<Page>
Exhibit 10.8
{ICM LOGO} 310 N. FIRST ST.
PO Box 397
COLWICH, KS 67030
PHONE: 316.796.0900
FAX: 316.796.0570
================================================================================
April 14, 2005
Attn:
Revif Stephenson
Advanced BioEnergy, LLC
1850 Fox Ridge
Road Orono, MN 55356
Subject: Environmental Permitting Proposal for a 100 MM (gas) GPY Ethanol
Manufacturing Plant in Fairmont, NE
Dear Mr. Stepenson:
Per your request for assistance in securing state approval to start
construction, the attached is my estimate to prepare the appropriate
environmental applications and plans for a selected site. You will be required
to obtain other local permits in order to start construction -- this proposal is
strictly for environmental permitting. All billing will be on a Time & Material
basis at the following rates:
<Table>
<Caption>
PERSONNEL RATE
- --------------------------------------------------------------------------------
Engineering Specialist I $ 150 per hour
Process Engineer I $ 150 per hour
Engineering Specialist II $ 110 per hour
Designer II $ 70 per hour
Administrative $ 46 per hour
</Table>
ICM's billing for time is based on the above hourly rates with no additional
markup. Travel and travel expenses are billed at cost plus 15%. Other billings
may include subcontractor and/or necessary consultant costs and will be billed
biweekly on a time & material plus 15% basis. Applicable sales tax, if any, will
be added accordingly. Any use, gross receipts, or other excise taxes and charges
imposed by any federal, state, or municipal law, ordinance, or regulation upon
the provision of services covered under this Agreement are also not included and
will be billed as required.
ICM's experience is that a Time & Materials type agreement is generally
preferable for the client due to the unexpected circumstances that may arise
during environmental permitting. Additional costs may be imposed on the project
if ICM is required to address significant public comment and/or assist in
lengthy agency negotiations regarding specific permit terms and conditions.
<Page>
The following costs (if required) are not included in the proposal: permit
application fees, amended submittals, ambient air sampling, continuous emission
monitoring, health risk assessment, additional air dispersion modeling
iterations for additional designs and/or layout changes, water quality sampling
and lab analysis, individual permit for storm water associated with
construction, Title V operating permit application, acquisition of emission
offsets, public hearings, and State requested meetings.
- AIR CONSTRUCTION PERMITS:
It has been determined that the proposed facility will be a synthetic
minor source of emissions. If it turns out that the facility is a
major source or that it requires ambient air quality simulation
modeling, LAER, or BACT analyses, then additional costs will be
incurred.
- WATER PERMITS:
It is expected that the proposed facility will be subject to state
water discharge regulations. As noted above, my cost estimate assumes
that a General Permit for Storm Water Associated with Construction
Site Activity will be adequate for the project site construction. In
addition, the state program will require that permits be obtained for
water supply and discharges for non-contact process wastewater and
hydrostatic testing discharges.
ICM appreciates the opportunity to provide this proposal and cost quotation to
assist with project environmental permitting. ICM and our subcontractors are
extremely well qualified to assist in securing the required environmental
permits and approvals for the proposed facility. Our technical strength is our
extensive ethanol industry experience, broad understanding of the environmental
control requirements impacting the ethanol industry, and solid working knowledge
of environmental regulations. I am confident that ICM will provide the necessary
technical and regulatory skills to help make your new ethanol plant a success.
Respectfully submitted,
/s/ WILLIAM J. RODDY
William J. Roddy
Manager of Environmental Affairs
AUTHORIZATION TO PROCEED: IF THE ABOVE TERMS AND THE ATTACHED SERVICE AGREEMENT
ARE ACCEPTABLE, YOUR SIGNATURE ON THE SIGNATORY PAGE OF THE SERVICES AGREEMENT
WILL SIGNIFY YOUR APPROVAL FOR ICM TO PROCEED WITH THE PREPARATION OF THE PERMIT
APPLICATION PACKAGES.
