INC., an Iowa limited liability company
("OWNER"), and ICM, Inc., a Kansas corporation ("ICM").

         WHEREAS, OWNER has entered into that certain Design-Build Lump Sum
Contract dated October 6, 2005 (the "Contract") with Fagen, Inc., a Minnesota
corporation ("Fagen"), under which Fagen is to design and construct a 50 million
gallon per year ethanol plant for OWNER to be located in or near Shenandoah,
Iowa (the "Plant");

         WHEREAS, ICM has granted Fagen the right to use certain proprietary
technology and information of ICM in the design and construction of the Plant;
and

         WHEREAS, OWNER desires from ICM, and ICM desires to grant to OWNER, a
license to use such proprietary technology and information in connection with
OWNER's ownership and operation of the Plant, all upon the terms and conditions
set forth herein;

         NOW, THEREFORE, the parties, in consideration of the foregoing premises
and the mutual promises contained herein and for other good and valuable
consideration, receipt of which is hereby acknowledged, agree as follows:

     1. ICM grants to OWNER a limited license to use the Proprietary Property
     (hereinafter defined) solely in connection with the design, construction,
     operation, maintenance and repair of the Plant, subject to the limitations
     provided herein (the "Purpose"). In the event OWNER fails to pay to Fagen
     all amounts due and owing Fagen under the Contract or the Contract is
     terminated for any reason prior to the substantial completion of the Plant,
     ICM may terminate the limited license granted to OWNER herein upon written
     notice to OWNER.

     2. The "Proprietary Property" means, without limitation, documents,
     Operating Procedures (hereinafter defined), materials and other information
     that are furnished by ICM to OWNER, whether directly or indirectly through
     Fagen, in connection with the Purpose including, without limitation, the
     design, arrangement, configuration, and specifications of (i) the
     combinations of distillation, evaporation, and alcohol dehydration
     equipment (including, but not limited to, pumps, vessels, tanks, heat
     exchangers, piping, valves and associated electronic control equipment) and
     all documents supporting those combinations; (ii) the combination of the
     distillers grain drying (DGD), and heat recovery steam generation (HRSG)
     equipment (including, but not limited to, pumps, vessels, tanks, heat
     exchangers, piping and associated electronic control equipment) and all
     documents supporting those combinations; and (iii) the computer system,
     known as the distributed control system (DCS and/or PLC) (including, but
     not limited to, the software configuration, programming, parameters, set
     points, alarm points, ranges, graphical interface, and system hardware

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      D-1

<PAGE>

     connections) and all documents supporting that system. The "Operating
     Procedures" means, without limitation, the process equipment and
     specifications manuals, standards of quality, service protocols, data
     collection methods, construction specifications, training methods,
     engineering standards and any other information prescribed by ICM from time
     to time concerning the Purpose. Proprietary Property shall not include any
     information or materials that OWNER can demonstrate by written
     documentation: (i) was lawfully in the possession of OWNER prior to
     disclosure by ICM; (ii) was in the public domain prior to disclosure by
     ICM; (iii) was disclosed to OWNER by a third party other than Fagen having
     the legal right to possess and disclose such information or materials; or
     (iv) after disclosure by ICM comes into the public domain through no fault
     of OWNER or its directors, officers, employees, agents, contractors,
     consultants or other representatives (hereinafter collectively referred to
     as "Representatives"). Information and materials shall not be deemed to be
     in the public domain merely because such information is embraced by more
     general disclosures in the public domain, and any combination of features
     shall not be deemed to be within the foregoing exceptions merely because
     individual features are in the public domain if the combination itself and
     its principles of operation are not in the public domain.

     3. OWNER shall not use the Proprietary Property for any purpose other than
     the Purpose. OWNER shall not use the Proprietary Property in connection
     with any expansion or enlargement of the Plant.

     4. OWNER's failure to materially comply with the Operating Procedures shall
     void all guarantees, representations and warranties, whether expressed or
     implied, if any, that were given by ICM to OWNER, directly or indirectly
     through Fagen, concerning the performance of the Plant that ICM reasonably
     determines are materially affected by OWNER's failure to materially comply
     with such Operating Procedures. OWNER agrees to indemnify, defend and hold
     harmless ICM, Fagen and their respective Representatives from any and all
     losses, damages and expenses including, without limitation, reasonable
     attorneys' fees resulting from, relating to or arising out of (a) Owner's
     or its Representatives' failure to materially comply with the Operating
     Procedures or (b) negligent or unauthorized use of the Proprietary
     Property.

     5. Any and all modifications to the Proprietary Property by OWNER or its
     Representatives shall be the property of ICM. OWNER shall promptly notify
     ICM of any such modification and OWNER agrees to assign all right, title
     and interest in such modification to ICM; provided, however, OWNER shall
     retain the right, at no cost, to use such modification in connection with
     the Purpose.

     6. ICM has the exclusive right and interest in and to the Proprietary
     Property and the goodwill associated therewith. OWNER will not, directly or
     indirectly, contest ICM's ownership of the Proprietary Property. OWNER's
     use of the Proprietary Property does not give OWNER any ownership interest
     or other interest in or to the Proprietary Property except for the limited
     license granted to OWNER herein.

     7. OWNER shall pay no license fee or royalty to ICM for OWNER's use of the
     Proprietary Property pursuant to the limited license granted to OWNER, the
     consideration for this limited license is included in the amounts payable
     by OWNER to Fagen for the construction of the Plant under the Contract.

     8. OWNER may not assign the limited license granted herein, in whole or in
     part, without the prior written consent of ICM, which will not be
     unreasonably withheld or delayed. Prior to any assignment, OWNER shall
     obtain from such assignee a written instrument, in form and substance
     reasonably acceptable to ICM, agreeing to be bound by all the terms and
     provisions of this License Agreement. Any assignment of this License
     Agreement shall not release OWNER from (i) its duties and obligations
     hereunder concerning the disclosure and use of the Proprietary Property by
     OWNER or its Representatives, or (ii) damages to ICM resulting from, or
     arising out of, a breach of such duties or obligations by OWNER or its
     Representatives. ICM may assign its right, title and interest in the
     Proprietary Property, in whole or part, subject to the limited license
     granted herein.

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      D-2

<PAGE>

     9. The Proprietary Property is confidential and proprietary. OWNER shall
     keep the Proprietary Property confidential and shall use all reasonable
     efforts to maintain the Proprietary Property as secret and confidential for
     the sole use of OWNER and its Representatives for the Purpose. OWNER shall
     retain all Proprietary Property at its principal place of business and/or
     the Plant. OWNER shall not at any time without ICM's prior written consent,
     copy, duplicate, record, or otherwise reproduce the Proprietary Property,
     in whole or in part, or otherwise make the same available to any
     unauthorized person provided, OWNER shall be permitted to copy, duplicate
     or otherwise reproduce the Proprietary Property in whole or in part in
     connection with the Purpose so long as all such copies, duplicates or
     reproductions are kept at its principal place of business and/or the Plant
     and are treated the same as any other Proprietary Property. OWNER shall not
     disclose the Proprietary Property except to its Representatives who are
     directly involved with the Purpose, and even then only to such extent as is
     necessary and essential for such Representative's involvement. OWNER shall
     inform such Representatives of the confidential and proprietary nature of
     such information and, if requested by ICM, OWNER shall obtain from such
     Representative a written instrument, in form and substance reasonably
     acceptable to ICM, agreeing to be bound by all of the terms and provisions
     of this License Agreement relating to the disclosure and use of the
     Proprietary Property. OWNER shall make all reasonable efforts to safeguard
     the Proprietary Property from disclosure by its Representatives to anyone
     other than permitted hereby. In the event that OWNER or its Representatives
     are required by law to disclose the Proprietary Property, OWNER shall
     provide ICM with prompt written notice of same so that ICM may seek a
     protective order or other appropriate remedy. In the event that such
     protective order or other appropriate remedy is not obtained, OWNER or its
     Representatives will furnish only that portion of the Proprietary Property
     which in the reasonable opinion of its or their legal counsel is legally
     required and will exercise its reasonable efforts to obtain reliable
     assurance that the Proprietary Property so disclosed will be accorded
     confidential treatment.

     10. OWNER agrees to indemnify ICM for any and all damages (including,
     without limitation, reasonable attorneys' fees) arising out of or resulting
     from any unauthorized disclosure or use of the Proprietary Property by
     OWNER or its Representatives. OWNER agrees that ICM would be irreparably
     damaged by reason of a violation of the provisions contained herein and
     that any remedy at law for a breach of such provisions would be inadequate.
     Therefore, ICM shall be entitled to seek injunctive or other equitable
     relief in a court of competent jurisdiction against OWNER or its
     Representatives for any unauthorized disclosure or use of the Proprietary
     Property without the necessity of proving actual monetary loss or posting
     any bond. It is expressly understood that the remedy described herein shall
     not be the exclusive remedy of ICM for any breach of such covenants, and
     ICM shall be entitled to seek such other relief or remedy, at law or in
     equity, to which it may be entitled as a consequence of any breach of such
     duties or obligations.

     11. The duties and obligations of OWNER under this License Agreement, and
     all provisions relating to the enforcement of such duties and obligations
     shall survive and remain in full force and effect notwithstanding any
     termination or expiration of the Contract or the license granted herein
     under paragraph 1 or 12.

     12. ICM may terminate the limited license granted to OWNER herein upon
     written notice to OWNER if OWNER willfully or wantonly (a) uses the
     Proprietary Property for any purpose, or (b) discloses the Proprietary
     Property to anyone, in each case other than permitted herein. Upon
     termination of the license under paragraph 1 or this paragraph 12, OWNER
     shall cease using the Proprietary Property for any purpose (including the
     Purpose) and, upon request by ICM, shall promptly return to ICM all
     documents or other materials in OWNER's or its Representatives' possession
     that contain Proprietary Property.

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      D-3

<PAGE>

     13. The laws of the State of Kansas, United States of America, shall govern
     the validity of the provisions contained herein, the construction of such
     provisions, and the interpretation of the rights and duties of the parties.
     Any legal action brought to enforce or construe the provisions of this
     License Agreement shall be brought in the federal or state courts located
     in Wichita, Kansas, and the parties agree to and hereby submit to the
     exclusive jurisdiction of such courts and agree that they will not invoke
     the doctrine of forum non conveniens or other similar defenses in any such
     action brought in such courts. In the event the Plant is located in, or
     OWNER is organized under the laws of, a country other than the United
     States of America, OWNER hereby specifically agrees that any injunctive or
     other equitable relief granted by a court located in the State of Kansas,
     United States of America, or any award by a court located in the State of
     Kansas, shall be specifically enforceable as a foreign judgment in the
     country in which the Plant is located, OWNER is organized or both, as the
     case may be, and agrees not to contest the validity of such relief or award
     in such foreign jurisdiction, regardless of whether the laws of such
     foreign jurisdiction would otherwise authorize such injunctive or other
     equitable relief, or award. OWNER agrees that the aggregate recovery of
     OWNER (and everyone claiming by or through OWNER), as a whole, under this
     License Agreement and the Contract against ICM and ICM's Representatives,
     collectively, shall not exceed the amount paid by Fagen to ICM for the
     issuance of this License Agreement in connection with the Contract.

     14. OWNER hereby agrees to waive all claims against ICM and ICM's
     Representatives for any consequential damages that may arise out of or
     relate to this License Agreement, the Contract or the Proprietary Property
     whether arising in contract, warranty, tort (including negligence), strict
     liability or otherwise, including but not limited to losses of use,
     profits, business, reputation or financing. OWNER further agrees that the
     aggregate recovery of OWNER and Fagen (and everyone claiming by or through
     OWNER and Fagen), as a whole, against ICM and ICM's Representatives,
     collectively, for any and all claims that arise out of, relate to or result
     from this License Agreement, the Proprietary Property or the Contract,
     whether arising in contract, warranty, tort (including negligence), strict
     liability or otherwise, shall not exceed the amount paid by Fagen to ICM in
     connection with the OWNER's project under the Contract.

     15. The terms and conditions of this License Agreement constitute the
     entire agreement between the parties with respect to the subject matter
     hereof and supersede any prior understandings, agreements or
     representations by or between the parties, written or oral. Any rule of
     construction to the effect that any ambiguity is to be resolved against the
     drafting party shall not be applicable in the interpretation of this
     License Agreement. This License Agreement may not be modified or amended at
     any time without the written consent of the parties.

     16. All notices, requests, demands, reports, statements or other
     communications (herein referred to collectively as "Notices") required to
     be given hereunder or relating to this License Agreement shall be in
     writing and shall be deemed to have been duly given if transmitted by
     personal delivery or mailed by certified mail, return receipt requested,
     postage prepaid, to the address of the party as set forth below. Any such
     Notice shall be deemed to be delivered and received as of the date so
     delivered, if delivered personally, or as of the third business day
     following the day sent, if sent by certified mail. Any party may, at any
     time, designate a different address to which Notices shall be directed by
     providing written notice in the manner set forth in this paragraph.

     17. In the event that any of the terms, conditions, covenants or agreements
     contained in this License Agreement, or the application of any thereof,
     shall be held by a court of competent jurisdiction to be invalid, illegal
     or unenforceable, such term, condition, covenant or agreement shall be
     deemed void ab initio and shall be deemed severed from this License
     Agreement. In such event, and except if such determination by a court of
     competent jurisdiction materially changes the rights, benefits and

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      D-4

<PAGE>

     obligations of the parties under this License Agreement, the remaining
     provisions of this License Agreement shall remain unchanged unaffected and
     unimpaired thereby and, to the extent possible, such remaining provisions
     shall be construed such that the purpose of this License Agreement and the
     intent of the parties can be achieved in a lawful manner.

     18. The duties and obligations herein contained shall bind, and the
     benefits and advantages shall inure to, the respective successors and
     permitted assigns of the parties hereto.

     19. The waiver by any party hereto of the breach of any term, covenant,
     agreement or condition herein contained shall not be deemed a waiver of any
     subsequent breach of the same or any other term, covenant, agreement or
     condition herein, nor shall any custom, practice or course of dealings
     arising among the parties hereto in the administration hereof be construed
     as a waiver or diminution of the right of any party hereto to insist upon
     the strict performance by any other party of the terms, covenants,
     agreement and conditions herein contained.

     20. In this License Agreement, where applicable, (i) references to the
     singular shall include the plural and references to the plural shall
     include the singular, and (ii) references to the male, female, or neuter
     gender shall include references to all other such genders where the context
     so requires.

IN WITNESS WHEREOF, the parties hereto have executed this License Agreement, the
Effective Date of which is indicated on page 1 of this License Agreement.


OWNER:                                         ICM:

Green Plains Renewable Energy, INC.            ICM, Inc.      

 /s/ Barry A. Ellsworth                         /s/ David Vander Griend
---------------------------------------        ---------------------------------
(Signature)                                    (Signature)

Barry A. Ellsworth                              David Vander Griend
---------------------------------------        ---------------------------------
(Printed Name)                                 (Printed Name)

President                                        CEO
---------------------------------------        ---------------------------------
(Title)                                        (Title)


Date: January 18, 2006                         Date:  January 25, 2006  
     ----------------------------------             ----------------------------



Address for giving notices:                    Address for giving notices:

                                               301 N First Street 
                                               Colwich, KS 67030     

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      D-5

<PAGE>

                                   EXHIBIT E

                               Schedule of Values

GREEN PLAINS ENERGY 50 MGPY ETHANOL PLANT
SHENANDOAH, IOWA
PAY REQUEST BREAKDOWN

        DESCRIPTION                                           VALUE
   ------------------------------------------------- ---------------------
     1  MOBILIZATION                                        $        **
     2  ENGINEERING                                         $        **
     3  GENERAL CONDITIONS  (16 MONTHS)                     $        **
     4  SITEWORK                                            $        **
     5  CONCRETE                                            $        **
     6  MASONRY                                             $        **
     7  STRUCTURAL STEEL & MISC. METALS                     $        **
     8  LUMBER, CARPENTRY & FINISHES                        $        **
     9  GIRTS, SIDING & ROOF DECK                           $        **
    10  DOORS & WINDOWS                                     $        **
    11  PAINT                                               $        **
    12  GRAIN HANDLING SYSTEM                               $        **
    13  DDG STORAGE BUILDING                                $        **
    14  FIELD ERECTED TANKS                                 $        **
    15  PROCESS TANKS & VESSELS                             $        **
    16  DRYER SYSTEM                                        $        **
    17  THERMAL OXIDIZER                                    $        **
    18  MIXERS                                              $        **
    19  PUMPS                                               $        **
    20  HEAT EXCHANGERS                                     $        **
    21  SIEVE BOTTLES & BEADS                               $        **
    22  CHILLER                                             $        **
    23  CENTRIFUGES                                         $        **
    24  AIR COMPRESSORS                                     $        **
    25  METHANATOR                                          $        **
    26  COOLING TOWER                                       $        **
    27  ETHANOL LOADOUT                                     $        **
    28  VAPOR FLARE SYSTEM                                  $        **
    29  TRUCK SCALES & PROBE                                $        **
    30  PROCESS PIPING & VALVES                             $        **
    31  INSULATION                                          $        **
    32  PLUMBING & HVAC                                     $        **
    33  ELECTRICAL                                          $        **
    34  START-UP                                            $        **
    35  DEMOB                                               $        **
    36                                                      $        
   ------------------------------------------------- ----------------------
          CONTRACT AMOUNT                                   $55,881,454

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      E-1

<PAGE>

                                    EXHIBIT F

                            Progress Report (Example)
A.   Project Overview - Brief description of project including plant capacity,
     major contractors (if applicable), completion dates (including Substantial
     Completion, Final Completion Date, estimated performance testing start,
     etc.), etc. Should also include progress reporting period.

B.   Project Status - Divided into engineering, construction, and Owner
     responsibilities as well as a summary describing project status as a whole.
     Subsections include:

              B1 - Engineering - Current month progress and status as compared
to plan, 1-month look ahead/goals, issues being worked, critical path
activities, and statement regarding support of construction activities.

              B2 - Construction - Current month progress and status as compared
to plan, 1-month look ahead/goals, issues being worked, critical path
activities, procurement activities (if applicable), subcontracting activities
(if applicable), and statement regarding completion of owner responsibilities as
it relates to Design-Builder completion of work schedule. In addition, it should
include:

A. Site Work and Utilities - Owner Responsibility

     1. Plant Fire Water Loop - 98% Complete.
     2. Railroad: Rail ties on tracks A and B are up to Rail Load out; tracks C
        and D are installed past DDG building to rail car storage area. Tracks A
        and B to be complete when Grains building is complete.
     3. Power Company is 100% complete on permanent power.
     4. Gas line to plant has commenced, gas to be on site by Oct. 21.
     5. City water main from main entrance to tank is installed, awaiting word
        from City.
     6. Road work has started at main entrance and Admin. Area, final grading
        has started in these areas as well.

