Standard Form of Agreement Between
Owner and Design-Builder Lump Sum*

This document has important legal consequences.  Consultation with

an attorney is recommended with respect to its completion or modification.

This AGREEMENT is made as of the 24^th day of October in the year of 2003, by and between the following parties, for services in connection with the Project identified below.

OWNER:

(Name and address)

Golden Grain Energy, LLC

951 N. Linn Avenue

PO Box 435

New Hampton, IA  50659

DESIGN-BUILDER:

(Name and address)

Fagen, Inc.

501 W. Highway 212

P. O. Box 159

Granite Falls, MN 56241

PROJECT:

(Include Project name and location as it will appear in the Contract Documents)

40 MGY Dry Grind Ethanol Plant

In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein.

DBIA Document No. 525   Standard Form of Agreement

Between Owner and Design Builder Lump Sum

1998 Design-Build Institute of America

*Portion omitted pursuant to a request for confidential treatment and filed seperately with the Securities and Exchange Commission.

1

Article 1

Scope of Work

1.1                               Design-Builder shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents.

Article 2

Contract Documents

2.1                               The Contract Documents are comprised of the following:

.1                                      All written modifications, amendments and change orders to this Agreement issued in accordance with DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (1998 Edition) (General Conditions of Contract);

.2                                      This Agreement, including all exhibits and attachments, executed by Owner and Design-Builder, said Exhibits being:

Exhibit A [*]

Exhibit B [*]

Exhibit C Owners Responsibilities - (6) Pages;

Exhibit D [*]

Exhibit E [*]

*Portion omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

.3                                      Written Supplementary Conditions, consisting of two pages, to the General Conditions of Contract;

.4                                      The General Conditions of Contract;

.5                                      Construction Documents prepared and approved in accordance with Section 2.4 of the General Conditions of Contract;

.6                                      Design-Builders Deviation List, if any, contained in Design-Builders Proposal, which shall specifically identify any and all deviations from Owners Project Criteria;

.7                                      Owners Project Criteria;

.8                                      Design-Builders Proposal, except for the Deviation List,  submitted in response to Owners Project Criteria; and

.9                                      The following other documents, if any:  N/A

2

Article 3

Interpretation and Intent

3.1                               The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Contract Price. The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards.  In the event of any inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents shall take precedence in the order in which they are listed in Section 2.1 hereof.

3.2                               Terms, words and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract.

3.3                               The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein.  The Contract Documents supercede any prior letters of intent between the parties, and such letters of intent are now null and void.   No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents.

Article 4

Ownership of Work Product

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

4.2                               Owners Limited License Upon Payment in Full.  Upon Owners payment in full for all Work performed under the Contract Documents, Design-Builder shall vest in Owner a limited license to use the Work Product in connection with Owners occupancy, repair, remodeling or enlargement of the Project and Design-Builder shall provide Owner with a copy of the as built plans, conditioned on Owners express understanding that its use of the Work Product and its acceptance of the as built plans is at Owners 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.  The limited license to use the work product shall be limited by and construed according to the terms contained in the License Agreement between Owner and ICM, Inc., attached hereto and made a part hereof as Exhibit D.

4.3                               Owners Limited License Upon Owners Termination for Convenience or Design-Builders Election to Terminate.  If Owner terminates the Project for its convenience as set forth in Article 8 hereof, or if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, Design-Builder shall, then upon Owners payment in full of the amounts due Design-Builder under the Contract Documents, vest in Owner a limited license to use the Work Product to complete the Project and subsequently occupy, repair, remodel or enlarge the Project, subject to the following:

.1                                      Use of the Work Product is at Owners 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

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