<Page>
ATTACHMENT A
<Table>
<Caption>
Check Box
for ICM
Task
- ----------------------------------------------------------------------------------------------------------------------------
BEFORE GROUND BREAKING ESTIMATED COST /X/
- ----------------------------------------------------------------------------------------------------------------------------
201. Air Construction Permit (Modeling Costs Included) $15,000 - $25,000 /X/
- ----------------------------------------------------------------------------------------------------------------------------
202. Stormwater Notice of Intent (General Permit) - Construction $1,000 /X/
- ----------------------------------------------------------------------------------------------------------------------------
203. Stormwater Pollution Prevention Plan - Construction $4,500 /X/
- ----------------------------------------------------------------------------------------------------------------------------
204. State Historical Society Research $600 /X/
- ----------------------------------------------------------------------------------------------------------------------------
205. Endangered Species Research $600 / /
- ----------------------------------------------------------------------------------------------------------------------------
206. Health Risk Assessment (state dependent) $10,000 - $50,000 / /
- ----------------------------------------------------------------------------------------------------------------------------
Above Ground Storage Tank General Permit Application / /
207. (state dependent) $3,000
- ----------------------------------------------------------------------------------------------------------------------------
208. Odor Action Plan (Optional) $2,500 / /
- ----------------------------------------------------------------------------------------------------------------------------
209. Basic Environmental Assessment (state dependent) $6,500 - $10,000 / /
- ----------------------------------------------------------------------------------------------------------------------------
211. Corps of Engineers Section 404 Permit (if wetlands are present) $1,500 - $5,000 / /
- ----------------------------------------------------------------------------------------------------------------------------
295. Environmental Project Management $1,000 - $5,000 See notes
BEFORE OPERATION
============================================================================================================================
Industrial Well Permit/Registration
221. (ICM recommends application prior to construction) $3,000 - $7,000 / /
- ----------------------------------------------------------------------------------------------------------------------------
Water Discharge Permit (NPDES, POTW, Irrigation, and/or $4,000 - $10,000 / /
Irrigation $2,500 / /
222. Plan) $1,200 / /
- ----------------------------------------------------------------------------------------------------------------------------
223. Hydrostatic Testing Water Discharge Permit $5,000 / /
- ----------------------------------------------------------------------------------------------------------------------------
224. Stormwater Notice of Intent (General Permit) - Industrial $10,000 - 20,000 / /
Operation
- ----------------------------------------------------------------------------------------------------------------------------
225. Stormwater Pollution Prevention Plan - Industrial Operation
- ----------------------------------------------------------------------------------------------------------------------------
226. Risk Management Plan
- ----------------------------------------------------------------------------------------------------------------------------
Spill Prevention Controls and Countermeasures Plan $6,000 - $12,000 / /
227. (Pe Certification Not Included) $3,500 / /
- ----------------------------------------------------------------------------------------------------------------------------
228. Public Water Supply Permit $1,000 / /
- ----------------------------------------------------------------------------------------------------------------------------
229. Permit from the Bureau of Alcohol, Tobacco, and Firearms $2,500 $3,000 / /
- ----------------------------------------------------------------------------------------------------------------------------
231. County Health Department Septic System Permit (geological work
extra)
$8,000 - $12,000
30 DAYS AFTER STARTUP $2,500 / /
============================================================================================================================
241. Conditionally Exempt Small Quantity Generator Qualification / /
- ----------------------------------------------------------------------------------------------------------------------------
242. Tank Notification (state dependent)
180 DAYS AFTER STARTUP (AFTER EMISSIONS TESTING)
- ----------------------------------------------------------------------------------------------------------------------------
251. Air Permit to Operate $10,000 / /
ANNUALLY AFTER STARTUP
- ----------------------------------------------------------------------------------------------------------------------------
261. Annual Emission Inventory $3,500 per year / /
- ----------------------------------------------------------------------------------------------------------------------------
262. Tier 2 Reporting $2,500 per year / /
- ----------------------------------------------------------------------------------------------------------------------------
263. Form R Reporting $3,000 per year / /
</Table>
GENERAL NOTES:
A.) PROJECT MANAGEMENT COSTS ARE NOT AN OPTION, BUT ARE INCURRED DURING
THE COURSE OF PERMIT PREPARATION. SEE EXPLANATION IN ATTACHMENT B.
B.) ALL EXTERNAL SERVICES (I.E. PROFESSIONAL ENGINEER, HYDROGEOLOGIST,
LABORATORY TEST, ETC.) WILL BE BILLED AT COST PLUS 15%.
