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DESIGN-BUILD
INSTITUTE OF AMERICA

Standard Form of Agreement Between
Owner and Design-BuilderLump 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 9th day of September in the year of 2005, by and between the following parties, for services in connection with the Project identified below.

OWNER:
(Name and address)

Aventine Renewable Energy, Inc.
1300 South 2^nd Street
Pekin, IL 61554

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)

55 MGY Dry Grind Ethanol Plant
at Pekin, Illinois

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

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 APerformance Guarantee Criteria(2) Pages;
Exhibit BGeneral Project Scope(3) Pages;
Exhibit COwner's Responsibilities(17) Pages;
Exhibit DLicense of Proprietary Property of ICM, Inc.(6) Pages;
Exhibit EStart-up Services to be Provided to Owner (1) Page;
Exhibit FSchedule of Values (1) Page; Exhibit GProject Milestones (1) Page.

.3

Written Supplementary Conditions, consisting of six pages, to the General Conditions of Contract;



.4

The General Conditions of Contract;



.5

Preliminary Construction Documents prepared by Design-Builder; and



.6

The following other documents, if any: N/A

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 Supplementary Conditions and 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.

2

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    Owner's 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 Owner's occupancy [*] and repair of the Project and Design-Builder shall provide Owner with a copy of 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. Owner shall be entitled to use the Work Product for the purpose relating to this Project, but shall not be entitled to use the Work Product on any other projects, including expansion of this Project. [*] The limited license to use the Work Product granted herein by Design-Builder to Owner shall be governed by and construed in accordance with the same terms and provisions contained in the License Agreement between Owner and ICM, attached hereto as Exhibit D and incorporated herein by reference thereto, except (i) references in such License Agreement to ICM and Proprietary Property shall refer to Design-Builder and Work Product, respectively, and (ii) the arbitration provisions contained in Article 10 of the General Conditions shall apply to any breach or threatened breach of Owner's duties or obligations under such limited license other than 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 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. The preceding last three sentences of this paragraph also apply to Articles 4.3 and 4.4 below.

4.3    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 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 Owner's 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, operate, maintain and repair the Project, subject to the following:

.1

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



.2

If the termination for convenience is by Owner or if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, then Owner agrees to pay Design-Builder the additional sum of [*] as compensation for the limited right to use the Work Product (completed "as is" on the date of termination) in accordance with this Article 4.

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