Ethanol Grain Processors, LLC Sample Contracts

Contract
License Agreement • October 24th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals

THIS LICENSE AGREEMENT (this “License Agreement”) is entered into and made effective as of the 25th day of August, 2006 (“Effective Date”) by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company (“OWNER”), and ICM, Inc., a Kansas corporation (“ICM”).

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ETHANOL GRAIN PROCESSORS, LLC SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Subscription and Investment Representation Agreement • December 30th, 2005 • Ethanol Grain Processors, LLC • Tennessee

THIS SUBSCRIPTION AGREEMENT is entered into and made effective as of the 21st day of November, 2005, by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company with principal executive offices located at 1918 McDonald Road, Rives, Tennessee 38253, and mailing office address of P.O. Box 95, Obion, Tennessee 38240 (the “Company”), and Ethanol Capital Management, LLC, a Delaware limited liability company with principal executive offices located at 4400 East Broadway Blvd. Suite 600, Tucson, Arizona 85711 (the “Subscriber”).

MULTIPURPOSE NOTE AND SECURITY AGREEMENT
Multipurpose Note and Security Agreement • December 30th, 2005 • Ethanol Grain Processors, LLC • Tennessee

Barrower: “I”, “Me” and “My” Means Each Borrower Below Jointly and Severally Lender: “You” and “Your” Means The Lender, its Successors and Assigns Customer No. Loan No. 95200

MULTIPURPOSE NOTE AND SECURITY AGREEMENT Officer No. 073 C
Multipurpose Note and Security Agreement • October 24th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals

Borrower: “I”, “Me” and “My” Means Each Borrower Below Jointly and Severally Lender: “You” and “Your” Means The Lender, Its Successors and Assigns Customer No.

ENERGY MANAGEMENT AGREEMENT Site Development and Operations
Energy Management Agreement • March 27th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Minnesota

The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”) and Ethanol Grain Processors, LLC (“Client”) related to the provision of energy management services.

RATE SCHEDULE EFT ENHACED FIRM TRASPORTATION SERVICE FORM OF SERVICE AGREEMENT CONTRACT NO. 20061
Service Agreement • October 24th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals
ETHANOL GRAIN PROCESSORS, LLC SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Subscription and Investment Representation Agreement • December 30th, 2005 • Ethanol Grain Processors, LLC • Tennessee

THIS SUBSCRIPTION AGREEMENT is entered into and made effective as of December 2, 2005, by and between Ethanol Grain Processors, LLC, with its principal executive office located at 1918 McDonald Road, Rives, Tennessee 38253, with mailing address of P.O. Box 95, Obion, Tennessee 38240 (the “Company”), and Fagen Energy, Inc., with principal executive office located at 501 W. Highway 212, P.O. Box 159, Granite Falls, Minnesota 56241 (the “Subscriber”).

STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES
Form of Agreement • March 27th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Nebraska

This AGREEMENT is made by and Ethanol Grain Processors, hereinafter called OWNER, and ANTIOCH International, Inc., hereinafter called ENGINEER, for professional services not presently specified under any other agreement between OWNER and ENGINEER. ENGINEER agrees to provide OWNER with requested professional services more specifically described as follows:

MANAGEMENT CONSULTING AGREEMENT
Management Consulting Agreement • December 30th, 2005 • Ethanol Grain Processors, LLC • Tennessee

THIS MANAGEMENT CONSULTING AGREEMENT (“Agreement”) is made and entered into effective July 26, 2005, by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company with its principal office located at 1918 McDonald Road, Rives, Tennessee 38253 and mailing address of P.O. Box 95, Obion, Tennessee 38240 (“EGP”) and The Patterson Group, LLC, a Tennessee limited liability company with its principal office at and mailing address of 308 Windemere Woods Drive, Nashville, Tennessee 37215 (“Patterson Group”).

AGENCY AUTHORIZATION AGREEMENT
Agency Authorization Agreement • March 27th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals

Ethanol Grain Processors, LLC (“Client”), in Obion, Tennessee, desires to engage the services of U.S. Energy Services, Inc. (“U.S. Energy”) to manage its energy supplies for its facilities.

SERVICE AGREEMENT BETWEEN RTP ENVIRONMENTAL ASSOCIATES, INC. AND ETHANOL GRAIN PROCESSORS
Service Agreement • March 27th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • New York

THIS AGREEMENT is entered into between RTP ENVIRONMENTAL ASSOCIATES, INC. hereinafter called “Consultant”, and ETHANOL GRAIN PROCESSORS hereinafter called “Client”. In consideration of the covenants herein contained and upon subject to the mutual terms and conditions set forth herein, the parties hereto agree as follows:

CONSULTING AGREEMENT
Consulting Agreement • June 5th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals

THIS AGREEMENT made and entered into this day of April, 2006, by and between Ethanol Grain Processors, LLC (“Company”) and Thomas D. Williamson, DBA Transportation Consultants Co. (“Consultant”) for rail transportation consulting work.