C.) PERMIT APPLICATION FEES, AMENDED SUBMITTALS, AMBIENT AIR SAMPLING,
CONTINUOUS EMISSION MONITORING, HEALTH RISK ASSESSMENT, ADDITIONAL AIR
DISPERSION MODELING ITERATIONS FOR ADDITIONAL DESIGNS AND/OR LAYOUT
CHANGES, TITLE V OPERATING PERMIT APPLICATION, ACQUISITION OF EMISSION
OFFSETS, PUBLIC HEARINGS, AND STATE REQUESTED MEETINGS ARE ADDITIONAL.
D.) WATER QUALITY SAMPLING AND LAB ANALYSIS (IF NECESSARY) AND INDIVIDUAL
PERMIT FOR STORM WATER ASSOCIATED WITH CONSTRUCTION ARE ADDITIONAL TO
THOSE LISTED ABOVE. THE ABOVE RATES ASSUME A REPUTABLE SUPPLIER HAS
BEEN SELECTED BY THE CLIENT FOR THE
Project: Advanced BioEnergy, Fairmont NE Confidential - Attachment A 4/14/05
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ENTIRE WATER TREATMENT PROGRAM (BOILER, COOLING TOWER, RO,
MULTI-MEDIA, WATER SOFTENERS, AND ASSOCIATED EQUIPMENT) REGARDING
STATE/LOCAL PERMITTING NEEDS.
E.) IF IT IS DETERMINED THAT A PERMIT, PLAN, OR APPLICATION IS NOT
APPLICABLE OR REQUIRED THEN ONLY THE TIME AND MATERIALS FOR MAKING THE
DETERMINATION WILL BE BILLED.
Project: Advanced BioEnergy, Fairmont NE Confidential - Attachment A 4/14/05
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ATTACHMENT B
EXPLANATION OF PERMITS AND SCOPE OF WORK
201.) AIR CONSTRUCTION PERMIT:
An air construction permit application package will be prepared for the
owners review and approval. It will then be submitted to the state for
review. The air construction permit allows a company to build, initially
operate, and test a new source of air pollution. This permit typically
is valid from 12 to 24 months (depending on which state) and extensions
may be granted. Application fees for the construction permit vary by
state and will be paid by the owner. The air permit must be obtained
before construction (pouring concrete) and in some states before dirt
work can occur.
202.) STORM WATER NOTICE OF INTENT (GENERAL PERMIT) - CONSTRUCTION
A Storm Water Notice of Intent must be submitted before grading can
begin. This Notice is to make the state aware that grading activities
are to begin. State and federal storm water programs are in place to
protect rainfall, snow melt, and other storm water from becoming
contaminated with pollutants. The amount of time that this permit must
be submitted prior to work commencing varies by state. ICM will prepare
the NOI for the owners review. Any fees associated with the NOI will be
paid by the owner.
203.) STORM WATER POLLUTION PREVENTION PLAN - CONSTRUCTION
A Storm Water Pollution Prevention Plan for Construction details how
storm waters will be protected from exposure to pollutants. Also,
included in this plan are details to prevent excessive soil erosion
until vegetation begins growing. Once the final plant footprint and
grading plan have been prepared by the civil engineering company, ICM
will prepare the construction Plan that must be maintained on the
construction site before grading commences.
204.) STATE HISTORICAL SOCIETY RESEARCH
State Historical Society checks for the existence of historical sites
(including Indian burial grounds) at the site where construction and
industry are to occur. ICM will initiate a historical review in the
surrounding area and obtain state approval that there are no historical
issues associated with the site. Any filing fees are the owner's
responsibility.
205.) ENDANGERED SPECIES RESEARCH
Endangered Species reviews consist of a record of review for protected
species (state and federal listed endangered or threatened), rare
natural communities, state lands and waters in the project area,
including review by personnel representing state parks, preserves,
recreation areas, wetlands, fisheries, and wildlife. ICM will initiate
an endangered species review in the surrounding area and obtain state
approval that there are no endangered species issues associated with the
site. Any filing fees are the owner's responsibility.
