3/27/07 DISCUSSION DRAFT

[COMPANY LETTERHEAD AND ADDRESS]

March [_____], 2007

[PURCHASER NAME]

[ADDRESS]

Attn: [__________]

Re: Sale of [PROJECT NAME]

Dear [__________]:

This letter (“Letter of Intent”) confirms certain preliminary discussions between [COMPANY]., a Nebraska limited liability company (“Company”) and [PURCHASER], a [__________] (“Purchaser”; and each of Company and Purchaser, individually, a “Party” and, collectively, the “Parties”) as set forth in Article I below, to negotiate, on an exclusive basis, for the purchase and sale of, alternatively:

(a) Sale of Assets: all of the tangible and intangible assets of Company and Company [PROJECT SUBSIDIARY] a [STATE] limited liability company (“Project Subsidiary”), including but not limited to all real and personal property described on Exhibit A (the “Project Assets”) related to the development of a fuel ethanol project (the “Project”) on certain real property located in [COUNTY], [STATE], as more particularly described on Exhibit B (the “Project Site”); or

(b) Sale of Membership Interests: all of the issued and outstanding limited liability company interests in Project Subsidiary, all of which are owned and held by Company.

(any one or more transactions encompassing the foregoing, collectively, the “Proposed Transaction”).

Except with respect to, and as specifically set forth in, the Binding Provisions (defined below) of this Letter of Intent, the Parties agree that:

(i) the matters set forth in this Letter of Intent are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and