LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “License Agreement”) is entered into and made effective as of the _____ day of _____________________, 200____ (“Effective Date”) by and between __[COMPANY]____________________________, a _Colorado____________________, __Company_____________C_____________________ (“OWNER”), and [COUNTERPARTY], a Kansas corporation (“[COUNTERPARTY]”).

WHEREAS, OWNER and [COUNTERPARTY] have entered into that certain AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER ON THE BASIS OF A STIPULATED PRICE dated ____________________, 200_____ (the “Contract”), under which [COUNTERPARTY] is to design and construct a __40_____ million gallon per year ethanol plant for OWNER to be located in or near _[CITY]_________________, ___Colorado_______________ (the “Plant”);

WHEREAS, [COUNTERPARTY] will use proprietary technology and information of [COUNTERPARTY] in the design and construction of the Plant; and

WHEREAS, OWNER desires from [COUNTERPARTY], and [COUNTERPARTY] 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. Upon OWNER’s payment in full of all amounts due and owing to [COUNTERPARTY] under the Contract, [COUNTERPARTY] 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”).

2. The “Proprietary Property” means, without limitation, documents, Operating Procedures (hereinafter defined), materials and other information that are furnished by [COUNTERPARTY] to OWNER 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 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 [COUNTERPARTY] 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 [COUNTERPARTY]; (ii) was in the public domain prior to disclosure by [COUNTERPARTY]; (iii) was disclosed to OWNER by a third party having the legal right to possess and disclose such information or materials; or (iv) after disclosure by [COUNTERPARTY] 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.