Project: Advanced BioEnergy, Fairmont NE Confidential - Attachment B 4/14/05
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206.) HEALTH RISK ASSESSMENT
A Health Risk Assessment looks at the potential for risks to human
health due to the existence and operation of the facility. The
requirement for this assessment varies by state. If this is required,
ICM will contract with a consultant skilled in the preparation of
approvable health risk assessment techniques for the given state. Any
filing fees are the owner's responsibility.
207.) ABOVE GROUND STORAGE TANK GENERAL PERMIT APPLICATION,
Storage tanks are typically registered through the state environmental
agency and the fire marshal for environmental and fire safety reasons.
ICM in cooperation with the tank manufacturing and construction company
prepare the required permit application package. Any filing fees are the
owner's responsibility.
208.) ODOR ACTION PLAN
An Odor Action Plan is a "Good Neighbor" approach to looking at
community concerns regarding odor from a facility. If requested by the
owner, ICM will prepare an "Odor Action Plan." The plan typically
contains methods of validating the odor complaint and mitigation of the
odor.
209.) BASIC ENVIRONMENTAL ASSESSMENT
Some States require that reasonably available environmental data about a
project's environmental be researched and presented in a document made
available for public review and comment. If required by a state, ICM
will prepare the Environmental Assessment. In some cases, experts may
need to be retained. Any filing fees are the owner's responsibility.
211.) CORPS OF ENGINEERS SECTION 404 PERMIT
Building on or disturbing land that is wet even part of the year may
qualify the land as a "wetland" under federal regulations. The section
404 permit allows and/or restricts activities that can occur with the
land. This permit also addresses development of areas in floodplains.
ICM will prepare the permit application. Any filing fees are the owner's
responsibility.
221.) INDUSTRIAL WELL PERMIT/REGISTRATION,
Industrial Well Permit/Registration is typically required for
construction of a new well and use of water in large quantities from a
well or body of water so that interference with neighboring wells does
not occur. ICM will prepare the permit/registration application.
Depending on the state, this permit may require that ICM retain
independent and local consultants skilled in water allocation approval.
Any filing fees are the owner's responsibility.
222.) WATER DISCHARGE PERMIT (NPDES, POTW, IRRIGATION, AND/OR IRRIGATION PLAN)
These permits are associated with discharging wastewater from the
facility (typically process wastewater, cooling tower blow-down, boiler
blow-down, etc.) to either a body of water (NPDES), a public treatment
system (POTW), and/or to ground applications in the form of irrigation.
If irrigation to crop land occurs an
Project: Advanced BioEnergy, Fairmont NE Confidential - Attachment B 4/14/05
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Irrigation Plan is also necessary, and details how the irrigation
amounts and contents will affect certain soils and crops. These permits
aid in the prevention of pollutants from entering natural waters and
crops where natural ecosystems and food supplies can be endangered. ICM
will prepare the water discharge permit application package depending on
the customer's requirements. Any filing fees are the owner's
responsibility.
223.) HYDROSTATIC TESTING WATER DISCHARGE PERMIT
A Hydrostatic Testing Water Discharge Permit allows for the temporary
discharge of water used for testing the integrity of vessels and
equipment as a part of construction activities. ICM will prepare the
discharge permit application package or obtain approval from a facility
(POTW) licensed to discharge such water. Any filing fees are the owner's
responsibility.
224.) STORM WATER NOTICE OF INTENT (GENERAL PERMIT) -- INDUSTRIAL OPERATION
A Storm Water Pollution Prevention Plan for Industrial Operation is
similar to the same permit for construction in that it details how storm
waters will be protected from exposure to pollutants after the plant
begins operation. Also, included in this plan are details to prevent
excessive soil erosion until vegetation begins growing. ICM will prepare
the NOI for the owners review. Any fees associated with the NOI will be
paid by the owner.
225.) STORM WATER POLLUTION PREVENTION PLAN -- INDUSTRIAL OPERATION
A Storm Water Pollution Prevention Plan for Industrial Operation is
similar to the same permit for construction in that it details how storm
waters will be protected from exposure to pollutants, however, this plan
focuses on normal industrial activities at the site after the plant
begins operation. ICM will prepare the Industrial SWPPP for the owner's
review.