B. Grains Storage & Handling

     1. Grains receiving building is 95% complete.
     2. Continuing to installing all miscellaneous ladders and platforms for
        collectors and bag houses. Continuing to install dust collection system 
        for Grains receiving.
     3. Electrical is right behind installing conduit and wire to equipment.
     4. Pit area 95% complete.
     5. Continue to install main legs for Grain to Silos.
     6. HVAC equipment on site, yet to be installed.

C. Energy Building

     1. 99% of Equipment installed.
     2. Electrical nearly 94% complete. Have started bumping motors and
        conveyors for rotation.

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      F-1

<PAGE>

     3. Steel 100% complete.
     4. All end walls are complete with siding. Half of the roof is installed.
     5. Mechanical piping is at 30% complete.
     6. All RO equipment is installed. All totes are installed. Tubing to Boiler
        and DA has started. Electrical completing installation for power and
        controls to RO equipment.

D. Process/Fermentation Building

     1. 99% of the Equipment is installed.
     2. Piping is 98% complete.
     3. Vinyl Composite tile 70% complete. Ceramic tile to bathrooms is
        complete.
     4. HVAC equipment installation is complete. Final tie ins for office area,
        server room and maintenance room continuing.

E. Distillation and Evap Area

     1. Mechanical is about 98% complete. Complete small bore piping where
        needed. 
     2. Electrical is behind Mechanical installing instruments and wiring.

F. Tank Farm

     1. Mechanical is 98% complete, waiting on Specialty items to arrive for
        installation.
     2. All pumps have been installed and piping is complete to and from.
     3. Electrical continuing installation of cable tray, 95% of instruments are
        installed, wire is about 85% complete. 

G. Chiller - Cooling Tower

     1. Chiller Building -Overhead doors have been completed.
     2. Cooling Tower erection is 100% complete.
     3. HVAC unit on site, yet to be installed. 
     B3 - Commissioning and Start-up - Activities related to commissioning and
     start-up including training completed, turnover packages completed, status
     of testing procedures, etc.

     B4 - Total Project - Overall project status, including critical path
     activities.

C - Health and Safety - Summary including number of craft, number of first aid
cases, number of recordable cases, and number of lost time accidents. If
applicable, safety programs implemented at site, etc.

D - Schedule - Including most recent updated schedule accompanied with schedule
overview, comparison to baseline, and critical path activities. The schedule
should correspond to application for payment.

E - Financial - Including total of invoices submitted to date as well as change
orders submitted and status.

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      F-2

<PAGE>

<TABLE>
<CAPTION>
                                                                EXHIBIT G

                                                              Required Permits


------------------------------------------------------------------------------------------------------------------------------------
                                                Responsibility for      Assistance in
  No.       Type of Application/Permit           Obtaining Permit        Preparation                         Notes
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                     <C>                    <C>               <C> 
   1   Underground Utility Locating Service    Design-Builder/Owner                     Notification service for underground work.
------------------------------------------------------------------------------------------------------------------------------------
   2   Septic Tank & Drain Field Permit                Owner
------------------------------------------------------------------------------------------------------------------------------------
   3   Railroad Permit/Approval                        Owner           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
   4   Archeological Survey                            Owner
------------------------------------------------------------------------------------------------------------------------------------
   5   Highway Access Permit                           Owner                            State Department of Transportation or County
------------------------------------------------------------------------------------------------------------------------------------
   6   Building Permits                           Design-Builder
       Mechanical                                 Design-Builder
       Electrical                                 Design-Builder
       Structures                                 Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
   7   Construction Air Permit                         Owner           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
   8   Construction Permit                             Owner           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
   9   Operations Permit                               Owner           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
  10   Wastewater Permit                               Owner           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
  11   Water Appropriation Permit                      Owner           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
  12   Fire Protection                                 Owner           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
  13   Above Ground Storage Tank Permit           Design-Builder
------------------------------------------------------------------------------------------------------------------------------------
  14   TTB Permit                                      Owner
------------------------------------------------------------------------------------------------------------------------------------

Green Plains Renewable Energy, Inc.
January 13, 2006

                                                                 G-1
</TABLE>


<PAGE>

                                    EXHIBIT H

                                PERFORMANCE BOND
                      The American Institute of Architects,
                 AIA Document No. A312 (December, 1984 Edition)
          Any singular reference to Contractor, Surety, Owner or other
               party shall be considered plural where applicable.


CONTRACTOR (Name and Address):              Amount: [Amount]                    
Fagen, Inc.                                 Description (Name and Location):    
P. O. Box 159                               [Project Name and Location]         
 Granite Falls, MN 56241                    OWNER (Name and Address):           
CONSTRUCTION CONTRACT                       [Owner Name/Address]                
Date:                                       SURETY (Name and Principal Place of 
                                            Business): [Name/Place of Business] 
                                            

BOND#
Date (Not earlier than Construction Contract Date):
Amount:
Modifications to this Bond:   [ ] None       [ ] See Page 2

CONTRACTOR AS PRINCIPAL                  SURETY
Company: (Corporate Seal)                Company: (Corporate Seal)    
Fagen, Inc.                              Signature:________________________ 
Signature:________________________       Name and Title:___________________ 
Name and Title:___________________                                          
(Any additional signatures appear an     OWNER'S REPRESENTATIVE (Architect, 
page 2.)(FOR INFORMATION Only - Name,    Engineer or other party):          
Address and Telephone)                   

AGENT or BROKER:

1. The Contractor and the Surety, jointly and severally, bind themselves, their
heirs, executors, administrators, successors and assigns to the Owner for the
performance of the Construction Contract, which is incorporated herein by
reference.

2. If the Contractor performs the Construction Contract, the Surety and the
Contractor shall have no obligation under this Bond, except to participate in
conferences as provided in Subparagraph 3.1.

3. If there is no Owner Default, the Surety's obligation under this Bond shall
arise after:

3.1 The Owner has notified the Contractor and the Surety at its address
described in Paragraph 10 below that the Owner is considering declaring a
Contractor Default and has requested and attempted to arrange a conference with
the Contractor and the Surety to be held not later than fifteen days after
receipt of such notice to discuss methods of performing the Construction
Contract. If the Owner, the Contractor and the Surety agree, the Contractor
shall be allowed a reasonable time to perform the Construction Contract, but
such an agreement shall not waive the Owner's right, if any, subsequently to
declare a Contractor Default; and 3.2 The Owner has declared a Contractor
Default and formally terminated the Contractor's right to complete the contract.
Such Contractor Default shall not be declared earlier than twenty days after the
Contractor and Surety have received notice as provided in Subparagraph 3.1; and

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      H-1

<PAGE>

3.3 The Owner has agreed to pay the Balance of the Contract Price to the Surety
in accordance with the terms of the Construction Contract or to a contractor
selected to perform the Construction Contract in accordance with the terms of
the contract with the Owner. 

4. When the Owner has satisfied the conditions of Paragraph 3, the Surety shall
promptly and at the Surety's expense take one of the following actions:

4.1 Arrange for the Contractor with consent of the Owner, to perform and
complete the Construction Contract; or 4.2 Undertake to perform and complete the
Construction Contract itself, through its agents or through independent
contractors; or 4.3 Obtain bids or negotiated proposals from qualified
contractors acceptable to the Owner for a contract for performance and
completion of the Construction Contract, arrange for a contract to be prepared
for execution by the Owner and the contractor selected with the Owner's
concurrence, to be secured with performance and payment bonds executed by a
qualified surety equivalent to the bonds issued on the Construction Contract,
and pay to the Owner the amount of damages as described in Paragraph 6 in excess
of the Balance of the Contract Price incurred by the Owner resulting from the
Contractor's default; or 4.4 Waive its right to perform and complete, arrange
for completion, or obtain a new contractor and with reasonable promptness under
the circumstances:

                           .1 After investigation, determine the amount for
                  which it may be liable to the Owner and, as soon as
                  practicable after the amount is determined, tender payment
                  therefor to the Owner; or

                           .2 Deny liability in whole or in part and notify the
                  Owner citing reasons therefor.

5. If the Surety does not proceed as provided in Paragraph 4 with reasonable
promptness, the Surety shall be deemed to be in default on this Bond fifteen
days after receipt of an additional written notice from the Owner to the Surety
demanding that the Surety perform its Obligations under this Bond, and the Owner
shall be entitled to enforce any remedy available to the Owner. If the Surety
proceeds as provided in Subparagraph 4.4, and the Owner refuses the payment
tendered or the Surety has denied liability, in whole or in part, without
further notice the Owner shall be entitled to enforce any remedy available to
the Owner. 

6. After the Owner has terminated the Contractor's right to complete the
Construction Contract, and if the Surety elects to act under Subparagraph 4.1,
4.2, or 4.3 above, then the responsibilities of the Surety to the Owner shall
not be greater than those of the Contractor under the Construction Contract, and
the responsibilities of the Owner to the Surety shall not be greater than those
of the Owner under the Construction Contract. To the limit of the amount of this
Bond, but subject to commitment by the Owner of the Balance of the Contract
Price to mitigation of costs and damages on the Construction Contract, the
Surety is obligated without duplication for:

6.1 The responsibilities of the Contractor for correction of defective work and
completion of the Construction Contract; 

6.2 Additional legal design professional and delay costs resulting from the
Contractor's Default, and resulting from the actions or failure to act of the
Surety under Paragraph 4; and 

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      H-2

<PAGE>

6.3 Liquidated damages, or if no liquidated damages are specified in the
Construction Contract, actual damages caused by delayed performance or
non-performance of the Contractor.

7. The Surety shall not be liable to the Owner or others for obligations of the
Contractor that are unrelated to the Construction Contract and the Balance of
the Contract Price shall not be reduced or set off on account of any such
unrelated obligations. No right of action shall accrue on this Bond to any
person or entity other than the Owner or its heirs, executors, administrators or
successors.

8. The Surety hereby waives notice of any change, including changes of time, to
the Construction Contract or to related subcontracts, purchase orders and other
obligations. 

9. Any proceeding, legal or equitable, under this Bond may be instituted in any
court of competent jurisdiction in the location in which the work or part of the
work is located and shall be instituted within two years after Contractor
Default or within two years after the Contractor ceased working or within two
years after the Surety refuses or fails to perform its obligations under this
Bond, whichever occurs first. If the provisions of this Paragraph are void or
prohibited by law, the minimum period of limitation available to sureties as a
defense in the jurisdiction of the suit shall be applicable.

10. Notice to the Surety, the Owner or the Contractor shall be mailed or
delivered to the address shown on the signature page.

11. When this Bond has been furnished to comply with a statutory or other legal
requirement in the location where the construction was to be performed, any
provision in this Bond conflicting with said statutory or legal requirement
shall be deemed deleted herefrom and provisions conforming to such statutory or
other legal requirement shall be deemed incorporated herein. The intent is that
this Bond shall be construed as a statutory bond and not as a common law bond.

12. DEFINITIONS

12.1 Balance of the Contract Price: The total amount payable by the Owner to the
Contractor under the Construction Contract after all proper adjustments have
been made, including allowance to the Contractor of any amounts received or to
be received by the Owner in settlement of insurance or other claims for damages
to which the Contractor is entitled, reduced by all valid and proper payments
made to or on behalf of the Contractor under the Construction Contract.

12.2 Construction Contract: The agreement between the Owner and the Contractor
identified on the signature page, including all Contract Documents and changes
thereto.

12.3 Contractor Default: Failure of the Contractor, which has neither been
remedied nor waived, to perform or otherwise to comply with the terms of the
Construction Contract.

12.4 Owner Default: Failure of the Owner, which has neither been remedied nor
waived, to pay the Contractor as required by the Construction Contract or to
perform and complete or comply with the other terms thereof.

MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
This bond is subject to the attached Dual Obligee Rider dated __________________
________________________________________________________________________________
________________________________________________________________________________
(Space is provided below for additional signatures of added parties other than
those appearing on the cover page.)

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      H-3

<PAGE>

CONTRACTOR AS PRINCIPAL                  SURETY          
                (Corporate Seal)                         (Corporate Seal)      
Company: _____________________________   Company: _____________________________
Address:______________________________   Address:______________________________
Name and Title:_______________________   Name and Title:_______________________
Signature:____________________________   Signature:____________________________
                                                                               

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      H-4

<PAGE>

                               DUAL OBLIGEE RIDER

                  (TO BE ATTACHED TO BOND AT TIME OF ISSUANCE)


TO BE ATTACHED TO AND FORM PART OF Performance and Payment Bond NO. __________,
dated concurrently with the execution of this Rider, issued by the
_______________, a _____________ corporation, as Surety, on behalf of Fagen,
Inc., as Principal, and in favor of _________________, as Obligee.

              IT IS HEREBY UNDERSTOOD AND AGREED that the above described
bond(s) are hereby amended to include the following paragraph:

         Notwithstanding anything contained herein to the contrary, there shall
         be no liability on the part of the Principal or Surety under this bond
         to the Obligees, or either of them, unless the Obligees, or either of
         them, shall make payments to the Principal or to the Surety in case it
         arranges for completion of the Contract upon default of the Principal,
         strictly in accordance with the terms of said Contract as to payments,
         and shall perform all the other obligations required to be performed
         under said Contract at the time and in the manner therein set forth.

              IT IS FURTHER UNDERSTOOD AND AGREED that nothing herein contained
shall be held to change, alter or vary the terms of the above described bond(s)
except as hereinbefore set forth.

              SIGNED, SEALED AND DATED this ____ day of _____________, 200_.




                                               Fagen, Inc.


                                               ---------------------------------
                                               (Contractor)


                                               By:                              
                                                  ------------------------------



                                               [             ]

                                               ---------------------------------
                                               (Surety)


                                               By:                              
                                                  ------------------------------

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      H-5

<PAGE>

                                    EXHIBIT I

                                  PAYMENT BOND
                      The American Institute of Architects,
                 AIA Document No. A312 (December, 1984 Edition)
          Any singular reference to Contractor, Surety, Owner or other
               party shall be considered plural where applicable.

CONTRACTOR (Name and Address):           SURETY (Name and Principal Place 
Fagen, Inc.                              of Business):
P. O. Box 159
Granite Falls, MN 56241
OWNER (Name and Address):
[NAME AND ADDRESS]
CONSTRUCTION CONTRACT
Date:
Amount:
Description (Name and Location):
BOND #
Date (Not earlier than Construction
Contract Date):
Amount:
Modifications to this Bond:         [ ] None  [ ] See Page 2
CONTRACTOR AS PRINCIPAL                  SURETY
Company:          (Corporate Seal)       Company:         (Corporate Seal)
Fagen, Inc.
Signature: ___________________________   Signature:_____________________________
Name and Title:_______________________   Name and Title:________________________

                  (Any additional signatures appear an page 2.)
(FOR INFORMATION Only--Name, Address     OWNER'S REPRESENTATIVE (Architect,
and Telephone)                           Engineer or other party):         
AGENT or BROKER:

         1. The Contractor and the Surety, jointly and severally, bind
themselves, their heirs, executors, administrators, successors and assigns to
the Owner to pay for labor, materials and equipment furnished for use in the
performance of the Construction Contract, which is incorporated herein by
reference.

         2. With respect to the Owner, this obligation shall be null and void if
the Contractor:

                  2.1 Promptly makes payment, directly or indirectly, for all
sums due Claimants, and

                  2.2 Defends, indemnifies and holds harmless the Owner from
claims, demands, liens or suits by any person or entity whose claim, demand,
lien or suit is for the payment for labor, materials or equipment furnished for
use in the performance of the Construction Contract, provided the Owner has
promptly notified the Contractor and the Surety (at the address described in

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      I-1

<PAGE>

Paragraph 12) of any claims; demands, liens or suits and tendered defense of
such claims, demands, liens or suits to the Contractor and the Surety, and
provided there is no Owner Default.

         3. With respect to Claimants, this obligation shall be null and void if
the Contractor promptly makes payment, directly or Indirectly, for all sums due.

         4. The Surety shall have no obligation to Claimants under this Bond
until:

                  4.1 Claimants who are employed by or have a direct contract
with the Contractor have given notice to the Surety (at the address described in
Paragraph 12) and sent a copy, or notice thereof, to the owner, stating that a
claim is being made under this Bond and, with substantial accuracy, the amount
of the claim.

                  4.2 Claimants who do not have a direct contract with the
Contractor:

                                    4.2.1 Have furnished written notice to the
                  Contractor and sent a copy, or notice thereof, to the Owner,
                  within 90 days after having last performed labor or last
                  furnished materials or equipment included in the claim
                  stating, with substantial accuracy, the amount of the claim
                  and the name of the party to whom the materials were furnished
                  or supplied or for whom the labor was done or performed; and

                                    4.2.2 Have either received a rejection in
                  whole or in part from the Contractor, or not received within
                  30 days of furnishing the above notice any communication from
                  the Contractor by which the Contractor has indicated the claim
                  will be paid directly or Indirectly; and

                                    4.2.3 Not having been paid within the above
                  30 days, have sent a written notice to the Surety (at the
                  address described in Paragraph 12) and sent a copy, or notice
                  thereof, to the Owner, stating that a claim is being made
                  under this Bond and enclosing a copy of the previous written
                  notice furnished to the Contractor.

         5. If a notice required by Paragraph 4 is given by the Owner to the
Contractor or to the Surety that is sufficient compliance.

         6. When the Claimant has satisfied the conditions of Paragraph 4, the
Surety shall promptly and at the Surety's expense take the following actions:

                  6.1 Send an answer to the Claimant, with a copy to the Owner,
within 45 days after receipt of the claim, stating the amounts that are
undisputed and the basis for challenging any amounts that are disputed.

                  6.2 Pay or arrange for payment of any undisputed amounts.

         7. The Surety's total obligation shall not exceed the amount of this
Bond, and the amount of this Bond shall be credited for any payments made in
good faith by the Surety.

         8. Amounts owed by the Owner to the Contractor under the Construction
Contract shall be used for the performance of the Construction Contract and to

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      I-2

<PAGE>

satisfy claims, if any, under any Construction Performance Bond. By the
Contractor furnishing and the Owner accepting this Bond, they agree that all
funds earned by the Contractor in the performance of the Construction Contract
are dedicated to satisfy obligations of the Contractor and the Surety under this
Bond, subject to the Owner's priority to use the funds for the completion of the
work.

