Exhibit 99.1
Memorandum of Understanding (MOU)
This memorandum of understanding is between Victory Renewable Fuels, LLC (Owner) of Lester Iowa, USA and the investment groups of Clean Energy Investment I and Clean & Green Energy Investment of Madrid, Spain (Investors). TheInvestorsare represented IDOM, S.A. a Spanish corporation serving as technical advisors, and they have Morgan Stanley as financial advisor.
This MOU is entered on the 21th day of May, 2007.
It is agreed between the parties that:
| * | 1) | Ownerintends to sell, for $1.000 per unit, at least 60% equity in the 30 million gpy Biodiesel production facility to be located in Lyon county, Iowa to theInvestorsfor approximately US $20,000,000. |
| 2) | TheOwnerwill not sell the equity referred to in #1 above to others until IDOM S.A. assesses the viability of the opportunity to invest in the Lyon county Biodiesel facility. |
| 3) | IDOM S.A., on behalf ofInvestors, has 60 calendar days from the signing of this MOU in which to complete its Due Diligence of the project for theInvestors, after which timeOwnerhas no obligation to reserve its membership units for Investors and may sell its membership units to other investors.Ownerto provide all information requested for performing the Due Diligence within five calendar days of the request. For the benefit of theOwner,within 30 days from the start of the Due Diligence,IDOM S.A. will adviseOwner in writing of the current results of the Due Diligence and whether the intent is to continue or discontinue the Due Diligence. At the completion of the Due Diligence, if the findings are favorable and accepted by theInvestors,Investors andOwner, will set up legal contracts and agreements for the acquisition of a portion of the equity in the project. |
| 4) | Any professional fees incurred byInvestorsor by IDOM S.A., including any fees payable to Morgan Stanley, in connection with any Due Diligence or other professional services rendered on behalf ofInvestors shall be paid byInvestorsand not byOwner. Any professional fees incurred byOwnerin connection with said Due Diligence or other professional services rendered on behalf ofOwner, shall be paid byOwnerand not byInvestors. |
| OWNER | INVESTORS | |||
| Victory Renewable Fuels, LLC | Clean Energy Investment | |||
| Clean & Green Energy Investment | ||||
By:/s/ Allen L. Blauwet | By:/s/ Victor Allende/Pablo Ruiz del Portal | |||
Name:Allen L. Blauwet | Name:Victor Allende/Pablo Ruiz del Portal | |||
Title:Pres. | Title: | |||
| *ONE THOUSAND US DOLLARS PER UNIT | – | R.K. /s/ Roger Knoblock Victory Renewable Fuels * /s/ John R. Buzek 23 May ‘07 John R. Buzek AEC Engineering/IDOM |