226.) RISK MANAGEMENT PLAN
This goal of this plan is to prevent the release of chemicals that could
cause serious harm to human health or the environment and to reduce the
severity of releases that do occur. Included in this plan are an offsite
consequence analysis, a five-year accident history, an accident
prevention program, and an emergency response program. This plan
requires updating at least every five years, and within 6 months of
making certain changes onsite. Ethanol plants typically require a risk
management plan that covers storing denaturants and/or ammonia. This
plan must be in place prior to storage of covered chemicals on-site. ICM
will prepare the Risk Management Plan for the owner's review.
227.) SPILL PREVENTION CONTROLS AND COUNTERMEASURES PLAN
Spill Prevention Controls and Countermeasures Plans are written to
address the likelihood and prevention of spills of petroleum based
substances as well as what actions are to be taken in the event that a
spill does occur. Proposed regulations require the plan be in place
before storage of denaturant. ICM will prepare the SPCC Plan for the
owner's review.
Project: Advanced BioEnergy, Fairmont NE Confidential - Attachment B 4/14/05
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228.) PUBLIC WATER SUPPLY PERMIT
There are two reasons to receive a Public Water Supply Permit. One, if
there are more than 25 people on a site the access to the public water
supply must be permitted, and two, if the process water is going to come
from the public water supply, the quantity of water will necessitate a
permit. Public water supplies can not always supply quantities required
by some industries, and other sources may need to be evaluated. ICM will
prepare the Public Water Supply Permit for the owner's review.
229.) PERMIT FROM BUREAU OF ALCOHOL, TOBACCO, AND FIREARMS
This permit allows the facility to manufacture ethanol. In some states,
registration with the state agency may also be required. ICM will
prepare the BATF permit application for the owner's review. Any filing
fees are the owner's responsibility.
231.) COUNTY HEALTH DEPARTMENT SEPTIC SYSTEM PERMIT
A septic system permit must be obtained if the sanitary sewer for a
facility is to be tied into a leach field or septic pond instead of a
local POTW. ICM will prepare the septic system permit application for
the owner's review. Any filing fees are the owner's responsibility.
241.) CONDITIONALLY EXEMPT SMALL QUANTITY GENERATOR QUALIFICATION
The Resource Conservation and Recovery Act covers disposal of solid and
hazardous wastes. Typically, ethanol plants generate such a small
quantity of hazardous and solid waste that they are either classified as
a conditionally exempt small quantity generator (CESQG). The
classification is entirely dependent on the amount of hazardous waste
generated and can change over time. While a Plan is not required by
regulation for CESQG sources, a Plan can be prepared by ICM so that the
plant can document on a monthly basis that it is a CESQG and therefore
not subject to hazardous waste regulations.
242.) TANK NOTIFICATION
Tank Notifications are required by some states whenever a tank is placed
into service, taken out of service, or the materials in the tank
changes. ICM will prepare state and EPA notifications for the owner to
submit pursuant to the New Source Performance Standards.
251.) AIR PERMIT TO OPERATE
The Air Operation Permit allows the company to operate the pollutant
source within certain requirements detailed in the permit. This permit
is typically valid for up to five years, and may be renewed. There is an
annual fee associated with this permit that is based upon the previous
year's actual emissions. ICM will prepare the Air Operating Permit
Application package for the owner's review. Any filing fees are the
owner's responsibility.
Project: Advanced BioEnergy, Fairmont NE Confidential - Attachment B 4/14/05
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261.) ANNUAL EMISSION INVENTORY
This is an annual accounting to the governing agencies of actual
pollution generated by the facility. Annual Air Operating Permit Fees
are based upon this report. ICM will prepare the annual air emission
inventory for the owner's review and submission. Any emission fees are
the owner's responsibility.
262.) TIER 2 REPORTING
Tier 2 reporting lists hazardous chemicals stored on-site. The
information provides the local emergency officials and the fire
department that potential hazards exist at a site. This is an annual
requirement. ICM will prepare the annual Tier II report for the owner's
review and submission. Any submission fees are the owner's
responsibility.
263.) FORM R REPORTING
Form R reporting is required for facilities that process or otherwise
use certain listed chemicals above a regulated quantity. Reporting
includes documenting all releases to the environment for those
chemicals. This is an annual requirement. ICM will prepare the annual
Form R report for the owner's review and submission. Any submission fees
are the owner's responsibility.