         9. The Surety shall not be liable to the Owner, Claimants or others for
obligations of the Contractor that are unrelated to the Construction Contract.
The Owner shall not be liable for payment of any costs or expenses of any
Claimant under this Bond, and shall have under this Bond no obligation to make
payments to, give notices on behalf of, or otherwise have obligations to
Claimants under this Bond.

         10. The Surety hereby waives notice of any change, including changes of
time, to the Construction Contract or to related subcontracts, purchase orders
and other obligations.

         11. No suit or action shall be commenced by a Claimant under this Bond
other than in a court of competent jurisdiction in the location in which the
work or part of the work is located or after the expiration of one year from the
date (1) on which the Claimant gave the notice required by Subparagraph 4.1 or
Clause 4.2.3, or (2) on which the last labor or service was performed by anyone
or the last materials or equipment were furnished by anyone under the
Construction Contract, whichever of (1) or (2) first occurs. If the provisions
of this Paragraph are void or prohibited by law, the minimum period of
limitation available to sureties as a defense in the jurisdiction of the suit
shall be applicable.

         12. Notice to the Surety, the Owner or the Contractor shall be mailed
or delivered to the address shown on the signature page. Actual receipt of
notice by Surety, the Owner or the Contractor, however accomplished, shall be
sufficient compliance as of the date received at the address shown on the
signature page.

         13. When this Bond has been furnished to comply with a statutory or
other legal requirement in the location where the construction was to be
performed, any provision in this Bond conflicting with said statutory or legal
requirement shall be deemed deleted herefrom and provisions conforming to such
statutory or other legal requirement shall be deemed incorporated herein. The
intent is that this Bond shall be construed as a statutory bond and not as a
common law bond.

         14. Upon request by any person or entity appearing to be a potential
beneficiary of this Bond, the Contractor shall promptly furnish a copy of this
Bond or shall permit a copy to be made.

         15. DEFINITIONS

                  15.1 Claimant: An individual or entity having a direct
contract with the Contractor or with a subcontractor of the Contractor to
furnish labor, materials or equipment for use in the performance of the
Contract. The intent of this Bond shall be to include without limitation in the
terms "labor, materials or equipment" that part of water, gas, power, light,
heat, oil, gasoline, telephone service or rental equipment used in the
Construction Contract, architectural and engineering services required for

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      I-3

<PAGE>

performance of the work of the Contractor and the Contractor's subcontractors,
and all other items for which a mechanic's lien may be asserted in the
jurisdiction where the labor, materials or equipment were furnished.

                  15.2 Construction Contract: The agreement between the Owner
and the Contractor identified on the signature page, including all Contract
Documents and changes thereto.

                  15.3 Owner Default: Failure of the Owner, which has neither
been remedied nor waived, to pay the Contractor as required by the Construction
Contract or to perform and complete or comply with the other terms thereof.

MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
This bond is subject to the attached Dual Obligee Rider dated [              ].
________________________________________________________________________________
________________________________________________________________________________
(Space is provided below for additional signatures of added parties other than
those appearing on the cover page.)


CONTRACTOR AS PRINCIPAL                  SURETY                                 
                  (Corporate Seal)                         (Corporate Seal)     
Company:_______________________________  Company:_______________________________
Address:_______________________________  Address:_______________________________
Name and Title:________________________  Name and Title:________________________
Signature:_____________________________  Signature:_____________________________

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      I-4

<PAGE>

                               DUAL OBLIGEE RIDER

                  (TO BE ATTACHED TO BOND AT TIME OF ISSUANCE) TO BE ATTACHED TO
AND FORM PART OF Performance and Payment Bond NO. __________, dated concurrently
with the execution of this Rider, issued by the _______________, a _____________
corporation, as Surety, on behalf of Fagen, Inc., as Principal, and in favor of
_________________, as Obligee. IT IS HEREBY UNDERSTOOD AND AGREED that the above
described bond(s) are hereby amended to include the following paragraph:
Notwithstanding anything contained herein to the contrary, there shall be no
liability on the part of the Principal or Surety under this bond to the
Obligees, or either of them, unless the Obligees, or either of them, shall make
payments to the Principal or to the Surety in case it arranges for completion of
the Contract upon default of the Principal, strictly in accordance with the
terms of said Contract as to payments, and shall perform all the other
obligations required to be performed under said Contract at the time and in the
manner therein set forth. IT IS FURTHER UNDERSTOOD AND AGREED that nothing
herein contained shall be held to change, alter or vary the terms of the above
described bond(s) except as hereinbefore set forth. SIGNED, SEALED AND DATED
this ____ day of _____________, 200_.



                                               Fagen, Inc.


                                               ---------------------------------
                                               (Contractor)


                                               By:                         
                                                  ------------------------------



                                               [                   ]

                                               ---------------------------------
                                               (Surety)




                                               By:                              
                                                  ------------------------------

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      I-5

<PAGE>

                                    EXHIBIT J

                                  Work Schedule


<TABLE>
<CAPTION>
                                                                  NUMBER OF DAYS TO BE COMPLETED
OWNER'S RESPONSIBILITIES                                              AFTER NOTICE TO PROCEED
-------------------------------------------------------------- ------------------------------------
<S>                                                                           <C> 
Notice to Proceed                                                              **
Obtain Builder's Risk policy in the amount of the Contract                     **
Price, obtain Boiler and Machinery Insurance, and obtain
Terrorism Coverage per TRIA
-------------------------------------------------------------- ------------------------------------
Storm Water Permits Complete                                                   **
-------------------------------------------------------------- ------------------------------------
Natural Gas/Propane Supply Agreements Complete                                 **
-------------------------------------------------------------- ------------------------------------
Water Supply and Service Agreements Complete                                   **
-------------------------------------------------------------- ------------------------------------
NPDES Discharge Point Selected                                                 **
-------------------------------------------------------------- ------------------------------------
Electrical Service                                                             **
-------------------------------------------------------------- ------------------------------------
Wastewater Discharge System Complete                                           **
-------------------------------------------------------------- ------------------------------------
Operating Permits Complete                                                     **
-------------------------------------------------------------- ------------------------------------
Discharge Permits Complete                                                     **
-------------------------------------------------------------- ------------------------------------
Pumphouse/Water System Complete                                                **
-------------------------------------------------------------- ------------------------------------
Fire Protection System Complete                                                **
-------------------------------------------------------------- ------------------------------------
Administration Building Complete                                               **
-------------------------------------------------------------- ------------------------------------
Paving (Plant Roads) Complete                                                  **
-------------------------------------------------------------- ------------------------------------
Rail Spur Complete                                                             **
-------------------------------------------------------------- ------------------------------------
Employees Hired and Ready for Training                                         **
-------------------------------------------------------------- ------------------------------------
Natural Gas Pipeline Complete                                                  **
-------------------------------------------------------------- ------------------------------------

<CAPTION>
                                                                NUMBER OF DAYS TO BE COMPLETED
DESIGN-BUILDER'S RESPONSIBILITIES                                  AFTER NOTICE TO PROCEED
-------------------------------------------------------------- ------------------------------------
<S>                                                                           <C> 
Substantial Completion                                                         485
-------------------------------------------------------------- ------------------------------------
Final Completion                                                               545
-------------------------------------------------------------- ------------------------------------
</TABLE>

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

Green Plains Renewable Energy, Inc.
January 13, 2006

                                      J-1

<PAGE>

                                    EXHIBIT K

                       Preliminary Construction Documents
















Green Plains Renewable Energy, LLC
October 6, 2005
                                       K-1

<PAGE>

<TABLE>
<CAPTION>
                                                   EXHIBIT L
                
                                           Draw (Payment) Schedule



        MONTH                           BILLING                                            TOTAL BILLING
----------------------- -------------------------------- --------------------------- --------------------------
<S>                             <C>                       <C>                         <C>  
                     1          $                   **    $                     **                         **%
                     2          $                   **    $                     **                         **%
                     3          $                   **    $                     **                         **%
                     4          $                   **    $                     **                         **%
                     5          $                   **    $                     **                         **%
                     6          $                   **    $                     **                         **%
                     7          $                   **    $                     **                         **%
                     8          $                   **    $                     **                         **%
                     9          $                   **    $                     **                         **%
                    10          $                   **    $                     **                         **%
                    11          $                   **    $                     **                         **%
                    12          $                   **    $                     **                         **%
                    13          $                   **    $                     **                         **%
                    14          $                   **    $                     **                         **%
                    15          $                   **    $                     **                         **%
                    16          $                   **    $                     **                         **%
                                $           55,881,454
----------------------- -------------------------------- --------------------------- --------------------------
</TABLE>


         Payments related to the Design and Construction of the Water
Pre-Treatment System under the ** allowance will occur within the first 180 days
of the Notice To Proceed and will be additive to the above Draw Schedule.

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

Green Plains Renewable Energy, LLC
October 6, 2005     
                                       L-1

<PAGE>

                                    EXHIBIT M

                       Air Emissions Application or Permit











Green Plains Renewable Energy, LLC
October 6, 2005
                                       M-1

<PAGE>


                                    EXHIBIT N

               Phase I and Phase II Engineering Services Agreement










Green Plains Renewable Energy, LLC
October 6, 2005
                                       N-1

<PAGE>


                        LUMP SUM DESIGN-BUILD AGREEMENT


                              PHASE I AND PHASE II


                         ENGINEERING SERVICES AGREEMENT


                                     BETWEEN


                       GREEN PLAINS RENEWABLE ENERGY, INC


                                       AND


                             FAGEN ENGINEERING, LLC


                                 October 4, 2005





<PAGE>

                                TABLE OF CONTENTS


                                                                            Page


Article 2 Definitions; Rules of Interpretation.................................1

   1.1      Rules of Construction..............................................1
   1.2      Defined Terms......................................................2

Article 2 Retention of Agent...................................................4

   2.1      Retention of Services..............................................4

Article 3 Engineer Responsibilities............................................4

   3.1      Services...........................................................4
   3.2      Phase I Design Package.............................................4
   3.3      Delivery of Phase I Design Package.................................4
   3.4      The Phase II Design Package........................................4
   3.5      Delivery of Phase II Design Package................................5
   3.6      Delays.............................................................5
   3.7      Utility Routing and Design Services Limited........................5

Article 4 Client Responsibilities..............................................5

    4.1     Client's Representative............................................5
    4.2     Client's Requirements..............................................6
    4.3     Other Information..................................................6
    4.4     Access to Property.................................................6
    4.5     Review of Documents................................................6
    4.6     Consents, Approvals, Licenses, and Permits.........................6
    4.7     Bids...............................................................6
    4.8     Other Services.....................................................6
    4.9     Services Outside Scope of Engineer's Services......................6
    4.10    Deviation from Design..............................................6
    4.11    Developments Affecting Scope or Timing of Services.................7

Article 5 Compensation And Payment.............................................7

    5.1     Compensation.......................................................7
    5.2     Reimbursement of Engineer Expenses.................................7
    5.3     Reimbursement of Subcontractor Expenses............................7
    5.4     Fees for Work Outside Scope of Services............................7
    5.5     Collection of Unpaid Amounts.......................................7
    5.6     Reimbursement Schedules Subject to Change..........................7
    5.7     Invoices...........................................................8
    5.8     Payment............................................................8
    5.9     Late Payment and Interest..........................................8
    5.10    Suspension for Failure to Pay......................................8


Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005
                                        i

<PAGE>

                                Table of Contents
                                   (continued)

                                                                            Page

    5.11    Payment............................................................8
    5.12    Withholding Payments...............................................8
    5.13    Purchase Orders....................................................8
    5.14    Changes in Project.................................................8

Article 6 Construction Cost And Cost Estimates.................................8

    6.1     Cost Estimates.....................................................8

Article 7 Termination..........................................................9

    7.1     Termination Upon Default...........................................9
    7.2     Termination Upon Abandonment of Plant..............................9

Article 8 Ownership of Work Product............................................9

    8.1     Work Product.......................................................9
    8.2     Copies Provided to Client..........................................9
    8.3     Prohibited Use of Work Product.....................................9
    8.4     Derogation of Engineer's Rights to Work Product....................9

Article 9 Successors and Assigns..............................................10

    9.1     Successors........................................................10
    9.2     Written Consent Required..........................................10
    9.3     No Third-Party Beneficiaries......................................10

Article 10 Warranty...........................................................10

   10.1     No Warranty Extended..............................................10
   10.2     No Responsibility for Construction................................10

Article 11 Indemnification....................................................10

   11.1     Engineer's Indemnification........................................10
   11.2     Client's Indemnification..........................................11
   11.3     Hazardous Materials Indemnification...............................11

Article 12 Dispute Resolution.................................................11

   12.1     Arbitration.......................................................11

Article 13 Confidentiality....................................................12

   13.1     Non-Disclosure Obligation.........................................12
   13.2     Publicity and Advertising.........................................12
   13.3     Term of Obligation................................................12

Article 14 Miscellaneous......................................................12

   14.1     Governing Law.....................................................12
   14.2     Severability......................................................12
   14.3     No Waiver.........................................................13

Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005
                                       ii

<PAGE>

                                Table of Contents
                                   (continued)

                                                                            Page

   14.4     Captions and Headings.............................................13
   14.5     Engineer's Accounting Records.....................................13
   14.6     Counterparts......................................................13
   14.7     Survival..........................................................13
   14.8     No Privity with Client's Contractors..............................13
   14.9     Amendments........................................................13
   14.10    Entire Agreement..................................................13
   14.11    Notice............................................................13
   14.12    Extent of Agreement...............................................14
   14.13    Subrogation Waiver................................................14

EXHIBIT A   Fee Schedule.......................................................1
EXHIBIT B   Reimbursable Expense Schedule......................................2
EXHIBIT C   Client's Deliverable Site Obligations..............................3


Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005
                                       iii

<PAGE>

                              PHASE I AND PHASE II

                         ENGINEERING SERVICES AGREEMENT


         THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the
"Agreement") is made as of October 4, 2005, (the "Effective Date") by and
between Green Plains Renewable Energy, Inc., an Iowa Incorporated Company (the
"Client") and Fagen Engineering, LLC a Minnesota Limited Liability Company (the
"Engineer"). Each of the Client and Engineer are referred to herein individually
as a "Party" and collectively as the "Parties."

                                    RECITALS

         WHEREAS, Client is developing a 50 million gallons per year dry grind
ethanol production facility to be located in Shenandoah, Iowa (the "Plant") to
be owned and operated by Client; and

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

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

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound by this
Agreement, the parties do hereby agree as follows:
Article 1
                      Definitions; Rules of Interpretation

         1.1 Rules of Construction.

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

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

         21.13.2  (b) References to "Articles," "Sections," "Schedules," or
                  "Exhibits" shall be to Articles, Sections, Schedules or
                  Exhibits of this Agreement.

         (c)      This Agreement was negotiated and prepared by each of the
                  Parties with the advice and participation of counsel. The
                  Parties have agreed to the wording of this Agreement and none
                  of the provisions hereof shall be construed against one Party
                  on the ground that such Party is the author of this Agreement
                  or any part hereof. The following definitions will apply in
                  this Agreement: 

         1.2 Defined Terms.

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

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

Applicable Law means

         (a)      any and all laws, legislation, statutes, codes, acts, rules,
                  regulations, ordinances, treaties or other similar legal
                  requirements enacted, issued or promulgated by a Governmental
                  Authority;
         (b)      any and all orders, judgments, writs, decrees, injunctions,
                  Governmental Approvals or other decisions of a Governmental
                  Authority; and
         (c)      any and all legally binding announcements, directives or
                  published practices or interpretations, regarding any of the
                  foregoing in (a) or (b) of this definition, enacted, issued or
                  promulgated by a Governmental Authority;

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

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

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

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

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

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

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Engineer Responsible Parties will have the meaning given to such term in Section
4.10.

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

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

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

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

Phase I Deliverables will mean the Client's deliverable obligations pursuant to
Exhibit C attached to this Agreement.

Phase I Design Package will have the meaning given to such term in Section 3.2.

Phase II Deliverables will mean the Client's deliverable obligations pursuant to
Exhibit C

Phase II Design Package will have the meaning given to such term in Section 3.4.
Attached to this Agreement.

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

Project will mean the Plant, together with all equipment, labor, services and
materials furnished under the Design-Build Agreement.

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

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

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

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

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                                   Article 2
                             Retention of the Agent

         2.1 Retention of Services. On the terms and subject to the conditions
hereinafter set forth, Client hereby retains Engineer to perform, and Engineer
hereby agrees to perform, the Services. Engineer will provide such Services
solely pursuant to the terms and conditions set forth herein including any
indemnifications and limitations on liability.

                                   Article 3
                            Engineer Responsibilities

         3.1 Services. Engineer shall perform the Phase I Design Package and
Phase II Design Package engineering services necessary to facilitate Client's
completion of the Phase I and Phase II Site work required of Client prior to the
issuance of a Notice to Proceed pursuant to the Design-Build Agreement
(collectively, the "Services").

         3.2 Phase I Design Package. (Grading and Drainage). The Phase I Design
Package to be provided by Engineer shall consist of the engineering and design
of the Plant Site and shall include the following drawings:

         a) Cover Sheet 
         b) Property Layout Drawing
         c) Grading, Drainage and Erosion Control Plan Drawing (Multiple 
            Drawings if Required) 
            i.  Used for Land Disturbance Permitting 
            ii. Site grading is held 6-inches low for topsoil and seeding 
         d) Roadway Alignment Drawing 
         e) Culvert Cross Sections and Details (Multiple Drawings)
         f) Seeding and Landscaping (If Required)

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

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

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

         a) Cover Sheet
         b) Property Layout Drawing
         c) Site Grading and Drainage Drawing (Final Interior Plant Grading)

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         d) Roadway Alignment
         e) Utility Layout (Fire Loop)
         f) Utility Layout (Potable Water)
         g) Utility Layout (Well Water) if using on-Site wells
         h) Utility Layout (Sanitary Sewer)
         i) Utility Layout (Utility Water Blowdown)
         j) Utility Layout (Natural Gas)
            i. Fagen Engineering provides a preferred routing through the Site,
               line size and pipe specifications are typically provided by the 
               gas supplier.
         k) Geometric Layout (For Project Control Verification)
         l) Site Utility Piping Tables Drawing
         m) Tank Farm Layout Drawing
         n) Tank Farm Details Drawing
         o) Sections and Details Drawing (If required)
         p) Miscellaneous Details Drawing (If required)

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

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

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

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

                                   Article 4
                             Client Responsibilities

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

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

         4.3 Other Information. Prior to the commencement of Services by
Engineer, Client shall provide Engineer with all other information available to
Client and pertinent to the Project and the Services including, but not limited
to, all items required pursuant to Exhibit C. The items required by Client
pursuant to this Section 4.3 shall be furnished at Client's expense, and
Engineer shall be entitled to rely upon the accuracy and completeness thereof.

