TERM SHEET

This Term Sheet (the “Term Sheet”), dated as of the _____ day of __________, [YEAR] (the “Effective Date”), sets forth the non-binding principal terms of a proposed agreement between [COMPANY], a _________ limited liability company (“Owner”) and [COMPANY], ____, a __________ (“Contractor”) for an agreement (“EPC Contract”) on which Owner shall engage Contractor to provide design, engineering, procurement, construction, start-up, testing and completion by Contractor of two complete, fully integrated, fully functional and operational dry-mill fuel-grade ethanol plants (each, a “Plant”), each with a guaranteed nameplate capacity of 100 million gallon per year of denatured fuel grade ethanol, including all facilities, auxiliaries and related systems and controls necessary to enable nameplate capacity, dry mill, fuel ethanol plants to be located in __________ and __________, respectively, and owned by Owner the (the “Plants”), all on a turn-key basis.

Except with respect to, and as specifically set forth in, the Binding Provisions (defined below) of this Term Sheet, Owner and Contractor actor understand that (a) the matters set forth in this Term Sheet are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Project and (b) neither Owner, nor Contractor, shall not be bound by all or any portion of the Project unless and until each of [COMPANY], [COMPANY] and the Majority Shareholders agree upon and execute one or more mutually satisfactory written and definitive documents with regard to the Project (the “EPC Contracts”).

DESCRIPTION OF PROJECT

Owner owns or has rights in [DESCRIBE SITE]

Owner intends to construct and operate two [DESCRIBE PLANT] for the production of [] and [co-products] on the [COMPANY] [design].

Owner intends to finance the construction and operation of the Plants through debt and equity sources, and shall assign its rights under the EPC Contracts to Parties providing debt and/or equity financing for the Plants or []

Contractor is a construction contractor experienced in . Contractor is engaged in a [] with [COMPANY] corporation and has all license and other rights in and to [COMPANY] technology to design, basic engineering, detailed engineer, procure, construct, commission, test and complete the Plants, and provide customary guarantees and warranties with respect to its work, the performance of the Plants, and [] described in this Term Sheet.

NON-BINDING HEADS OF TERMS

Owner and Contractor agree on the following preliminary, non-binding understandings with regard to the EPC Contracts for each Plant (the “Non-Binding Provisions”):