295.) ENVIRONMENTAL PROJECT MANAGEMENT
This category is for ICM's project management costs and includes project
management and miscellaneous work that arises during the preparation of
deliverables not specifically anticipated. An example could be extended
or unpredicted research at the request of the customer or agency.
Project: Advanced BioEnergy, Fairmont NE Confidential - Attachment B 4/14/05
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SERVICE AGREEMENT
BETWEEN
ICM, INC.
AND
Advanced BioEnergy, LLC
THIS AGREEMENT is entered into between ICM, INC. hereinafter called
"Consultant", and Advanced BioEnergy, LLC, 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:
1. SCOPE OF WORK - Consultant shall provide environmental consulting
services for Client as outlined in ICM, INC.'s letter proposal
Attachment 'B' to Revif Stephenson dated 4/14/05.
2. PAYMENT - For performance of the Services provided and as outlined in
ICM, INC.'s letter proposal dated 4/14/05, Consultant shall invoice the
Client according to the attached Schedule of Charges and Client shall
pay Consultant at 310 N. 1st Street, Colwich, Kansas 67030 at the time
specified herein. Terms for payment are net 30 days with 1.5% per month
service charge on balances past due 30 days or more.
3. RESPONSIBILITY OF CONSULTANT - Consultant shall perform the Services as
an independent contractor in accordance with its own methods, terms of
this Agreement, and applicable laws and regulations. Consultant's
liability arising out of or in connection with the Services shall be
limited to performing at its own expense Services which are (1)
deficient because of Consultant's failure to perform said Services in
accordance with normal professional standards for performing services of
a similar nature, and (2) reported in writing to Consultant within a
reasonable time, not to exceed thirty (30) days from the completion of
the Services in accordance with Article 5. Where Clients' project
requires public agency approval, Consultant will attempt to assist in
facilitating approval. However, Consultant does not assume
responsibility for securing approval by such agency.
Because of the nature of the work involved in this proposal, the Client
shall indemnify and save and hold harmless from and against any damage,
liability, loss, cost or claim, whether occasioned by ICM, INC., its
officers, employees and agents or any other person or persons arising
out of, resulting from or related to, the performance of the work
provided for in this agreement; provided, however, that Client shall not
be obligated hereunder to indemnify, save and hold harmless Consultant,
its officers, employees or agents against any damage, liability, loss,
cost, or claim which arises out of or in connection with the intentional
wrongful acts of, or the active negligence of, Consultant, or its
officers, employees or agents.
4. ASSIGNMENT AND SUBCONTRACTING - This Agreement shall not be assigned by
either party without the prior written approval of the other. Consultant
may, subcontract portions of the services to a qualified subcontractor
with prior approval of Client. Consultant agrees that Client will incur
no duplication of costs as a result of any such subcontract.
5. COMPLETION AND ACCEPTANCE - Upon completion of the Services by
Consultant, Client shall promptly provide Consultant with a written
listing of any Services not completed. Any Services not listed by Client
as incomplete in a listing delivered to Consultant within thirty (30)
days of completion of said Services shall be deemed complete and
accepted. With respect to Services listed by Client as incomplete,
Consultant shall complete such Services and the above acceptance
procedure shall be repeated.
<Page>
SERVICE AGREEMENT
BETWEEN
ICM, INC.
AND
Advanced BioEnergy, LLC
Continued
6. TERMINATION - Client may terminate, with or without cause, upon thirty
(30) days written notice to Consultant. Absent Consultant's breach of
this Agreement, Consultant shall be paid for Services rendered to the
date of termination. Consultant may suspend or terminate this Agreement
upon seven days written notice to Client in the event of substantial
failure by Client to perform in accordance with the terms of this
Agreement including, but not limited to, nonpayment of amounts owing to
Consultant through no fault of Consultant or an unreasonable delay
caused by Client or its agents.
7. DELAY; FORCE MAJEURE - Should performance of the Consultant's services
be materially hampered by causes beyond its reasonable control, a Force
Majeure results. Force Majeure includes, but is not restricted to, acts
of contractors (other than Consultant's contractors), fires, floods,
labor disturbances, and unusually severe weather.