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

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

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

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

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

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

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

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work required of Client prior to the issuance of a Notice to Proceed pursuant to
the Design-Build Agreement, a failure to follow Engineer's recommendation and
such deviation or failure caused the claims.

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

                                   Article 5
                            Compensation and Payment

         5.1 Compensation. In consideration of its performance of the Services,
Client shall pay Engineer for Engineer's time in the performance of the Services
at a fixed fee of $** ("Fixed Fee") as compensation. Engineer's compensation
under this Section 5.1 shall be pursuant to the Fee schedule attached hereto as
Exhibit A, as such schedule may be modified from time to time. The full amount
of compensation paid by Client under this Section 5.1 shall be included in and
credited to the Design-Build Agreement's contract price if entered into upon
payment in full by Client.

         5.2 Reimbursement of Engineer Expenses. In addition to the fixed fee in
5.1, Client shall reimburse Engineer for its expenses related to the performance
of the Services in accordance with Engineer's current reimbursable expense
schedule attached hereto as Exhibit B.

         5.3 Reimbursement of Subcontractor Expenses.

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

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

         5.4 Fees for Work Outside Scope of Services. Fees for all work outside
the scope of Engineer's responsibilities described in Article 3, including
change order work, shall be computed in accordance with Engineer's current fee
schedules, attached hereto as Exhibits A and B, as such schedules may be revised
from time to time, unless otherwise agreed to in writing.

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

---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

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         5.6 Reimbursement Schedules Subject to Change. Engineer's reimbursement
schedule and reimbursable expense schedule attached hereto as Exhibits A and B
are subject to change on January 1 of each year.

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

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

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

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

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

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

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

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

                                   Article 6
                      Construction Cost and Cost Estimates

         6.1 Cost Estimates. Client and Engineer acknowledge that Engineer has
no control over cost of labor, materials, equipment of services furnished by
others, over contractors' methods of determining prices, or other competitive
bidding or market conditions and that Engineer's estimates of Project
construction cost will be made on the basis of its employees' experience and
qualifications and will represent Engineer's employees' best judgment as

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experienced and qualified professionals, familiar with the construction
industry. Engineer does not guarantee that proposal, bids, or actual
construction cost will not vary from its estimates of Project cost and Client
acknowledges the same.

                                   Article 7
                                   Termination

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

         7.2 Termination Upon Abandonment of Plant. Client may terminate
Engineer's obligation to provide further services upon twenty (20) days' written
notice if Client abandons development of the Plant. In such event, all past due
amounts for services rendered (including Subcontractor's fees, if any) and any
unpaid reimbursable expenses shall be immediately due and payable by Client.

                                   Article 8
                            Ownership of Work Product

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

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

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

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

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                                   Article 9
                             Successors and Assigns

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

         9.2 Written Consent Required. Neither Party shall assign, sublet, or
transfer any interest in this Agreement without written consent of the other;
provided, however, that Engineer may employ such Subcontractors as it may deem
appropriate and may transfer or assign any interest in this Agreement or the
Work Product to Design-Builder without consent of Client.

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

                                   Article 10
                                    Warranty

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

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

                                   Article 11
                                 Indemnification

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

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

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

                                   Article 12
                         Article 22 Dispute Resolution

         12.1 Arbitration. In an effort to resolve any conflicts that arise out
of or relate to this Agreement, the Client and the Engineer agree that all
disputes shall be submitted first to nonbinding mediation. If mediation does not
resolve the conflicts, the controversy shall be decided by final and binding
arbitration conducted in Minneapolis, Minnesota in accordance with the
Construction Industry Arbitration Rules of the American Arbitration Association
then in effect, unless the Parties mutually agree otherwise.

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

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

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

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                                   Article 13
                                 Confidentiality

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

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

         13.3 Term of Obligation. The confidentiality obligations of the Parties
pursuant to this Article 13 shall survive the expiration or other termination of
this Agreement.


                                   Article 14
                                  Miscellaneous

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

         14.2 Severability. If any provision or any part of a provision of the
Agreement shall be finally determined to be superseded, invalid, illegal, or
otherwise unenforceable pursuant to any applicable Legal Requirements, such
determination shall not impair or otherwise affect the validity, legality, or

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enforceability of the remaining provision or parts of the provision of the
Agreement, which shall remain in full force and effect as if the unenforceable
provision or part were deleted.

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

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

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

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

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

         14.8 No Privity with Client's Contractors. Nothing in this Agreement is
intended or deemed to create any legal or contractual relationship between
Engineer and any Client contractor or subcontractor retained to perform the
Phase I and Phase II Site work required of Client prior to the issuance of a
Notice to Proceed pursuant to the Design-Build Agreement.

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

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

         14.11 Notice. Whenever the Agreement requires that notice be provided
to a Party, notice shall be delivered in writing to such party at the address
listed below. Notice will be deemed to have been validly given if delivered (i)
in person to the individual intended to receive such notice, (ii) by registered
or by certified mail, postage prepaid to the address indicated in the Agreement

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within four (4) days after being sent, or (iii) by facsimile, by the time stated
in a machine-generated confirmation that notice was received at the facsimile
number of the intended recipient.

         If to Engineer, to:
                  Fagen Engineering LLC
                  501 W. Highway 212
                  P. O. Box 159
                  Granite Falls, MN  56241
                  Attention: John Austgen
                  Fax:  (320) 564-4861

         with a copy to:
                  Fagen, Inc.
                  501 W. Highway 212
                  P. O. Box 159
                  Granite Falls, MN  56241
                  Attention: Bruce Langseth
                  Fax:  (320) 564-3278

         If to Client, to:
                  Mr. Barry Elsworth 
                  Green Plains Renewable Energy, LLC 
                  9635 Irvine Bay Ct. 
                  Las Vegas, NV 89147

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

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

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IN WITNESS WHEREOF, the Parties hereto have caused their names to be hereunto
subscribed by their officers thereunto duly authorized, intending thereby that
this Agreement shall be effective as of this October 4, 2005.

GREEN PLAINS RENEWABLE ENERGY, INC.


By:__________________________________

Title:_______________________________

Address for giving notices:

9635 Irvine Bay Ct.
Las Vegas, NV 89147

FAGEN ENGINEERING, LLC


By:__________________________________

Title:_______________________________

Address for giving notices:

501 West Highway 212
PO Box 159
Granite Falls, MN 56241

Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005

                                       15

<PAGE>

                                    EXHIBIT A

                              FAGEN ENGINEERING LLC

                              Fee Schedule FY 2005


**







                       Subject to Revision January 1, 2006



---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005

                                       1

<PAGE>

                                    EXHIBIT B

                              Fagen Engineering LLC
                          Reimbursable Expense Schedule

                            Effective January 1, 2005

**


                       Subject to Revision January 1, 2006







---------------
The "**" marks the location of information that has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005

                                       2

<PAGE>

                                    EXHIBIT C

                      Client's Deliverable Site Obligations

                              Phase I Deliverables

         Prior to Engineer's commencement of the Phase I Design Package work,
the Client shall provide Engineer with the following Phase I Deliverables:

1.       A legal description of the Site
2.       Temporary and permanent easements, zoning, and other requirements and
         encumbrances affecting land use or necessary to permit the proper
         design and construction of the Project and enable Design-Builder to
         perform the Work
3.       To the extent available, as-built and record drawings of any existing
         structures at the Site
4.       Environmental studies, reports and impact statements describing the
         environmental conditions, including Hazardous Conditions, in existence
         at the Site
5.       Preliminary approval from Client's Rail service provider of rail design
         as prepared by Client's Rail Designer. 
6.       Client's written approval of final site layout including rail design
         and environmental permitting emission points.
7.       Review, comment, and written approval of Client's air permit
         application.
8.       Topographic Survey to one (1) foot contours including property
         boundaries and at least two (2) benchmarks including existing service
         and utility lines.
9.       Soil borings logs for all soil borings complete at Engineer's specified
         locations.
10.      Geotechnical Report regarding subsurface conditions with Client's
         Geotechnical Engineer's recommendations from Engineer approved
         Geotechnical Engineer (Terracon is preferred) including soil borings,
         and any other surveys or information available describing other latent
         or concealed physical conditions at the Site.
11.      On-site location for Storm Water discharge.
12.      Preliminary NPDES discharge location for water discharges from utility
         discharges including, but not limited to the water pre-treatment
         system, water softeners, and cooling tower blowdown.
13.      Preliminary indication of source, analysis, and location of Client's
         water supply.
14.      Client's risk insurance provider's specific requirements for fire
         protection or approval to design fire protection to Liberty Insurance
         standards.
15.      Any special sizing or other requirements for ethanol storage tank farm.
16.      Preliminary location and design of administration building.

                 
Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005

                                        3

<PAGE>

                              Phase II Deliverables

         Prior to Engineer's commencement of the Phase II Design Package work,
the Client shall provide Engineer with the following Phase II Deliverables:

1.       Final location, source and quality of Client's water supply.
2.       Off-site utility tie-in locations at or near the property lines (this
         includes, but is not limited to, gas supply, electrical supply, water
         supply if no on-site wells, on-site or off-site sanitary sewer)
3.       Final NPDES discharge location for Utility Water Blowdown.
4.       An insurance provider to allow the proper positioning and number of
         required hydrants and hydrants with monitors. 
5.       Written approval of final rail design from the Client's rail service 
         provider.
6.       Final location and design (general arrangement) of the Client's
         administration building. 
7.       Final water pre-treatment design and operating parameters.
8.       Design and location of sanitary sewer discharge point of septic system.

Green Plains Renewable Energy, Inc.
Phase I and Phase II Engineering Agreement
October 4, 2005

                                       4


                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT



Effective Date: 09/15/2005                           Expiration Date: 09/14/2015

1. INTRODUCTION
This Allowance Contract ("Contract") is entered into 09/15/2005 by and between
the party ("Customer") named and identified herein and the rail carrier(s)
("Railroad") named and identified herein.

GREEN PLAINS RENEWABLE ENERGY INC
9635 IRVINE BAY COURT, LAS VEGAS, NV. 89147

BNSF RAILWAY CO
PO BOX 961069, FORT WORTH, TX. 76161 -0069

Railroad agrees to perform the transportation for its portion of the Route(s) as
specified in this Contract in exchange for Customer's utilization of Railroad in
said movements. This Contract, including all amendments thereto and incorporated
Transportation Services Agreement ("TSA") as defined below, comprises the entire
Contract and merges and supersedes all prior understandings and representations
between Customer and Railroad concerning the subject matter. As used in this
Contract, references to the Contract shall include amendments thereto and the
TSA as applicable.

The terms as set forth in this Contract have been arrived at after mutual
negotiation and, therefore, it is the intention of the parties that its terms
may not be construed against any of the parties
 by reason of the fact that it
was prepared by one of the parties. The parties to this Contract will protect
the confidentiality of the terms and conditions of this Contract. Only where a
party is required by a court of competent jurisdiction or federal agency to
reveal any of the terms and provisions of this Contract, or where all parties
give their written consent to disclosure, will disclosure be allowed. The party
making disclosure will notify the others in advance of such disclosure. If a
third party requests a transportation contract to cover traffic moving in whole
or in part under this Contract, Customer or Railroad may advise that a Contract
covering the traffic exists and may reveal its duration and the identity of the
parties to the Contract. Nothing in this confidentiality provision will preclude
the use of this Contract by any party hereto to obtain financing.

Customer warrants it is the purchaser of transportation services covered by this
Contract. At the request of Railroad, Customer shall make available to Railroad,
Railroad's employees or Railroad's designated agent acceptable to Customer, at a
reasonable time during normal business hours, records relating to this Contract.

2. TERM

This Contract becomes effective on 09/15/2005 and shall remain in effect through
09/14/2015.

3. RENEWABILITY

This Contract may only be renewed by mutual consent of the parties.


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT


4. TRANSPORTATION SERVICE AGREEMENT

Railroad shall transport the commodity(ies) ("Commodity") as named in the TSA,
including all incorporated attachments thereto attached hereto and made part of
this Contract for Customer from the origin(s) ("Origin(s)") to the
destination(s) ("Destination(s)") via the route(s) ("Route(s)") as set forth in
the TSA attached hereto and incorporated herein. Rates and charges and
adjustments thereto for shipments under this Contract are as shown in the TSA.
In the event of any conflict between this Contract and the TSA, the TSA shall
govern.

5. EQUIPMENT

Equipment used under this Contract and Amendments thereto shall be as described
in the aforementioned TSA and in the Official Railway Equipment Register, RER
6412-Series.

Private Equipment:

When the equipment used under this Contract is privately owned or leased
equipment of the Customer ("Private Equipment"), the following shall apply:

The Private Equipment used under this Contract shall be in serviceable condition
for the safe transportation of commodity over rail lines and shall comply with
all applicable statutes, regulations, rules, tariffs/rules books,
classifications, standards and practices that would govern in the absence of
this Contract. Compliance with the foregoing shall in no way relieve any party
from any liabilities otherwise assumed under this Contract and it shall be the
responsibility of the party providing the Private Equipment in any case to
assure such compliance.

Use of Private Equipment is limited to cars which have been authorized by
Railroad to operate over the rail lines of Railroad. Where OT-5 approval is
applicable or required, this Contract does not commit Railroad to accept Private
Equipment that does not have OT-5 approval from Railroad.

Railroad shall not be liable to Customer, and Customer shall indemnify and hold
harmless Railroad, for all loss (including without limitation attorney's fees
and other costs of litigation), damage or injury due to (a) any defects in
Private Equipment, (b) improper loading practices, failure to properly close,
secure and tender loaded or empty Private Equipment, (c) failure by the Customer
(or its agents or contractors) to comply with the representations, warranties
and covenants made in this Contract and with the rules applicable to Customer
with respect to the movement of commodities contemplated by this Contract.

Acceptance of the Private Equipment and commodity in interchange by Railroad
will not relieve Customer of its obligations under this Contract and shall not
constitute waiver by Railroad of the obligations of Customer under this
Contract.

Customer warrants that its interest in the equipment used under the Contract is
sufficient to permit it to waive full payment of mileage allowances. Customer
and Railroad agree that Railroad will not be liable for mileage allowances in
excess of the obligation outlined in said TSA. In the event that a party other
than Customer submits a claim to Railroad for mileage allowance payments in
excess of Railroad's obligation under this Contract, Customer shall, at
Railroad's option either (1) release, defend and indemnify Railroad from said
claim including attorney's fees and cost of litigation, or (2) reimburse
Railroad for excess mileage allowances paid by Railroad within thirty (30) days
of notice by Railroad.

Railroad Equipment:

When the equipment is Railroad owned or leased, Railroad will provide this
equipment consistent with its common carrier obligation.


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT


Railroad reserves the right to furnish any type or size of equipment that meets
the above description to fill car orders under this Contract and TSA.

6. HAZARDOUS MATERIAL TRANSPORTATION

If hazardous materials/waste is to be transported under this Contract, Equipment
used under this Contract or TSA shall be as described in the aforementioned TSA
and in the Official Railway Equipment Register, RER 6412-Series and tendered to
Railroad in accordance with all applicable Hazardous Material Regulations of the
U. S. Department of Transportation (DOT), as published in 49 C.F.R. Each bill of
lading shall contain all information required by all applicable Rules (as
defined below) governing the transportation of hazardous material/waste.

All shipments of any of the hazardous materials/waste tendered to Railroad under
this Contract or TSA will be prepared for shipment, loaded and unloaded pursuant
to all applicable Rules concerning the handling, packaging, disposing and
transportation of hazardous materials/waste, including without limitation the
Hazardous Materials Transportation Act (49 U.S.C. 1801 et. seq.), the Resource
Conservation and Recovery Act of 1976 (RCRA) (42 U.S.C 6901 et. seq.) and the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. 9615 et. seq.).

In the event of any leakage, release, spillage, dumping or other discharge of
the commodity Customer shall provide prompt advice with respect to the proper
method of cleanup, disposal and other remedial actions to take with respect to
such discharge and both parties shall cooperate fully to the extent reasonably
necessary to expeditiously and prudently abate or eliminate any hazard and to
meet the requirements of all applicable Rules: PROVIDED, HOWEVER, that nothing
contained in this paragraph shall alter the responsibilities and obligations of
Customer nor the responsibilities and obligations of Railroad under this
Contract or TSA.

7. GOVERNING PROVISIONS

Except as otherwise provided for in this Contract, shipments moving under this
Contract will be governed by the tariffs/rules books, exempt circulars, rate
memorandums, rules and regulations, including BNSF Rules Book 6100-Series, which
would apply if this Contract were not in effect, except that origin and
destination intermediate application rules will not apply. Customer acknowledges
that it has received a copy of BNSF Rules Book 6100-Series. If, for any reason,
any rule, regulation, or provision of any tariff/rules book, exempt circular or
rate memorandum referenced under this Contract is canceled or becomes
inapplicable, the last published provision that would have been applied will
govern. In the event of conflict between the above-referenced rules,
regulations, etc., which are herein incorporated by general reference, and this
Contract, this Contract shall govern.

Railroad's obligation to provide service under this Contract shall be no greater
than it would be as a common carrier. Services or other matters not specifically
addressed in this Contract, including but not limited to, loss and damage
liability and settlement, credit and collection, and track weight limitations,
shall continue to be governed by rules, regulations, tariffs/rules books, and
statutory provisions, as amended from time to time, which would apply if it were
not for this Contract, and which are incorporated herein by reference.

Shipments under this Contract shall be governed by the terms and conditions set
forth in the Uniform Straight Bill of Lading ("Bill of Lading") and are
incorporated herein by reference and made a part hereof as if fully herein set
forth; provided, however, that in the event of any conflict between said terms
and conditions and any other provisions of this Contract and the TSA, the
provisions of this Contract and the TSA shall govern.

8. DEMURRAGE PROVISIONS


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT


Provisions of the applicable Demurrage tariffs/rules books will govern, except
as otherwise noted herein or in the applicable TSA.

9. ALLOWANCE CONDITION

For each shipment made under this Contract, Railroad agrees to pay the
allowance(s) specified in the TSA.

Customer must submit an electronic claim for allowance in writing on such basis
as detailed in said TSA to callowance@bnsf.com. Such basis commencing with the
Effective Date of this Contract ("Allowance Period") specifying the volume it
has shipped under this Contract during that Allowance Period.