CORN PURCHASING AGREEMENT
Corn Purchasing Agreement • December 29th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Tennessee

THIS CORN PURCHASING AGREEMENT (this “CPA”) is made and entered into as of the 22nd day of December, 2006, by Ethanol Grain Processors, LLC, a Tennessee limited liability company (“Buyer”), and Obion Grain Co., Inc., a Tennessee corporation (“Seller”).

OPTION AGREEMENT
Option Agreement • December 30th, 2005 • Ethanol Grain Processors, LLC • Tennessee

THIS OPTION AGREEMENT (this “Option Agreement”) is made and entered into effective November 2, 2005, by and between Obion Grain Co., Inc., as seller, and Ethanol Grain Processors, LLC, as buyer.

LUMP SUM DESIGN-BUILD CONTRACT
Lump Sum Design-Build Contract • October 24th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Minnesota

This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of August 25, 2006, (the “Effective Date”) by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).

INVESTMENT TERMS AGREEMENT
Investment Terms Agreement • October 24th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Tennessee

This INVESTMENT TERMS AGREEMENT (the “Agreement”) is entered into as of the 9th day of October, 2006, among Bioverda Limited, a company organized under the laws of Ireland (“Bioverda”), Virgin Group Holdings Limited, a company organized under the laws of the British Virgin Islands (“Virgin”), and Ethanol Grain Processors, LLC, a limited liability company formed under the laws of State of Tennessee (the “Company”, and together with Bioverda and Virgin, the “Parties”, and each a “Party”).

CONTRACT AND AGREEMENT BY AND BETWEEN ETHANOL GRAIN PROCESSORS, LLC AND HAROLD COFFEY CONSTRUCTION, INC.
Contract and Agreement by And • December 29th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Tennessee

This Contract and agreement entered this 22nd day of December, 2006, by and between Ethanol Grain Processors, LLC (“Owner”) and Harold Coffey Construction, Inc. (“Contractor”). For and in consideration of the agreements, covenants, payments and promises mentioned herein, the Owner and Contractor contract, covenant and agree to as follows:

ESCROW AGREEMENT
Escrow Agreement • May 5th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Tennessee

THIS ESCROW AGREEMENT, dated as of the 20th day of April, 2006 (this “Agreement”), is entered into by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company (the “Company”), and Regions Bank, an Alabama banking corporation (the “Escrow Agent”).

CONSULTING AGREEMENT
Consulting Agreement • March 27th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Tennessee

This Consulting Agreement (the “Agreement”) is made this 29th day of March, 2005 (the “Effective Date”), by and between BioEnergy Capital Consultants, LLC, a South Dakota limited liability company, with an address of 44095 212th Street, Lake Preston, South Dakota 57249 (“BioEnergy”), and Ethanol Grain Processors, LLC,, a Tennessee limited liability company, with an address of PO Box 95, Obion, Tennessee 38240 (“Client”).

ETHANOL GRAIN PROCESSORS, LLC AMENDMENT TO SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Investment Representation Agreement • March 27th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals

THIS AMENDMENT TO SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT (this “Amendment”) is entered into and made effective as of March 16, 2006, by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company with principal executive offices located at 1918 McDonald Road, Rives, Tennessee 38253, and mailing office address of P.O. Box 95, Obion, Tennessee 38240 (the “Company”), and Fagen Energy, Inc., a Minnesota corporation with principal executive office located at 501 W. Highway 212, P.O. Box 159, Granite Falls, Minnesota 56241 (the “Subscriber”).

ETHANOL GRAIN PROCESSORS, LLC SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Subscription and Investment Representation Agreement • December 30th, 2005 • Ethanol Grain Processors, LLC • Tennessee

THIS SUBSCRIPTION AGREEMENT is entered into and made effective as of December 2, 2005, by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company with principal executive offices located at 1918 McDonald Road, Rives, Tennessee 38253, and mailing office address of P.O. Box 95, Obion, Tennessee 38240 (the “Company”), and Fagen Energy, Inc., a Minnesota corporation with principal executive office located at 501 W. Highway 212, P.O. Box 159, Granite Falls, Minnesota 56241 (the “Subscriber”).

PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT
Engineering Services Agreement • October 24th, 2006 • Ethanol Grain Processors, LLC • Industrial organic chemicals • Minnesota

THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of May 25, 2006, (the “Effective Date”) by and between Ethanol Grain Processors, LLC a Tennessee Limited Liability 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.”

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