If a Force Majeure occurs, Consultant will be granted a time extension
based upon the effect of the Force Majeure upon Consultant's
performance. The parties will also agree upon terms and conditions,
including additional compensation, for continuation or termination of
this Agreement. If no agreement is reached, a Force Majeure which
continues for 120 days from the event of Force Majeure gives Consultant
the option to terminate its obligations under this Agreement in
accordance with Article 6.
8. GOVERNING LAW - This Agreement is to be governed by and construed in
accordance with the laws of Kansas, any action at law or judicial
proceeding instituted for the breach of this Agreement shall be resolved
only in the State or Federal courts of the County of Sedgwick, State of
Kansas.
9. AMENDMENTS - Any amendment to this Agreement shall be in writing and
signed by Consultant and Client. In the event that any of the provisions
of this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction, the parties shall negotiate an equitable
adjustment to the provisions with a view toward effecting the purpose of
this Agreement. In the event that any of the provisions of this
Agreement are held to be unenforceable or invalid by any court of
competent jurisdiction, the parties shall negotiate an Agreement. In
such a case, the validity and enforceability of the remaining
provisions, or portions or applications thereof, shall not be affected
thereby.
10. TESTIMONY - Should Consultant, its directors, officers or employees be
required to testify or to submit information to any judicial or
administrative hearing concerning matters in accordance with the Cost
Schedule then in effect. Should Consultant be required by a third party
to testify at such a hearing, Consultant shall notify Client as to the
date and time of such hearing. Client agrees to save and hold harmless
Consultant from and against all costs incurred as a result of a judicial
or administrative hearing concerning the services provided for herein.
<Page>
SERVICE AGREEMENT
BETWEEN
ICM, INC.
AND
Advanced BioEnergy, LLC
Concluded
11. TIME TO BAR TO LEGAL ACTION
A. PERIOD: All legal actions, including claims for indemnity, by either
party against the other for failure to perform or to perform properly
under this Agreement or any legal action however denominated essentially
based upon such breach shall be barred 2 years from commencement of the
period defined in B.
B. COMMENCEMENT OF PERIOD: The period commences when the claimant knew
or should have known of its claim. But, in any event, the period
commences for:
1. Client claims when Consultant's performance is
substantially complete; and
2. Consultant claims when final payment by Client has been
made.
12. ENTIRE AGREEMENT - In the event any services provided for herein are
authorized by the client to be performed or caused to be performed by
Consultant prior to the effective date of this Agreement, such Services
shall be deemed to have been performed under this Agreement. This
Agreement, including all attachments incorporated herein by reference,
constitutes the entire Agreement between the parties. Any oral
agreements, understandings, proposals, purchase orders or negotiations
are intended to be integrated herein and to be superseded by the terms
and conditions of this Agreement.
AUTHORIZATION TO PROCEED:
Advanced BioEnergy, LLC ICM, INC.
By: /s/Revis L. Stephenson, III By: /s/William J. Roddy
------------------------------------- -----------------------------
Title: CHAIRMAN Title: ENV. MGR.
---------------------------------- --------------------------
Date: 4/26/05 Date: 4-14-05
----------------------------------- --------------------------
<Page>
SCHEDULE OF CHARGES - 2004
(Customer)
PERSONNEL CHARGES
------------------------------------------------------------------------
<Table>
<Caption>
Title Billing Rate
------------------------------------------------------------------------
Engineering Specialist I $150/hr
Process Engineer I $150/hr
Engineering Specialist II $110/hr
Designer II $70/hr
Administrative $46/hr
</Table>
Expert Testimony rates quoted separately.
OTHER CHARGES
<Table>
Photocopies (8.5x11) $ 00.15
Photocopies (8.5x11) $ 00.20
Facsimile transmissions (8.5x11) $ 00.15
Automobile (per mile) $ 00.375
</Table>
Outside services, equipment and facilities not furnished directly by ICM, INC.,
will be billed at cost plus 15%. Services may include, but are not limited to
the following:
Rental of equipment and vehicles,
Outside laboratory testing,
Special fees, permits, insurance, etc.,
Transportation on public carriers,
Printing and photographic reproduction,
Subcontractors to ICM, Inc.,
Meals, lodging, and
Shipping, telephone & other materials.
Payment Terms: Net thirty (30) days. Thereafter, one and one-half percent
(1 1/2%) interest per month on the unpaid balance will be charged.