Electronic claim must include waybill date, waybill number, car initial, car
number, claim amount, and any other applicable data in support of the
requirements of this Contract. Each electronic claim shall contain reference to
this BNSF Contract Number. In the event the customer is delinquent on any
outstanding BNSF payments or charges, unless under dispute, BNSF reserves the
right to withhold and/or deduct any refunds and/or allowance payments due the
customer. Payments to BNSF that exceed the applicable payment terms are
considered to be delinquent.

10. BILLING

Each shipment made under this Contract shall be evidenced by a Bill of Lading,
Order Notify Bill of Lading ("Order Notify Bill of Lading") or Shipping Order
(collectively referred to as the "Shipping Document."). All cars for each
shipment are to be billed on one (1) Bill of Lading, Order Notify Bill of Lading
or Shipping Order. At the time shipment is tendered the original and all copies
of the Bill of Lading, Order Notify Bill of Lading or Shipping Order shall
contain reference to the Contract Number assigned to this Contract. Any
inadvertent omission of the Contract number shall not be deemed a breach hereof.
The date appearing in the applicable Shipping Document as set forth above in
this Section will govern as to the day on which a shipment was made. Except to
the extent provided otherwise in any TSA or any incorporated attachment thereto,
the date of shipment will govern as to the applicable rate or charges and
tonnage requirements as covered by this Contract.

11. PAYMENT PLAN

Payments for services under this Contract are due and payable in accordance with
Railroad's credit terms, as set forth in BNSF Rules Book 6100-Series.

12. ASSIGNMENT

Customer may not assign its rights or obligations under this Contract without
the prior written consent of Railroad. If Railroad does consent to such
assignment, Customer shall remain liable for the obligations assigned in the
event the Assignee does not perform.

13. LOSS AND DAMAGE

Standard common carrier liability pursuant to 49 U.S.C. 11706 will apply on
shipments made under this Contract. Accordingly, Railroad shall not be liable
for any loss, damage or injury caused by an act of God, the public enemy, act of
the Customer, a public authority, or inherent vice or nature of the goods.
Railroad shall not be liable for any loss, damage or injury due to improper
loading. Pursuant to 49 U.S.C.1 1706, all claims against Railroad must be
brought within nine (9) months and all civil actions against Railroad must be
brought within two (2) years.

14. FORCE MAJEURE


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT


In the event any party cannot perform under this Contract due to or as a result
of the following causes: acts of God, including, but not limited to flood,
storm, earthquake, hurricane, tornado, or other severe weather or climatic
conditions; acts of public enemy, war, blockade, insurrection, derailment,
vandalism, sabotage, fire, accident, wreck, washout or explosion; labor strike
or interference, lockout or labor dispute, shortage of diesel fuel, embargo or
AAR service order or governmental law, orders or regulation, or breakage of
machinery; and/or any like causes beyond the reasonable control of Customer or
Railroad, the parties' obligations under this Contract shall be suspended to the
extent made necessary by the Force Majeure event at the affected origin(s)
and/or destination(s) during any such disability period insofar as it applies to
the affected location(s). Suspension shall not result in extension of the term
of this Contract.

If this Contract contains a minimum percentage or other volume requirement
("Minimum Volume"), then any shipments made contrary to the route(s) specified
in this Contract due to a Force Majeure will be excluded in determining
compliance with any minimum percentage requirement.

The party claiming Force Majeure shall take all reasonable steps to remove the
Force Majeure event, and shall promptly notify the other party(ies) within a
period of five (5) days, excluding weekends and holidays, when it learns of the
existence of a Force Majeure condition and will similarly notify the other
party(ies) within a period of five (5) days, excluding weekends and holidays,
when a Force Majeure is terminated.

15. NOTICES

Any notice given under this Contract shall be effective when received. Notices,
except as otherwise provided herein, shall be delivered to the party(ies)
entitled to receive the same by personal delivery, First Class Mail, or by any
electronic means which can produce a written copy. Notices shall be addressed to
the appropriate party(ies) as shown in this Contract.

Any notice pertaining to a Force Majeure or to matters of an emergency or
operating nature may be given by any reasonable means. Any notice given verbally
shall be confirmed in writing by First Class Mail as soon as practicable, if
requested by party(ies) receiving such notice.

16. LINE ABANDONMENT

The provisions of this Contract in no way obligates the Railroad to maintain any
service schedules or to continue ownership, maintenance (including weight
standards) or operations of any rail lines. Railroad will not be liable for any
increased transportation costs or any other consequential, special, incidental,
punitive or other damages that may result from such discontinuation.

If this Contract contains Minimum Volume requirements and Customer fails to
satisfy the Minimum Volume requirements of this Contract due solely to
Railroad's discontinuance of service(s) named in the above paragraph then, as
Customer's sole remedy, the Minimum Volume requirements for the then current
period shall be waived.

17. AMENDMENT

All amendments to the terms of this Contract or the TSA, shall be in writing and
signed by the parties except as provided below in the Signatures section.

18. DEFAULT


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT


If any party shall default in any material covenant, condition or obligation of
this Contract which is not excused by Force Majeure, and continues in default
for a period of ten (10) days after written notice is given to the defaulting
party, the non defaulting party may, without prejudice to other rights and
remedies, terminate this Contract by giving thirty (30) days written notice to
the party in default.

If this Contract is terminated by Customer due to Railroad default, and Contract
contains a Minimum Volume requirement, then all shipments which moved under this
Contract during the then current Period (as used herein the term "Period" refers
to the time frame in which Customer must comply with the Minimum Volume
requirements) shall be determined as if the Minimum Volume requirements of this
Contract have been met. If this Contract is terminated by Railroad due to
Customer default, and Customer has not met the Minimum Volume requirements of
this Contract for the then current Period, liquidated damages will be assessed
in accordance with provisions contained in the Liquidated Damages section of the
Contract and related attachments.

19. SEVERABILITY

Any part, term or provision of this Contract that is held to be unenforceable,
illegal, against public policy, or in conflict with any federal, state or local
laws, shall be severable from the rest of this Contract. The remaining portions
of the Contract shall not be affected. The rights and obligations of the parties
shall be construed and inferred as if the Contract did not contain the
particular term, part, or provision held to be invalid, unless the invalid
provisions contain the material financial terms of this Contract, or when
considered in the aggregate, render the administration of this Contract
unreasonably burdensome, in which case (unless new terms or provisions can be
negotiated within three (3) months of written request for renegotiation by
either party) this Contract shall be terminated. In the event of termination,
and if the Contract contains Minimum Volume requirements, then the Minimum
Volume requirements of this Contract will be waived for the then current Period.

20. MINIMUM VOLUME REQUIREMENT If Contract or the TSA contains a Minimum Volume
Requirement, then Customer must submit written certification to the following:

BNSF Railway Company Attention: Contract Analyst Price Management
3001 Lou Menk Drive
Fort Worth, TX 76131-2815

with a copy to Railroad at address(es) as shown in The Official Railway Guide,
within thirty (30) days after the close of each Period stating whether the
Minimum Volume has or has not been met. Customer will, upon request, permit
Railroad or its authorized agent to inspect Customer's shipping documents to
verify that certification is correct. Customer shall retain such records for a
period of three years after the close of each Period and this requirement shall
survive the termination of this Contract.

Railroad or its agent will protect the confidentiality of such documents.

21. LIQUIDATED DAMAGES


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

If Customer fails to meet the Minimum Volume requirement of this Contract during
any Period, Customer will pay BNSF, in addition to the freight charges that have
already been assessed pursuant to this Contract, the amount specified set forth
in this Contract or the TSA as applicable ("Liquidated Damages"). Customer
acknowledges that such payments are not a penalty or forfeiture but are
Liquidated Damages agreed upon as a reasonable substitution for BNSF's damages
which are difficult to measure.

Payments to BNSF for Liquidated Damages, along with the supporting calculations,
will be made within thirty (30) days after the close of the Period to:

BNSF Railway Company Attention: Contract Analyst Price Management
3001 Lou Menk Drive
Fort Worth, TX 76131-2815

In the event of late payments on liquidated damages, Customer shall submit to
BNSF at the same address added interest at a rate of one and one-half percent (1
1/2%) for each month or portion thereof that the payment is late, or the maximum
interest allowed by applicable law, if lower. Payment of liquidated damages
hereunder to BNSF is not divisible or otherwise payable to any other
participating Railroad(s).

22. GOVERNING LAW

This Contract and incorporated TSAs shall be governed by the laws of the State
of Texas without regard to conflict of laws.

23. DISPUTE RESOLUTION

If a question or controversy arises between the parties concerning the
observance, performance, interpretation or implementation of any of the terms,
provisions, or conditions contained herein or the rights or obligations of
either party under this Contract or the TSA, such question or controversy shall
in the first instance be the subject of a meeting between the parties to
negotiate a resolution of such dispute. If, within thirty (30) days after the
meeting, the parties have not negotiated a resolution or mutually extended the
period of negotiation, either party may seek resolution of the question or
controversy pursuant to binding arbitration.

The party calling for arbitration ("Initiating Party") shall give written notice
the other party setting forth: (a) a statement of the issues(s) to be
arbitrated; (b) a statement of the claim showing that Initiating Party is
entitled to relief; and (c) a statement of the relief to which the Initiating
Party claims to be entitled. Within twenty (20) days from the receipt of such
notice, the other party ("Receiving Party") may submit its written response and
give notice in the same manner required above of additional issues to be
arbitrated. The Initiating Party shall have ten (10) days from receipt of said
response to respond to any issues submitted for arbitration by the Receiving
Party.

Within sixty (60) days of the date of the Initiating Party's written notice
requesting arbitration, each party shall designate a competent and disinterested
person to act as that party's designated arbitrator, with the two (2) persons
designated selecting a third neutral arbitrator within thirty (30) days of their
designation. In the event the first two designated arbitrators cannot agree on
the third neutral arbitrator, the neutral arbitrator shall be selected pursuant
to the rules of the American Arbitration Association ("AAA"). The arbitration
proceeding shall be conducted in accordance with the Commercial Arbitration
Rules of the AAA.

The decision and award of the arbitration panel shall be rendered within thirty
(30) days of the close of the arbitration proceeding. Any decision and award of
the majority of the panel shall be final and binding upon the parties. The
arbitrators shall not award punitive or exemplary damages against either party.
Judgment


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

upon the decision or award rendered may be entered in any court of competent
jurisdiction in the State of Texas in accordance with the Laws of the State of
Texas. The parties shall each bear the expense of their respective designated
arbitrator as well as their own fees and costs. The expense of the neutral
arbitrator shall be shared equally by the parties.

24. LIMITATION OF DAMAGES

Neither party shall be liable to the other for any consequential, incidental,
special or punitive damages arising out of this Contract or the TSA.

25. WARRANTY

The person(s) signing this Contract and the TSA on behalf of Customer and
Railroad warrant that they have the authority to bind, and hereby binds,
Customer and Railroad to all of the terms and conditions of this Contract and
the TSA.

26. SIGNATURES

The parties acknowledge and agree that faxed signatures and/or electronic
acceptance of the terms and conditions of this Contract and the TSA shall
constitute acceptance of the terms and conditions of this Contract and the TSA
as well as written amendments thereto.

Intending to be legally bound, the parties hereto have caused this Contract to
be executed by their representatives as written below:

GREEN PLAINS RENEWABLE ENERGY INC


By  /s/ Barry Ellsworth             
   --------------------------
   President

Date:                               
      ------------------------------

BNSF RAILWAY CO

By                                  
   ---------------------------------
      President

Date:                               
      ------------------------------


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

Effective Date: 09/15/2005                           Expiration Date: 09/14/2015
                                    CUSTOMER

GREEN PLAINS RENEWABLE ENERGY INC is the Party who is designated to receive
specified allowance payments. 9635 IRVINE BAY COURT, LAS VEGAS, NV. 89147

GREEN PLAINS RENEWABLE ENERGY INC is a Party also entitled to the price(s). 9635
IRVINE BAY COURT, LAS VEGAS, NV. 89147

GREEN PLAINS RENEWABLE ENERGY INC is the Party entitled to the price(s). 9635
IRVINE BAY COURT, LAS VEGAS, NV. 89147

GREEN PLAINS RENEWABLE ENERGY INC is the Party who is designated to receive
either notifications of a price authority, amendments, revisions or supplements,
or escalations, or matters pertaining to a Force Majeure or other matters of an
emergency or operating nature. 9635 IRVINE BAY COURT, LAS VEGAS, NV. 89147

GREEN PLAINS RENEWABLE ENERGY INC is a signature Party to the contract. 9635
IRVINE BAY COURT, LAS VEGAS, NV. 89147

BNSF RAIL WAY CO is a signature Party to the contract. PO BOX 961069, FORT
WORTH, TX. 76161-0069

                                    EXHIBIT

- Freight charges must be prepaid, or freight charges must be collect.
- Price applies in US funds.
- Prices in this Allowance Con tract alternate with other Allowance Contracts.
- Allowance can be petitioned for on an Annual schedule and will be paid in 30
  Days.
- Allowances apply to BNSF portion of freight revenue only.
- The parties agree that following terms and conditions apply:

1). Minimum average BNSF revenue requirement only:
The purpose of an average revenue requirement is to establish a base line that
will generate BNSF a minimum return to compensate (per-car refund) GPRE for its
funding of the Renovation Project as defined below in Section 6.

If market rates (see section 2) fall below the average minimum revenue
requirement for any Con tract Year as defined below, BNSF shall have no
obligation make any refunds, as set forth below in Section 4, to GPRE for that
Contract Year. The rates identified in this section are not to be used for
billing shipments.

Eastbound shipments (example: New York)
Weighted average minimum BNSF revenue portion per car: sin gle:$1890 unit:$1500*
- does not constitute a rate offer

Westbound shipments (example: California)
Weighted average minimum BNSF revenue
portion per car: single: $4000 unit:$3330
- does not constitute a rate offer

Southbound shipments (example: Texas)
Weighted average minimum BNSF revenue portion per car:


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

single: $2880 unit: $2230
- does not constitute a rate offer
Southwest bound shipments (example: New Mexico)
Weighted average minimum BNSF revenue portion per car: 
single: $3040 unit: $2570*
- does not constitute a rate offer
Weighted average is based on 800 cars of corn, 1706 cars of ethanol, and 550
cars of DDGs. Rate factors used to calculate the weighted average revenue
portion (BNSF only) are based from applicable tariff rates. Annual adjustment to
the weighted average revenue portion (BNSF only) will be based on tariff changes
subsequent to December 1, 2005. 
* No corn unit train rates published. Weighted average is DDG and ethanol only.
When/if corn unit train rates are published they will be factored same way as
west/southbound weighted average.

2). Rates:
All rates will be market (tariff) based and subject to fuel surcharge and price
escalation.
- BNSF will maintain Shenandoah at equal rates to Red Oak based on like
commodity (whole grains) and unit (train/single) size. This will apply as long
as BNSF owns or operates on the Line.

3). Annual volume threshold (AVT):
3,100 loaded rail cars shipped via BNSF during each twelve-month period
beginning with the AVT Date as defined below (Con tract Year) during the term of
the Contract (inbound or outbound). 
- Minus 5% variance to the annual volume will not invoke the non-compliance
provision.
- The AVT will begin once the ethanol plant becomes operational as evidenced by
the first loaded rail car billed from the ethanol plant (the AVT Date).
- If the AVT is exceeded for a con tract year, the incremental volume above the
base will be carried forward to apply to the immediate subsequent con tract year
AVT. In no event will any incremental volume of a prior contract year be carried
forward beyond one con tract year. The 5% variance will not be applicable during
a con tract year that is credited with incremental volume from the immediate
prior contract year

4). Refund payment:
Upon completion of the Project, BNSF agrees to reimburse GPRE for full
construction cost of the project estimated at three million five hundred
thousand or the actual construction cost of the Project whichever is lower. The
said reimbursement will consist of fifty ($50) per loaded car on eastbound
shipments routed BNSF direct, and/or one hundred fifty ($150) per loaded car on
westbound shipments routed BNSF direct, and/or hundred ($100) per loaded car on
south/southwest bound shipments routed BNSF direct subject to BNSF meeting its
average minimum revenue requirement (see section 1). The refund per car will be
paid on incremental shipments above 800 cars annually. No refund will be paid on
the 800-car base volume comprised of corn, cracked corn, and/or soybean
shipments. If less than 800 cars of corn, cracked corn, and/or soybeans are
shipped then refund will apply to incremental cars, (other than corn, cracked
corn, and/or soybean shipments). BNSFs obligation to make refund payments is
contin gent upon GPRE meeting the AVT. BNSF will remit payment of any
reimbursements due within 45 days after the applicable calendar quarter. BNSF
has no obligation to make the payments if the AVT are not met. Upon payment by
BNSF to GPRE, BNSF shall have no further obligation or liability with regard to
such payments. GPRE agrees to indemnify and hold BNSF harmless from any Page No:
10


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

claims with regard to such payments once BNSF has paid GPRE.
If the AVT is not met during an applicable annual period and BNSF has paid GPRE
a refund amount based on actual shipments, then BNSF may (at its own discretion)
withhold future payments until that applicable period and the immediate
subsequent periods AVT are met. In other words, shipments in the immediate
subsequent annual period will need to meet the AVT for that time frame and
generate incremental shipments above the AVT to cover the prior period
shortfall. This process will be applicable for any shortfall annual period. Once
the AVT is met, BNSF will resume refund payments.
In the event, the line is sold (per Section 5) any outstanding balance of
dollars owed GPRE by BNSF for line renovation will either be paid as a lump sum,
per car refund, subtracted from purchase price to buyer (transferred to GPRE, if
not purchaser) or other means determined by BNSF to satisfy repayment to GPRE.
In no event will the original timeline to satisfy payment, be extended with
change in the method of payment unless agreed by the parties.
Any payment by BNSF is subject to GPRE meeting the AVT. Any shortfall will be
reduced from the selected method of payment upon change of ownership to the
line.

5). BNSF operations
It is BNSF's current intent to provide rail service on this line (Red Oak to
Shenandoah). However, BNSF reserves the right to lease or sell the line to
another operator if, in BNSF's sole judgement, continued operations by BNSF are
not economically feasible. If BNSF does sell or lease the line to another
operator, BNSF shall give GPRE the first right of refusal to purchase or lease
and operate the line. BNSF will provide a proposed price to purchase or lease
the line segment, and GPRE will have 60 days from time of written proposal to
accept or reject the terms. If GPRE rejects the proposal, the line segment will
be bid to potential 3rd party operators, and GPRE will have the opportunity to
participate in the bid process. However, best bid (by 3rd party operator) will
be awarded the line segment and there will be no right of first refusal
available to GPRE.
If GPRE chooses not to purchase or lease the line, and the line is sold or
leased to a third party operator, such operator will be requested to honor the
terms of this agreement and provide the service listed below. Unit train
operations are defined as 95 cars for ethanol, 100 cars for DDGs and 110 cars
for whole grains. Loads will be picked up upon release and returned (spot or
place) empty as complete trains. Communication program will be established with
BNSF's grain desk operation.
Any volume less than unit train operation is considered single car (merchandise)
service.
- Single-car service (non-unit train) will be handled by the Red Oak local.
Depending on volume, service can be up to three (3) days per week (up and down
on the same day). Based on volume to be released, BNSF will design a service
plan to meet the GPRE need. Volume will drive number of days of service.
If BNSF decides to abandon the line, GPRE will have first right of refusal to
purchase and operate the line. BNSF will provide GPRE a Net Liquidated Value
(NLV) at time time of proposed abandonment. GPRE will have 60 days from date of
written notice to accept or get their own estimate (at GPRE expense). BNSF
reserves the right to accept or reject any 3rd party estimate. If GPRE elects
not to purchase the line and there is no sale to a 3rd party, then the line will
be abandoned and any outstanding refund payment to GPRE will be forfeit.
GPRE will be required to meet BNSF operating requirements same as any 3rd party
operator.

6). Line Renovation:
GPRE will be responsible for any renovation as defined in this agreement from
Mile Post 1.05 to Mile Post 20.05 on Farragut spur. Estimated cost of three
million five hundred thousand ($3.5 million) will be paid in advance to BNSF for
work order placement (project scheduling, materials, etc.) for the


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

initial renovation of the Line (Renovation Project). Payment from GPRE to BNSF
shall be by certified check to: Assistant Manager, Miscellaneous Receivables,
BNSF Railway Co., 920 S. E. Quincy, Topeka, KS 66612-1116. BNSF has no
obligation to begin the Renovation Project (schedule maintenance ((start date)),
order materials, etc.) until such payment is made to BNSF. The parties
understand that the cost of the initial Renovation Project may vary depending on
materials, labor, weather etc. if this occurs, it is estimated that any
additional cost should not exceed 10% of the $3.5 million. BNSF shall have no
obligation to pay for any cost. GPRE will be responsible for any additional
cost. BNSF shall provide a summary of expenditures upon completion of the work
described below. Any funds from the initial deposit made by GPRE not used in the
renovation shall be refunded to GPRE. Refund payments shall be mailed to: Green
Plains Renewable Energy, Inc.; Accounting Department, 9635 Irvine Bay Court, Las
Vegas, NV 89147. BNSF will attempt to provide 180 days notice to GPRE for any
additional line renovation programs. However, in extreme cases (e.g. acts of God
or other significant events) BNSF may not be able to provide 180 days advance
notification. However, BNSF will make every effort to provide as much lead time
as possible to GPRE.

GPRE agrees, as part of the Renovation Project it has financial responsibility
(BNSF will only perform labor) for the following:

a. Replace approximately 28,400 treated wooded cross ties and surface track
following tie gang operation. This tie replacement program will result in the
replacement of approximately 35% of the ties in the route. The remaining ties
are in good condition and the next tie replacement program will likely be in
approximately seven (7) years.
b. Place 22 each, 39-foot track panels (this includes rail, ties, and fasteners)
in road crossings as part of the tie program. During this operation all
crossings requiring upgrade will be totally rehabilitated with new rail ties,
ballast, and crossing surface materials.
c. Replace treated wooden switch ties of varying lengths (10-foot to 17-foot) in
12 turnouts located on the route.
d. Relay 2 track miles of existing 90-lb. rail with secondhand continuous welded
115-lb. to 136-lb. rail. This relay represents a small portion of the total
track miles of rail on the route. The remaining 90-lb. conventional rail on the
route will need to be monitored very closely for increased defect rates and
broken or cracked angle bars as the annual traffic increases and the heavier
axle loads accumulate.
e. The upgrade plan will allow for 286,000-lb. loadings and increased annual
traffic over the route at FRA Class 2 standards (25 MPH). 
f. Future tie replacement and rail relay are the responsibility of GPRE. Funding
will be handled in the same manner as described in the line renovation section.
At that time, BNSF will provide an estimated cost breakdown of required repairs.

g. If BNSF has not received the funding described above by the start date of the
Renovation Project, BNSF shall have no obligation under this Contract to perform
the Renovation Project and shall have the option in its sole discretion to
terminate the Contract upon 10 dayswritten n otice to GPRE.
h. If during the term of this Agreement, the Line needs additional renovation in
BNSFs sole discretion (Subsequent Renovation), GPRE agrees to fund the
Subsequent Renovation on the same basis as set forth in this Section. At that
time, BNSF will provide an estimated cost breakdown of the required repairs.
BNSF will refund for subsequent renovations on the same basis as defined in
section 4. However, BNSF will not refund until prior renovation obligation is
satisfied. If GPRE fails to make the required payment by the projected start
date of the Subsequent Renovation, BNSF has no obligation to perform the
Subsequent Renovation under this Con tract and in its sole discretion may
terminate this Con tract upon 10 dayswritten notice to GPRE.

7). Line maintenance:
BNSF will be responsible for normal maintenance on the Line from Mile Post 1.05
to Mile Post 20.05 on Farragut spur provided that the AVT is met. If maintenance
is performed by BNSF and the AVT is not met for that applicable period, then
GPRE will be responsible for reimbursing BNSF for any maintenance costs incurred
by BNSF during any Con tract Year. Payment to BNSF will be made within 45 days
after receipt of bill for service performed. If payment is not made, BNSF will
have the option to cease making any refund


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

payments until full amount is recovered, to add a surcharge on rates to GPRE
based on a prorate basis (amount of BNSF maintenance dollars spent equally
spread over actual volume shipped for the shortfall period) until full amount is
recouped, or to recoup such amounts through other means as a lump-sum payment
for the outstanding amount.
BNSF agrees it has responsibility for the following:
a. Track inspection: FRA (required by): one time weekly BNSF requirements
(weather related): twice weekly or daily
b. Vegetation control: Entire line will have herbicide application (24' track
section pattern) mechanical cutting will be necessary in all quadrants of public
crossings
c. Ultrasonic rail detection: Minimum entire route will have an internal
ultrasonic rail inspection performed one time per year. If defect rates begin to
increase, the frequency of these tests will be increased as necessary. In
conjunction with these tests, local track maintenance crews will follow closely
behind inspection vehicles replacing all defect ive rails which are identified.
BNSF will be responsible for replacing an average of 2 defects per track mile
each year. If any segment of the route which is 3 miles in length or more, and
exceeds 2 defects per track mile, BNSF (at its discretion) will be able to relay
this portion to help keep maintenance cost in check.
d. Track resurfacing: In order to maintain the track to FRA Class 2 standards
(25 MPH) on conventional (jointed) 90-lb. rail, an annual surfacing program will
be necessary using a Production Tamper and Ballast Regulator. This surfacing
crew could be required on the line for as much as 30 days per year depending
upon precipitation, annual traffic, and other occurrences which could affect the
surface of the track.
e. Gauging: All curves located on the line will need to be checked regularly to
insure track gauge (distance between the inside edges of the two rails) remains
with FRA standards. Should locations be noted where gauge widening has occurred,
it will be necessary to bring in a Track Maintenance crew to repair the location
by pulling the existing spikes, pulling the rail in so measurement is within
standard, plugging the old spike holes and re-spiking the track to standard
gauge. In the event the gauge widening is a result of defective tie conditions,
the Track Maintenance crew will also be required to replace some ties in order
to hold the gauge within standard.
f. Right-of-way fencing repairs: As necessary, the Track Maintenance crew will
be required to repair any breaks which might occur in the fence line which
divides BNSF property from the adjoining landowners. 
g. Bridge inspection: All bridge structures on the line will be inspected at
least twice in each calendar year. Any minor deficiencies noted will be repaired
by a mobile Structures Maintenance crew. Any repairs that require structural
work on a bridge shall be treated as a Subsequent Renovation and handled in
accordance with Section 6 above.
h. Inspection includes all culverts located on the line to insure they are in
good condition and clear of debris and able to handle runoff in the event of a
storm. Any culverts located which are plugged or have debris build-up will be
addressed by a Track Maintenance crew. Any repairs that require structural
repairs to a culvert shall be treated as a Subsequent Renovation and handled in
accordance with Section 6 above.
i. BNSF and FRA safe-handling require ments will govern.
j. Any needed maintenance of the Line beyond that described in this Section 7
shall be a Subsequent Renovation and shall be handled as set forth in Section 6
above. 
k. Ditching: Insure there is adequate drainage away from track. Runoff from
storms must be able to move quickly away from the track and not left standing in
the vicinity of the track, or soft sub-grade conditions will occur resulting in
a need for slow orders or additional track surfacing.


<PAGE>

                              BNSF RAILWAY COMPANY
                                  BNSFC 307074
                               ALLOWANCE CONTRACT
                       *Transportation Service Agreement*

l. Automated Crossing Warning Devices: Crossings protected by either flashers,
or gates and flashers, must be inspected weekly per FRA standards. Any
conditions noted during these inspections, such as bulbs not working, broken
gates, or any other defective equipment noted, must be repaired quickly. This
work is performed by a Signal Maintainer.

8). Completion
GPRE agrees to complete funding for the proposed ethanol plant and the
Renovation Project by November 29 2005, and will remit to BNSF the necessary
funds for Renovation Project by January 31, 2006. BNSF agrees to complete the
renovations as soon as practicable thereafter. GPRE agrees to complete cons
truction of the ethanol plant no later than June 30, 2007. The completion date
of June 30, 2007 may be extended up to 60 days, if delays due to acts of God
(weather) and/or disruption of cons truction due to labor disputes, material
backlog, etc.) are primarily responsible in the delay of the plants operational
startup. Notwithstanding the aforementioned dates, GPRE agrees to fund earlier
than January 31, 2006 in the event that Green Plainsequity drive is completed
prior to November 29, 2005. GPRE further agrees to cons truct the track
(plant/facility) configuration pursuant to a design that is approved by BNSF.
BNSF will complete the Renovation Project prior to ethanol plant becoming 100%
operational (exceptions are receipt of funding, weather conditions, and/or
availability of materials).
If GPRE fails to meet either of the requirements, BNSF at its sole discretion,
may terminate the Contract upon ten (10) days written notice.

9). Confidentiality
The parties agree that the terms and conditions of this Letter of Agreement are
confidential and shall not be disclosed by one party to any other party or
entity without the prior written consent of the other party except as may be
required by law.

10). Assignment Use
GPRE may not assign its rights and obligations under this Letter of Agreement
and the contract without prior written consent of BNSF.

11). Term of the Contract
Except as otherwise provided above, the term of the Con tract shall be nine (9)
years commencing from the effect ive date of the Con tract or the date of the
first billed shipment from the ethanol plant (per section 8), whichever is
later. If subsequent renovations are required, the term of this agreement will
be extended by mutual agreement. Extension of this agreement will not be
unreasonably withheld by either party.
- The maximum amount to be paid under this price authority is 3,500,000 dollars.

                                                                   Exhibit 10.17


                ------------------------------------------------

                            SHARE EXCHANGE AGREEMENT

                                  By and Among
                      GREEN PLAINS RENEWABLE ENERGY, INC.,
                             SUPERIOR ETHANOL, LLC,
                                     and the
                               CONTROLLING MANAGER
                             As of February 22, 2006

              -----------------------------------------------------


<PAGE>

                            SHARE EXCHANGE AGREEMENT

         This Share Exchange Agreement (hereinafter the "Agreement") is entered
into effective as of this 22nd day of February, 2006, by and among Green Plains
Renewable Energy, Inc., an Iowa corporation (hereinafter "GPRE"), Superior
Ethanol, LLC, an Iowa limited liability company (hereinafter "Superior"), Brian
D. Peterson, a manager and the sole member of Superior (hereinafter "Controlling
Manager").

                                    RECITALS:

         WHEREAS, Controlling Manager owns all of the membership interest of
Superior (the "Superior Stock"). GPRE desires to acquire the Superior Stock in
exchange for 100,000 shares of restricted voting common stock of GPRE (the "GPRE
Stock"), making Superior a wholly-owned subsidiary of GPRE.

         NOW THEREFORE, for the mutual consideration set out herein and other
good and valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

         1.01 Definitions. Accounting terms used in this Agreement and not
otherwise defined herein shall have the meanings provided by GAAP. Certain

capitalized terms are used in this Agreement as specifically defined in this
Section 1.1 as follows:

         "Affiliate" means any Person directly or indirectly controlling,
controlled by or under direct or indirect common control with Superior (or other
specified Person) and shall include (a) any Person who is an officer, director
or beneficial holder of at least 10% of the outstanding capital stock of
Superior (or other specified Person), (b) any Person of which Superior (or other
specified Person) or any officer or director of Superior (or other specified
Person) shall, directly or indirectly, either beneficially own at least 10% of
the outstanding equity securities or constitute at least a 10% participant, and
(c) in the case of a specified Person who is an individual, Members of the
Immediate Family of such Person; provided, however, that Controlling Manager
shall not be Affiliates of Superior for purposes of this Agreement.

         "Agreement" is defined in the Preamble.

         "Balance Sheet Date" is defined in Section 4.06.

         "Bylaws" means all written rules, regulations, procedures, bylaws,
operating agreements and all other similar documents, relating to the
management, governance or internal regulation of a Person other than an
individual, each as from time to time amended or modified.

         "Charter" means the articles or certificate of incorporation, articles
of organization, statute, constitution, joint venture or partnership agreement
or articles or other charter of any Person other than an individual, each as
from time to time amended or modified.

         "Closing" is defined in Section 2.02.

         "Code" means the federal Internal Revenue Code of 1986 or any successor
statute, and the rules and regulations thereunder, as from time to time amended
and in effect.

         "Commission" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act, the Exchange Act or
both.


<PAGE>

         "Contractual Obligation" means, with respect to any Person, any
contracts, agreements, deeds, mortgages, leases, licenses, other instruments,
commitments, undertakings, arrangements or understandings, written or oral, or
other documents, including any document or instrument evidencing indebtedness,
to which any such Person is a party or otherwise subject to or bound by or to
which any asset of any such Person is subject.

         "Controlling Manager" is defined in the preamble.

         "Debt Funding Documents" is defined in Section 2.03(i).

         "Employee Benefit Plan" means each and all "employee benefit plans" as
defined in section 3(3) of ERISA, maintained or contributed to by Superior, any
of its Affiliates or any of their respective predecessors, or in which Superior,
any of its Affiliates or any of their respective predecessors participates or
participated and which provides benefits to employees of Superior or their
spouses or covered dependents or with respect to which Superior has or may have
a material liability, including, (i) any such plans that are "employee welfare
plans" as defined in section 3(1) of ERISA and (ii) any such plans that are
"employee pension benefit plans" as defined in section 3(2) of ERISA.

         "ERISA" means the Employee Retirement Income Security Act of 1974 or
any successor statute and the rules and regulations thereunder, and in the case
of any referenced section of any such statute, rule or regulation, any successor
section thereof, collectively and as from time to time amended and in effect.

         "ERISA Group", with respect to any entity, means any Person which is a
member of the same "controlled group" or under "common control", within the
meaning of section 414(b) or (c) of the Code or section 4001(b)(1) of ERISA,
with such entity.

         "Exchange Act" means the Securities Exchange Act of 1934, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as from time to time amended and in effect.

         "Financial Statements" is defined in Section 4.06.

         "GAAP" means United States generally accepted accounting principles, as
in effect from time to time, consistently applied.

         "GPRE" is defined in the Preamble.

         "GPRE Stock" is defined in the Recitals.

         "Intellectual Property" is defined in Section 4.17(a).

         "Intellectual Property Licenses" is defined in Section 4.17(d).

         "Legal Requirement" means any federal, state or local law, statute,
standard, ordinance, code, order, rule, regulation, resolution, promulgation or
any final order, judgment or decree of any court, arbitrator, tribunal or
governmental authority, or any license, franchise, permit or similar right
granted under any of the foregoing.

         "Material Adverse Effect" means a material adverse effect upon the
business, assets, financial condition, income or prospects of the party in
question.

         "Members of the Immediate Family," as applied to any individual, means
each parent, spouse, child, brother, sister or the spouse of a child, brother or
sister of the individual, and each trust created for the benefit of one or more
of such persons and each custodian of a property of one or more such persons.

         "Other Intellectual Property" is defined in Section 4.17(c).

                                       2

<PAGE>

         "Pension Plan" means each pension plan (as defined in section 3(2) of
ERISA) established or maintained, or to which contributions are or were made by
Superior or any of its Subsidiaries or former Subsidiaries, or any Person which
is a member of the same ERISA Group with any of the foregoing.

         "Person" means an individual, partnership, corporation, company,
association, trust, joint venture, unincorporated organization and any
governmental department or agency or political subdivision.

         "Property" is defined in Section 2.03(i).

         "Rescission Period" is defined in Section 5.03.

         "Shares" is defined in Section 2.01.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be from time to time amended and in effect.

         "Superior" is defined in the Preamble.

         "Superior Intellectual Property" is defined in Section 4.17(b).

         "Superior Stock" is defined in the Recitals.

         "Transaction Prerequisites" is defined in Section 2.03(h).

         "Welfare Plan" means each welfare plan (as defined in section 3(l) of
ERISA) established or maintained, or to which any contributions are or were
made, by Superior or any of its Subsidiaries or any Person which is a member of
the same ERISA Group with any of the foregoing.


                                   ARTICLE II
                                 SHARE EXCHANGE

         2.01 Plan of Share Exchange. It is hereby agreed that the Superior
Stock shall be acquired by GPRE at Closing in exchange for 100,000 shares of
restricted GPRE Stock (the "Shares"). It is the intention of the parties hereto
that this transaction will qualify as a corporate reorganization under Section
368(a)(1)(B) of the Code, and related or other applicable sections thereunder.
However, neither party is making any representations or warranties regarding the
tax treatment of this transaction.

         2.02 Closing. The closing of the Agreement (the "Closing") shall take
place in Salt Lake City, Utah, at the offices of Blackburn & Stoll, LC. The
Closing shall take place on a date no later than February __, 2006 or at such
other place and time as the parties may otherwise agree.

         Notwithstanding the foregoing, the parties will endeavor in good faith
to effectuate the Closing simultaneously in different locations to avoid the
travel and additional expense of requiring all parties to be simultaneously
located in the same place. In connection therewith, the parties will deliver, in
escrow to opposing counsel and other appropriate parties, all assignments,
instructions, documents, certificates, wire transfer instructions, escrow
instructions and other matters and things necessary to effect Closing in such
manner.

                                       3

<PAGE>

         2.03 Conditions to Closing for GPRE. GPRE's several obligations to
purchase Superior Stock pursuant to this Agreement on the Closing date are
subject to the satisfaction, on or prior to the Closing date, of the following
conditions:

         (a) Representations and Warranties Correct. The representations and
warranties made by Superior and Controlling Manager herein shall have been true
and correct when made and shall be true and correct on and as of the Closing
date, with the same force and effect as though made on and as of the Closing
date, except for representations and warranties that are made as of a specific
date which shall only be required to be true and correct as of such date.

         (b) Performance. All covenants, agreements, and conditions contained in
this Agreement to be performed or complied with by Superior and Controlling
Manager on or prior to the Closing shall have been performed or complied with
and neither Superior nor the Controlling Manager shall be in default in the
performance of or compliance with any provisions of this Agreement.

         (c) Compliance Certificates. Superior shall have delivered to GPRE a
certificate of the manager of Superior, dated the date of the Closing date,
certifying to the matters stated in Sections 2.03(a) and (b).

         (d) Certified Documents. Superior shall have delivered to GPRE copies
of each of the following which shall be true and correct copies in full force
and effect as of the Closing date: (i) the Charter of Superior certified by
Superior's secretary as of the Closing date; (ii) the Bylaws of Superior,
certified by Superior's secretary as of the Closing date; and (iii) resolutions
of the manager of Superior, the form and substance of which are reasonably
satisfactory to GPRE, authorizing the execution, delivery and performance of
this Agreement and the transactions contemplated hereby.

         (e) Consents. All consents and approvals to the transactions
contemplated by this Agreement required to be obtained by Superior and/or
Controlling Manager from any third party shall have been obtained.

         (f) Legality. All authorizations, approvals or permits of any
governmental authority or regulatory body that are required in connection with
the lawful issuance and exchange of the GPRE Stock and the exchange of Superior
Stock pursuant to this Agreement shall have been duly obtained and shall be in
full force and effect.

         (g) Due Diligence. After completing its due diligence investigation
prior to the Closing, GPRE shall have determined that, in GPRE's sole
discretion, the financial condition of Superior and the condition of Superior
otherwise is suitable to GPRE. In the event that GPRE determines, in its sole
discretion, that Superior is not suitable to GPRE for any reason whatsoever,
then GPRE may rescind this Agreement prior to Closing by giving written notice
to Superior prior to Closing. In the event of any such rescission, this
Agreement thereafter shall be null and void and neither party shall have any
obligation to the other.

         (h) Transaction Prerequisites. At Closing, or at such later time as the
parties may agree, the following shall have occurred (the "Transaction
Prerequisites"):

                  (i) Superior will have had at least $210,000 in its bank
         account(s).

                  (ii) The land that Superior has options on pertaining to the
         proposed site shall have been awarded a complete property tax abatement
         from Dickinson County, Iowa, for a period of twelve years, with three
         additional years of a tax abatement of 50% (fifty percent).

                  (iii) The land that Superior has options on pertaining to the
         proposed site shall be zoned "heavy industrial" and shall also have any
         other special zoning or zoning permits required to allow construction
         of the proposed ethanol plant.

         (i) Transaction Documents. At Closing, or at such later time as the
parties may agree, Superior shall deliver to GPRE the following (the "Debt
Funding Documents"):

                                       4

<PAGE>

                  (i) Ten year pro forma financial statements prepared by
         Christianson & Associates, PLLP, in a form that is reasonably
         acceptable to the lender(s) that GPRE solicits to obtain funds for the
         construction of an ethanol plant in or near Superior, Iowa. The parties
         agree that such financial statements shall be prepared post-Closing at
         GPRE's expense.

                  (ii) A feasibility study completed by PRX Pro Experts relating
         to the Property.

                  (iii) Superior shall have options to acquire at least 135 (one
         hundred thirty five) acres of continuous real property in Dickinson
         County, Iowa (the "Property").

         (j) General. All instruments and legal and corporate proceedings in
connection with the transactions contemplated by this Agreement shall be
reasonably satisfactory in form and substance to GPRE, and GPRE shall have
received copies of all documents, including records of corporate proceedings and
officers' certificates, which they may have reasonably requested in connection
therewith.

         2.04 Conditions to Closing for Superior. Superior's several obligations
to enter into the transactions described in this Agreement on the Closing date
are subject to the satisfaction, on or prior to the Closing date, of the
following conditions:

         (a) Representations and Warranties Correct. The representations and
warranties made by GPRE herein shall have been true and correct when made and
shall be true and correct on and as of the Closing date with the same force and
effect as though made on and as of the Closing date.

         (b) Performance. All covenants, agreements and conditions contained in
this Agreement to be performed or complied with by GPRE on or prior to the
Closing shall have been performed or complied with and GPRE shall not be in
default in the performance of or compliance with any provisions of this
Agreement.

         (c) Compliance Certificates. GPRE shall have delivered to GPRE a
certificate of the chief executive officer or chief financial officer of GPRE,
dated the date of the Closing date, certifying to the matters stated in Sections
2.04(a) and (b).

         (d) Certified Documents. GPRE shall have delivered to Superior copies
of each of the following which shall be true and correct copies in full force
and effect as of the Closing date: (i) the Charter of GPRE certified by GPRE's
secretary as of the Closing date; (ii) the Bylaws of GPRE, certified by GPRE's
secretary as of the Closing date; and (iii) resolutions of the Board of
Directors of GPRE, certified by GPRE's secretary as of the Closing date, the
form and substance of which are reasonably satisfactory to GPRE, authorizing the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby.

         (e) Consents. All consents and approvals to the transactions
contemplated by this Agreement required to be obtained by any Seller from any
third party shall have been obtained by such Seller.

         (f) Legality. All authorizations, approvals or permits of any
governmental authority or regulatory body that are required in connection with
the lawful issuance and exchange of the GPRE Stock and the exchange of Superior
Stock pursuant to this Agreement shall have been duly obtained and shall be in
full force and effect.

         (g) Due Diligence. After completing its due diligence investigation
prior to the Closing, Superior shall have determined that, in Superior's sole
discretion, the financial condition of GPRE and the condition of GPRE otherwise
is suitable to Superior and its Controlling Manager. In the event that Superior

                                       5

<PAGE>

determines, in its sole discretion, that GPRE is not suitable to Superior or its
Controlling Manager for any reason whatsoever, then Superior may rescind this
Agreement by giving written notice to GPRE. In the event of any such rescission,
this Agreement thereafter shall be null and void and neither party shall have
any obligation to the other.

         (h) General. All instruments and legal and corporate proceedings in
connection with the transactions contemplated by this Agreement shall be
reasonably satisfactory in form and substance to Superior, and Superior shall
have received copies of all documents, including records of corporate
proceedings and officers' certificates, which they may have reasonably requested
in connection therewith.

         2.05 Other Events Occurring at Closing. At Closing, the following shall
be accomplished:

         (a) All of the manager and officers, if any, of Superior shall resign
and the nominees identified by GPRE shall have been appointed.

         (b) This Agreement shall have been duly authorized, executed, and
delivered by the parties hereto and a copy of such executed agreement shall have
been delivered to GPRE and Controlling Manager.

         (c) Such other instruments, documents and certificates, if any, as are
required to be delivered pursuant to the provisions of this Agreement shall have
been duly authorized, executed and delivered by the parties thereto and a copy
of such executed instruments, documents and certificates shall have been
delivered to GPRE.

         (d) All of the certificates representing the Superior Stock shall be
delivered to GPRE, duly and validly endorsed for transfer to GPRE.

         (e) The GPRE Stock certificates representing the shares to be issued
and delivered to the Controlling Manager as described herein shall be issued and
held by GPRE for delivery pursuant to the provisions of Section 5.05.

         (f) GPRE shall deliver to Superior a certificate of good standing of
GPRE issued by the Secretary of State of Iowa and such certificate dated no
earlier than thirty (30) days prior to the Closing.

         (g) Superior shall deliver to GPRE a certificate of good standing of
Superior issued by the Secretary of State of Iowa and such certificate dated no
earlier than thirty (30) business days prior to the Closing.


                                   ARTICLE III
                             REPRESENTATIONS OF GPRE

         GPRE hereby represents and warrants to Controlling Manager as follows:

         3.01 Authorization. All shareholder approval and corporate action on
the part of GPRE necessary for the due authorization, execution and delivery of
this Agreement and the consummation of the transactions contemplated herein has
been or will be taken prior to the Closing date. This Agreement is a legal,
valid and binding agreement of GPRE, enforceable in accordance with its terms.
The execution, delivery and performance by GPRE of this Agreement and the
issuance and exchange of the GPRE Stock will not result in any violation of or
be in conflict with, or result in a breach of or constitute a default under, any
term or provision of any Legal Requirement to which GPRE is subject, or any
Charter or Bylaws, or any Contractual Obligation to which GPRE is a party or by
which GPRE is bound.

         3.02 Organization. GPRE is a duly organized and validly existing
corporation in good standing under the laws of Iowa. GPRE is duly qualified to
do business as a foreign corporation and is in good standing in each
jurisdiction in which it does business, except where the failure to be so
qualified would not have a Material Adverse Effect.

                                       6

<PAGE>

         3.03 Corporate Power. GPRE has all necessary corporate power and
authority to enter into and perform this Agreement, to issue and sell the GPRE
Stock, to own all the properties owned by it and to carry on the businesses now
conducted or presently proposed to be conducted by it. GPRE has taken all
corporate action necessary to authorize this Agreement and the issuance of the
GPRE Stock to be issued and exchanged hereunder.

         3.04 Capitalization. As of the date hereof, the authorized capital
stock of GPRE consists of 25,000,000 shares of common stock, $.001 par value per
share, of which 4,220,990 shares are outstanding. All of the outstanding shares
of capital stock of GPRE, including the GPRE Stock to be issued pursuant to this
Agreement, will be, upon consummation of the transactions contemplated by this
Agreement, validly issued, fully paid, nonassessable and subject to no lien or
restriction on transfer, except restrictions on transfer imposed by applicable
securities laws. All of the outstanding shares of capital stock have been
offered and exchanged in compliance with applicable federal and state securities
laws. GPRE has no outstanding (i) rights (either preemptive or otherwise) or
options to subscribe for or purchase, or any warrants or other agreements
providing for or requiring the issuance of, any capital stock or any securities
convertible into or exchangeable for its capital stock, (ii) obligation to
repurchase or otherwise acquire or retire any of its capital stock, any
securities convertible into or exchangeable for its capital stock or any rights,
options or warrants with respect thereto, (iii) rights that require it to
register the offering of any of its securities under the Securities Act or (iv)
any restrictions on voting any of its securities.

         3.05 Accredited Investor Status. GPRE is a sophisticated and an
"accredited investor" as defined under Rule 501 of Regulation D as promulgated
under the Securities Act.

         3.06 Litigation. No litigation or proceeding before, or investigation
by, any foreign, federal, state or municipal board or other governmental or
administrative agency or any arbitrator is pending or, to GPRE's knowledge,
threatened (nor to GPRE's knowledge, does any basis exist therefor) against GPRE
or, to GPRE's knowledge, any officer of GPRE, which individually or in the
aggregate could result in any material liability or which may otherwise result
in a Material Adverse Effect, or which seeks rescission of, seeks to enjoin the
consummation of, or which questions the validity of, this Agreement or any of
the transactions contemplated hereby.

         3.07 Disclosure. GPRE's Registration Statement on Form S-1, filed with
the Commission on March 7, 2005, and GPRE's subsequent filings with the
Commission did not contain any untrue statement of a material fact, nor omit to
state any material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading as of the filing date. Neither this Agreement, nor any agreement,
certificate, statement or document furnished in writing by or on behalf of the
GPRE in connection herewith contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
contained herein, in light of the circumstances under which they were made, not
misleading.


                                   ARTICLE IV
               REPRESENTATIONS OF SUPERIOR AND CONTROLLING MANAGER

         Superior and Controlling Manager, jointly and severally, represent and
warrant to GPRE as follows:

         4.01 Authorization. All approvals and company action on the part of
Superior necessary for the due authorization, execution and delivery of this
Agreement and the consummation of the transactions contemplated herein has been
or will be taken prior to the Closing date. This Agreement is a legal, valid,
and binding agreement of Superior and the Controlling Manager, enforceable in
accordance with its terms. The execution, delivery and performance by
Controlling Manager and Superior of this Agreement and the transfer of Superior
Stock will not result in any violation of or be in conflict with, or result in a
breach of or constitute a default under, any term or provision of any Legal
Requirement to which any Controlling Manager or Superior is subject, or
Superior's Charter or Bylaws, or any Contractual Obligation to which any
Controlling Manager or Superior is a party or by which any such party is bound.

                                       7

<PAGE>

         4.02 Organization. Superior is a duly organized and validly existing
limited liability company in good standing under the laws of Iowa. Superior is
duly qualified to do business as a foreign company and is in good standing in
each jurisdiction in which it does business, except where the failure to be so
qualified would not have a Material Adverse Effect.

         4.03 Company Power. Superior and Controlling Manager have all necessary
power and authority to enter into and perform this Agreement and Controlling
Manager has the power and authority to sell the Superior Stock he owns
hereunder. To the best of its knowledge with investigation, Superior has all
necessary power and authority to own all the properties owned by it and to carry
on the businesses now conducted or presently proposed to be conducted by it.
Superior and Controlling Manager have taken all action necessary to authorize
this Agreement and the sale of the Superior Stock to be exchanged hereunder.

         4.04 Subsidiaries. Superior has no Subsidiaries.

         4.05 Capitalization. The authorized capital stock of Superior as of the
date of the Agreement is one million (1,000,000). The number of shares of
Superior Stock outstanding as of the date of this Agreement is one thousand
(1,000). All of the outstanding shares of capital stock of Superior are validly
issued, fully paid, nonassessable and the shares of capital stock owned by the
Controlling Manager are subject to no lien or restriction on transfer, except
restrictions on transfer imposed by applicable securities laws or as otherwise
set forth in Schedule 4.05. All of the outstanding shares of capital stock have
been offered and issued, and will be exchanged at Closing in compliance with
applicable federal and state securities laws. Other than as set forth in
Schedule 4.05, Superior has no outstanding (i) rights (either preemptive or
otherwise) or options to subscribe for or purchase, or any warrants or other
agreements providing for or requiring the issuance of, any capital stock or any
securities convertible into or exchangeable for its capital stock, (ii)
obligation to repurchase or otherwise acquire or retire any of its capital
stock, any securities convertible into or exchangeable for its capital stock or
any rights, options or warrants with respect thereto, (iii) rights that require
it to register the offering of any of its securities under the Securities Act or
(iv) any restrictions on voting any of its securities.

         4.06 Financial Statements. GPRE has been furnished with complete and
correct copies of the following financial statements of Superior (the "Financial
Statements"): (a) the unaudited balance sheet of Superior as of January 31, 2006
(the "Balance Sheet Date") and (b) the unaudited transaction report of Superior
as of January 31, 2006, and (c) any tax return prepared for Superior or for
Controlling Manager that relates to Superior for the tax period ending December
31, 2005 together with the unaudited balance sheet of Superior as of December
31, 2005. The Financial Statements have been prepared in accordance with GAAP
consistently applied, except that the Financial Statements do not contain the
notes required by generally accepted accounting principles, and fairly and
accurately present the financial condition of Superior at the date thereof and
the results of its operations for the period covered thereby. All the books,
records and accounts of Superior are accurate and complete, are in accordance
with good business practice and all laws, regulations and rules applicable to
Superior the conduct of its business and accurately present and reflect all of
the transactions described therein.

         4.07 Outstanding Debt: Absence of Liabilities. Superior (i) does not
have any outstanding indebtedness for borrowed money except as reflected in the
Financial Statements or Schedule 4.07 and (ii) except as reflected, is not a
guarantor or otherwise contingently liable on such indebtedness of any other
Person. Except as set forth in Schedule 4.07, Superior, to the best of its
knowledge with investigation, does not have any material liabilities or
obligations, contingent or otherwise, which are not reflected or provided for in
the Financial Statements.

         4.08 Changes in Condition. Since the Balance Sheet Date, there have
occurred no event or events that, individually or in the aggregate, have caused
or will cause a Material Adverse Effect. Except as set forth in Schedule 4.08,
since the Balance Sheet Date, Superior has not (a) declared any dividend or
other distribution on any shares of its capital stock, (b) made any payment
(other than compensation to its directors, officers and employees at rates in
effect prior to the Balance Sheet Date or for bonuses accrued in accordance with
normal practice prior to the Balance Sheet Date) to any of its Affiliates, (c)
increased the compensation, including bonuses, payable or to be payable to any
of its directors, officers, employees or Affiliates, or (d) entered into any

                                       8

<PAGE>

Contractual Obligation, or entered into or performed any other transaction, not
in the ordinary and usual course of business and consistent with past practice,
other than as specifically contemplated by this Agreement.

         4.09 Contractual Obligations. Schedule 4.09 contains, together with a
reference to the paragraph pursuant to which each item is being disclosed, a
correct and complete list of all Contractual Obligations of a material nature of
Superior of the types described below:

         (a) All collective bargaining agreements, all employment, bonus or
consulting agreements, all pension, profit sharing, deferred compensation, stock
option, stock purchase, retirement, welfare or incentive plans or agreements,
and all plans, agreements or practices that constitute "fringe benefits" to any
of the employees of Superior.

         (b) All Contractual Obligations under which Superior is restricted from
carrying on any business, venture or other activities anywhere in the world.

         (c) All Contractual Obligations to sell or lease (as lessor) any of the
properties or assets of Superior, except in the ordinary course of business, or
to purchase or lease (as lessee) any real property.

         (d) All Contractual Obligations pursuant to which Superior guarantees
any liability of any Person, or pursuant to which any Person guarantees any
liability of Superior.

         (e) All Contractual Obligations pursuant to which Superior provides
goods or services involving payments to Superior of more than $1,000 annually,
which Contractual Obligation is not terminable by Superior without penalty upon
notice of thirty (30) days or less.

         (f) All Contractual Obligations with any Affiliate of Superior.

         (g) All Contractual Obligations providing for the disposition of the
business, assets, or shares of Superior or the merger or consolidation or sale
or purchase of all or substantially all of the assets or business of any Person,
and any letters of intent relating to the foregoing.

         (h) All Contractual Obligations of Superior relating to the borrowing
of money or to the mortgaging or pledging of, or otherwise placing a lien on,
any asset of Superior (except liens imposed by operation of law in favor of
landlords, suppliers, mechanics or others who provide services to Superior).

         (i) All of the Contractual Obligations of Superior that are enforceable
against Superior and, to Superior's knowledge, the other parties thereto in
accordance with their terms, except that enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws,
from time to time in effect, which affect enforcement of creditors' rights
generally. Superior is not in default under nor, to Superior's knowledge, are
there any liabilities arising from any breach or default by any Person prior to
the date of this Agreement of, any provision of any such Contractual Obligation.
Upon request by counsel for GPRE, Superior will, prior to Closing, furnish to
counsel for the GPRE true and correct copies of all Contractual Obligations
listed in Schedule 4.09.

         4.10 Insurance. To Superior's knowledge its insurance policies in full
force and effect, written by reputable insurers licensed to write insurance in
the states in which Superior conducts business, which insurance contracts
provide for coverages which are usual and customary in its business as to amount
and scope. Schedule 4.10 contains a correct and complete list and description of
all insurance policies owned by Superior, correct and complete copies of which
have previously been made available to GPRE. Superior is not in default under
any of its insurance policies, nor has Superior received any notice of
cancellation or intent to cancel or increase premiums with respect to present
insurance policies. Schedule 4.10 also contains a list of all pending claims
with any insurance company and any instances of a denial of coverage of Superior
by any insurance company.

         4.11 Transactions with Affiliates. Other than as set forth in Schedule
4.11, no Affiliate of Superior is a customer or supplier of, or is party to any
Contractual Obligation with Superior.

                                       9

<PAGE>

         4.12 Conformity With Legal Requirements. To the best of Superior's and
the Controlling Manager' knowledge with investigation, (a) the operations of
Superior as now conducted are not in violation of, nor is Superior in default
under, any Legal Requirements presently in effect or Superior's Charter or
Bylaws, and (b) Superior has all franchises, licenses, permits or other
authority presently necessary for the conduct of its business as now conducted.

         4.13 Benefit Plans. Superior does not, and has not previously had, any
Employee Benefit Plans or Welfare Plans.

         4.14 Employees. None of the employees of Superior are presently
represented by a labor union, and no petition has been filed or proceedings
instituted by any employee or group of employees with any labor relations board
seeking recognition of a bargaining representative. Except as set forth in
Schedule 4.14, to Superior's knowledge no controversies or disputes are pending
between Superior and any of its employees. To Superior's knowledge, no employee
of Superior is in violation of any term of any Contractual Obligation with a
former employer relating to the right of any such employee to be employed by
Superior because of the nature of Superior's business or the use of any trade
secrets or proprietary information. Except as set forth in Schedule 4.14, each
employee of Superior is an "employee at will" and may be terminated by Superior
without payment of any amounts other than accrued wages.

         4.15 Taxes. Superior has filed all federal, state and local tax and
information returns which are required to be filed by it and such returns are
true and correct. Superior has paid all taxes, interest and penalties, if any,
reflected in such tax returns or otherwise due and payable by it. Superior has
no knowledge of any material additional assessments or any basis therefor. The
charges, accruals and reserves on the balance sheet of Superior as of the
Balance Sheet Date in respect of taxes or other governmental charges are
adequate in amount for the payment of all liabilities for such taxes or other
governmental charges. Superior has withheld or collected from each payment made
to its employees the amount of all taxes required to be withheld or collected
therefrom and has paid over such amounts to the appropriate taxing authorities.
Any deficiencies proposed as a result of any governmental audits of such tax
returns have been paid or settled or are being contested in good faith, and
there are no present disputes as to taxes payable by Superior.

         4.16 Litigation. Except as set forth in Schedule 4.16, no litigation or
proceeding before, or investigation by, any foreign, federal, state or municipal
board or other governmental or administrative agency or any arbitrator is
pending or, to Superior's knowledge, threatened (nor to Superior's knowledge,
does any basis exist therefor) against Superior or, to Superior's knowledge, any
officer of Superior, which individually or in the aggregate could result in any
material liability or which may otherwise result in a Material Adverse Effect,
or which seeks rescission of, seeks to enjoin the consummation of, or which
questions the validity of, this Agreement or any of the transactions
contemplated hereby.

         4.17 Patents and Trademarks.

                  (a) "Intellectual Property" shall mean any or all of the
         following and all rights in, arising out of, or associated therewith
         anywhere in the world held by such Person and not otherwise in the
         public domain: (1) all United States, international and foreign patents
         and applications therefor (including provisional applications) and all
         reissues, divisions, renewals, extensions, provisionals, continuations
         and continuations-in-part thereof; (2) all inventions (whether
         patentable or not), patterns, drawings, blueprints, specifications,
         products in development, processes, applications, circuits, invention
         disclosures, improvements, trade secrets, proprietary information, know
         how, mask works (and all information contained in a mask but not yet
         fixed in a chip), technology, technical data and customer lists, and
         all documentation relating to any of the foregoing; (3) all copyrights,
         copyright registrations and applications therefor; (4) all industrial
         designs and any registrations and applications therefor throughout the
         world; (5) all trade names, logos, common law trademarks and service
         marks, trademark and service mark registrations and applications
         therefor and all goodwill associated therewith throughout the world;
         (6) all databases and data collections and all rights therein
         throughout the world; (7) all software including, but not limited to,
         (i) Superior's web-enabled customer relation management applications

                                       10

<PAGE>

         that actively assists customers service representatives as well as
         customers directly in preventing and resolving benefit communications
         and administration problems in a highly personalized and customized
         manner (ii) as well as call source code, object code, firmware,
         development tools, files, records and data, all media on which any of
         the foregoing is recorded; (8) all permits, privileges or royalties;
         (9) all domain names and website addresses; (10) any similar,
         corresponding or equivalent rights to any of the foregoing and (11) all
         documentation related to any of the foregoing.

                  (b) Schedule 4.17 sets forth each item of Intellectual
         Property that is owned by Superior and that is used in or material to
         the conduct of Superior's business as it is currently conducted (the
         "Superior Intellectual Property"), including, without limitation, all
         software programs and databases, including any registration and/or
         application numbers therefor. Except as set forth on Schedule 4.17,
         Superior owns and will own on the Closing date each item of Superior
         Intellectual Property set forth on Schedule 4.17. Superior's patents,
         trademarks and copyrights that have been duly registered with, filed in
         or issued by, as the case may be, the U.S. Patent and Trademark Office
         and U.S. Copyright Office or other filing offices, domestic or foreign
         are listed on Schedule 4.17, and the same remain in full force and
         effect.

                  (c) Schedule 4.17 lists each item of Intellectual Property
         other than Superior Intellectual Property that is necessary for the
         conduct of, or otherwise material to, Superior's business as currently
         conducted and as planned to be conducted ("Other Intellectual
         Property"), including without limitation, all software programs.
         Superior has the right, by license or other agreement, to use each item
         of Other Intellectual Property.

                  (d) Schedule 4.17 sets forth all written or oral licenses,
         permissions and arrangements pursuant to which (a) Superior permits any
         Person to use any item of Superior Intellectual Property (b) Superior
         uses any Intellectual Property owned by any Person ((a) and (b)
         collectively, the "Intellectual Property Licenses"). Except as set
         forth on Schedule 4.17, all Intellectual Property Licenses are in full
         force and effect in accordance with their terms, and are free and clear
         of any Liens.

                  (e) Superior has delivered to GPRE correct and complete copies
         of (1) all registrations and applications for any Superior Intellectual
         Property; (2) all Intellectual Property Licenses listed on Schedule
         4.17; and (3) copies of any assignments pursuant to which Superior owns
         any Superior Intellectual Property.

                  (f) Except as set forth on Schedule 4.17: To Superior's
         knowledge (1) Superior is not in material default under any
         Intellectual Property License, and to Superior's knowledge, no such
         material default is currently threatened; (2) the operation of
         Superior's business as currently conducted does not infringe the
         proprietary rights of any Person or constitute unfair competition or
         trade practices under the laws of any jurisdiction and Superior has not
         received any notice, oral or written, that alleges the contrary; (3) to
         Superior's knowledge, no Superior Intellectual Property and no Other
         Intellectual Property used by Superior under any Intellectual Property
         License is being infringed by any third party or group thereof; and (4)
         there is no claim or demand of any Person pertaining to, or any
         proceeding which is pending or, to Superior's knowledge, threatened,
         that challenges Superior's rights with respect to any item of Superior
         Intellectual Property or any Other Intellectual Property used by
         Superior, or the validity or enforceability of any item of Superior
         Intellectual Property, nor are there any claims that any default exists
         under any Intellectual Property License.

                  (g) Except as set forth on Schedule 4.17, no item of Superior
         Intellectual Property or Other Intellectual Property, or any
         Intellectual Property License, is subject to any outstanding order,
         ruling, decree, judgment or stipulation by or with any court, tribunal
         arbitrator, or other Governmental Authority that could affect the
         Seller's ability to use, license, or transfer such Superior
         Intellectual Property or its validity or enforceability.

                  (h) Superior has taken all steps that are reasonably required
         to protect Superior's rights in confidential information and trade
         secrets of Superior or Superior's business or provided by any third
         party to Superior. Without limiting the foregoing, Superior has, and
         enforces, a policy requiring each employee and contractor to execute
         proprietary information and confidentiality agreements in connection
         with Superior Intellectual Property.

         4.18 Consents. No consent, approval, qualification, order or
authorization of, or filing with any governmental authority is required in
connection with the offer and transfer of the Superior Stock by Controlling
Manager or the consummation of any other transaction pursuant to this Agreement.

                                       11

<PAGE>

         4.19 Filings, Broker's Fees. Superior is not obligated to pay any
broker's fee, finder's fee, investment banker's fee or other similar transaction
fee in connection with the transactions contemplated hereby.

         4.20 Minute Books. The minute books of Superior, which shall have been
provided to counsel for GPRE prior to the Closing if requested, contain a
complete record of actions taken at all meetings of directors and Controlling
Manager since formation and reflect all such actions accurately in all material
respects.

         4.21 Real Property Holding Corporation. Superior is not a "United
States real property holding corporation" as defined in section 897(c)(2) of the
Code and Treasury Regulation section 1.897-2(b).

         4.22 Disclosure. Neither this Agreement, nor any agreement,
certificate, statement or document furnished in writing by or on behalf of
Superior to GPRE by Superior or the Controlling Manager in connection herewith
or therewith contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading.


                                    ARTICLE V
                      INDEMNIFICATION AND RESCISSION RIGHT

         5.01 Indemnification. For a period of one year from the Closing, GPRE
agrees to indemnify and hold harmless Controlling Manager, and for the same
period Controlling Manager agree to indemnify and hold harmless GPRE, against
and in respect of any liability, damage or deficiency, all actions, suits,
proceedings, demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, resulting from any material
misrepresentations made by an indemnifying party to an indemnified party, an
indemnifying party's breach of covenant or warranty or an indemnifying party's
nonfulfillment of any agreement hereunder, or from any material
misrepresentation in or omission from any certificate furnished or to be
furnished hereunder. The party claiming indemnity shall notify the indemnifying
party and the indemnifying party shall have thirty (30) days in which to object.
In the event of an objection, the dispute shall be settled by arbitration in
Nevada pursuant to the rules of the American Arbitration Association.

         5.02 Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby for one
year from the Closing date. All of the parties hereto are executing and carrying
out the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement and not upon
any investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.

         5.03 Rescission Right. If, during the period beginning on the Closing
date and ending on the 6 (six) month anniversary of the Closing (the "Rescission
Period"), GPRE determines, in its sole discretion, that it is unable to build
the proposed ethanol plant on the Property (i) primarily because of the form of
any Debt Funding Document and/or the failure of any Transaction Prerequisite, or
(ii) because GPRE is not allowed to build the proposed plant at the Superior
site due to any action of a local government that would definitively stop GPRE
from building an ethanol plant at the proposed site in Superior, then GPRE may
rescind this Agreement by giving written notice of rescission to Controlling
Manager during the Rescission Period and, effective immediately upon such notice
and through no further action of the parties, this Agreement shall be rescinded.
In such event, GPRE shall cancel the Shares and shall return all Superior
securities to Controlling Manager. Notwithstanding the foregoing, GPRE may
shorten but not lengthen the Rescission Period, in its sole discretion, by
giving written notice of the same to Controlling Manager.

                                       12

<PAGE>

         5.04 Negative Covenants. During the Rescission Period, Superior shall
not, without the advanced written approval of Controlling Manager, which consent
may be withheld in his sole discretion:

         (a) Change any location of any of the places of business or of the
establishment of any new, or the discontinuance of any existing, place of
business of Superior;

         (b) Spend any funds that are held by Superior;

         (c) Declare or pay any distribution on any Superior securities;

         (d) Liquidate or dissolve, or enter into any consolidation, merger,
pool, joint venture, syndicate, or other combination, or sell, lease, or dispose
of its business or assets as a whole or in part;

         (e) Create, incur, assume, or be liable for, contingently or otherwise,
any indebtedness for borrowed money that did not exist at the Closing, or become
liable as a surety, guarantor, accommodation endorser, or otherwise, for or on
the obligation of any other person, firm, or corporation; or

         (f) Incur any contractual obligation(s) after the Closing date that
involves, in the aggregate, more than $1,000.

         5.05 Holdback. During the Rescission Period, GPRE shall hold the Shares
for the benefit of Controlling Manager. Upon expiration of the Rescission Period
the Shares shall immediately be delivered to Controlling Manager. In the event
that GPRE exercises its rescission right, then the Shares will immediately be
cancelled and no Shares shall be deliverable to Controlling Manager.
Notwithstanding GPRE's possession of the Shares during the Rescission Period,
Controlling Manager shall have and enjoy all rights and privileges of ownership
thereof (other than possession) during such period, unless and until GPRE shall
have exercised its rescission right pursuant to Section 5.03 above.


                                   ARTICLE VI
                                  MISCELLANEOUS

         6.01 Further Assurances. At any time, and from time to time, after the
Closing date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

         6.02 Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of the personal representatives, successors and assigns
of the respective parties hereto. The parties shall not have the right to assign
their rights or obligations hereunder or any interest herein without obtaining
the prior written consent of GPRE, Superior, and Controlling Manager.

         6.03 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only with
the written consent of (i) GPRE, (ii) Superior, and (iii) the Controlling
Manager. Any amendment or waiver affected in accordance with this Section 6.03
shall be binding upon each party hereto.

         6.04 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. One or more counterparts of this
Agreement or any Exhibit or Schedule hereto may be delivered via facsimile and
such facsimile counterpart shall have the same effect as an original counterpart
hereof.

                                       13

<PAGE>

         6.05 Notices. Any notice or other communication in connection with this
Agreement shall be deemed to be delivered if in writing addressed as provided
below and if either (a) actually delivered at said address, (b) in the case of a
letter, seven business days shall have elapsed after the same shall have been
deposited in the United States mails, postage prepaid and registered or
certified, return receipt requested or (c) transmitted to any address outside of
the United States, by telecopy and confirmed by overnight or two-day courier:

         If to the GPRE, to it at Green Plains Renewable Energy, Inc., 7945 West
Sahara Avenue, Suite 107, Las Vegas, NV, 89117, fax (702) 361.9308, attention:
President, or at such other address as GPRE shall have specified by notice to
the parties.

         If to Superior, to it at 1739 Charles Avenue, Lawton, Iowa 51030, fax
(712) 944-4928, attention: Brian Peterson, or at such other address as Superior
shall have specified by notice to the parties.

         If to Controlling Manager, to Brian Peterson at 1739 Charles Avenue,
Lawton, Iowa51030, fax (712) 944.4928, or at such other address as Controlling
Manager shall have specified by notice to the parties.

         6.06 Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Iowa.

         6.07 Responsibility and Costs. All fees, expenses and out-of-pocket
costs and expenses, including, without limitation, fees and disbursements of
counsel, advisors and accountants, incurred by the parties hereto shall be borne
solely and entirely by the party that has incurred such costs and expenses.

         6.08 General. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of any other
term or provision hereof. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. This
Agreement and the other items referred to herein or therein constitute the
entire understanding of the parties hereto with respect to the subject matter
hereof and thereof and supersede all present and prior agreements, whether
written or oral.


         The undersigned have executed this Agreement as of the date first above
written.

                                           GREEN PLAINS RENEWABLE ENERGY, INC.
                                        
                                        
                                           By:  /s/ Barry Ellsworth  
                                              ----------------------------------
                                              Name: Barry Ellsworth
                                              Title: President
                                        
                                           SUPERIOR ETHANOL, LLC
                                        
                                        
                                           By:  /s/ Brian Peterson            
                                              ----------------------------------
                                              Name: Brian Peterson
                                              Title: Manager
                                        
                                        
                                           By:  /s/ Brian Peterson            
                                              ----------------------------------
                                              Name: Brian Peterson, individually

                                       14

                                                                    Exhibit 21.1

                            SCHEDULE OF SUBSIDIARIES

           Name of Subsidiary                      State of Incorporation
           ------------------                      ----------------------

         Superior Ethanol, LLC                             Iowa



                                                                    Exhibit 31.1

         I, Barry A. Ellsworth, as Principal Executive Officer of the Company,
certify that:

         1. I have reviewed this report on Form 10-K of Green Plains Renewable
Energy, Inc.;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

         4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:

         a.       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure
 that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         b.       Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         c.       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         d.       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

         5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

         a.       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b.       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: February 22, 2006                  /s/ Barry A. Ellsworth                 
                                       -----------------------------------------
                                       Barry A. Ellsworth
                                       President and Principal Executive Officer

                                                                    Exhibit 31.2

         I, Dan Christensen, as Principal Financial Officer of the Company,
certify that:

         1. I have reviewed this report on Form 10-K of Green Plains Renewable
Energy, Inc.;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

         4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:

         a.       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure
 that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         b.       Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         c.       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         d.       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

         5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

         a.       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b.       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: February 22, 2006                              /s/ Dan Christensen    
                                                 -------------------------------
                                                 Dan Christensen
                                                 Principal Financial Officer

                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Green Plains Renewable
Energy, Inc. (the "Company") on Form 10-K for the period ending November 30,
2005, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Barry A. Ellsworth, Principal Executive Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:
       
         (1)      The Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.

/s/ Barry A. Ellsworth
---------------------------
President and 
Principal Executive Officer
February 22, 2006



                                                                    Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Green Plains Renewable
Energy, Inc. (the "Company") on Form 10-K for the period ending November 30,
2006 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Dan Christensen, Principal Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
       
         (1)      The Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.

/s/ Dan Christensen
---------------------------
Treasurer and 
Principal Financial Officer
February 22, 2006