S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

AMAIZING ENERGY HOLDING COMPANY, LLC

(Exact Name of Registrant as Specified in its Charter)

Iowa
(State of Incorporation) 2860
(Primary Standard Industrial
Classification Code Number) 20-8163902
(I.R.S. Employer
Identification No.)

2404 West Highway 30, Denison, IA 51442
(712) 263-2676
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)

Sam Cogdill
2404 West Highway 30, Denison, IA 51442
(712) 263-2676
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Communications to:
William E. Hanigan
Brown, Winick, Graves, Gross, Baskerville & Schoenebaum, P.L.C.
666 Grand Avenue, Suite 2000,
Des Moines, Iowa 50309-2510
(515) 242-2400

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class
of securities to be	Proposed maximum			Amount of
registered	aggregate offering price1			Registration Fees2
Membership Units	$	300,000,000	(1)	$	9,210.00

1	Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933.
2	Determined pursuant to Section 6(b) of the Securities Act of 1933 and Fee Rate Advisory #6 for Fiscal Year 2007, and Rule 457(o) of Regulation C.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Preliminary Prospectus, Dated ___, 2007

The information in this prospectus is not complete and may be changed. Neither we nor the selling unitholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities. Neither we nor the selling unitholders are soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Amaizing Energy Holding Company, LLC
an Iowa Limited Liability Company
[Effective Date]

     We are offering a minimum of ___ and a maximum of ___ limited liability company membership units in Amaizing Energy Holding Company, LLC on a best efforts basis. The selling unitholders are registering an additional 82,324,425 limited liability company membership units in Amaizing Energy Holding Company, LLC to provide each selling unitholder the flexibility to distribute their membership units in Amaizing Energy Holding Company to their respective members. We will not receive any proceeds from the sale of our membership units by the selling unitholders.

Public Offering Price	Per Share Total
Proceeds, before expenses, to Amaizing Energy Holding Company, LLC if minimum offering amount is sold		$
Proceeds, before expenses, to Amaizing Energy Holding Company, LLC if maximum offering amount is sold		$
Proceeds, before expenses, to selling unitholders		$

     We intend to use our offering proceeds to develop, construct, and operate an ethanol plant near Atlantic, Iowa and to expand an existing ethanol plant in Denison, Iowa. We estimate the total project, including operating capital, will cost approximately $289,294,000. We expect to use debt financing to complete the project capitalization. The offering will end no later than [twelve months from the effective date of this registration statement]. If we sell the maximum number of units prior to [twelve month date], the offering will end on or about the date that we sell the maximum number of units. We may also end the offering any time after we sell the minimum number of units and prior to [twelve month date]. In addition, if we abandon the project for any reason prior to [twelve month date], we will terminate the offering and return offering proceeds to the investors. Proceeds from subscriptions for the units will be deposited in an interest-bearing escrow account and will not be released from the escrow account until specific conditions are satisfied.

These securities are speculative securities and involve a significant degree of risk. You should read this prospectus including the section entitled “RISK FACTORS” beginning on page 14. You should consider these risk factors before investing in us:

• Inability to resell or dispose of the units;

• Units are subject to restrictions on transfer imposed by our operating agreement, as well as applicable tax and securities law;

• Affiliated investors or institutional investors may acquire enough units to influence the management of the company;

• Volatility and uncertainty of commodity prices;

• Changes in current legislation or regulations that affect the demand for ethanol;

• Changes in ethanol supply and demand;

• Our ability to compete effectively in the ethanol industry;

• Our limited operating history;

• The results of our hedging transactions;

• Operational difficulties at our ethanol plants;

• The adverse effect of environmental, health and safety laws, regulations and liabilities;

• Disruptions to infrastructure or in the supply of raw materials;

• The restrictive covenants in our debt financing agreements; and

• Our status as a holding company.

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TABLE OF CONTENTS

	PAGE
PROSPECTUS SUMMARY		3
IMPORTANT NOTICES TO INVESTORS		13
RISK FACTORS		14
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS		35
DETERMINATION OF OFFERING PRICE		36
DILUTION		36
CAPITALIZATION		37
DISTRIBUTION POLICY		38
SELECTED FINANCIAL DATA		39
MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION		40
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		49
ESTIMATED SOURCES OF FUNDS		50
ESTIMATED USE OF PROCEEDS		51
INDUSTRY OVERVIEW		55
DESCRIPTION OF BUSINESS		70
DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		96
SELLING SECURITY HOLDERS		99
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		101
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS		102
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		106
INDEMINIFICATION FOR SECURITIES ACT LIABILITIES		108
PLAN OF DISTRIBUTION		108
DESCRIPTION OF MEMBERSHIP UNITS		112
SUMMARY OF OUR OPERATING AGREEMENT		118
FEDERAL INCOME TAX CONSEQUENCES OF OWNING OUR UNITS		124
LEGAL MATTERS		132

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	PAGE
EXPERTS		132
TRANSFER AGENT AND REGISTRAR		132
ADDITIONAL INFORMATION		132
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS		135
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		135
INDEMNIFICATION OF DIRECTORS AND OFFICERS		135
RECENT SALES OF UNREGISTERED SECURITIES		136
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		138
UNDERTAKINGS		141
SIGNATURES		143
Articles of Merger
Articles of Merger
Articles of Organization
Operating Agreement
Form of Membership Unit Certificate
Form of Subscription Agreement
Form of Escrow Agreement
Opinion of Brown, Winick, Graves, Gross, Baskerville & Schoenebaum, P.L.C.
Opinion of Brown, Winick, Graves, Gross, Baskerville & Schoenebaum, P.L.C.
Distillers Grains Marketing Agreement
Agreement for Electric Service
Aquila Networks Large Volume Transportation Service Agreement
Assignment and Pledge Agreement
Assignment and Pledge Agreement
Assignment and Pledge Agreement
Base Contract for Sale and Purchase of Natural Gas
Letter Agreement
Agreement for Services
Independent Contractor Agreement
Proposal
Letter of Intent
Railroad Track Design-Build Agreement
Industry Track Agreement
Letter Agreement
Ethanol Sales and Marketing Agreement
Professional Services Agreement
Professional Services Agreement
U.S. Water Services Agreement
Agreement
Contract Agreement
Letter of Understanding
Letter of Intent
Letter of Credit Amendment
Addendum to Letter of Understanding
Letter of Intent
Letter Agreement
Articles of Organization
Articles of Organization
Consent of Independent Registered Public Accounting Firm
Consent of Independent Registered Public Accounting Firm
Consent of PRX Geographic, Inc.

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Suitability of Investors

     Investing in the units offered hereby involves a high degree of risk. Due to the high degree of risk, you cannot invest in this offering unless you meet the following suitability tests, which vary depending on the state in which you reside as follows:

     For investors that reside in states other than Iowa and Kansas, the following suitability standard applies:

(1) You have annual income from whatever source of at least $45,000 and you have a net worth of at least $45,000 (exclusive of home, furnishings and automobiles); or (2) you have a net worth of at least $150,000 (exclusive of home, furnishings and automobiles).

     For Iowa investors the following suitability standard applies:

(2) Iowa investors must have a net worth of $60,000 (exclusive of home, automobiles and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $150,000 (exclusive of home, automobiles and furnishings).

     For Kansas investors the following suitability standard applies:

(3) Kansas investors must have a net worth of $60,000 (exclusive of home, automobiles and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $225,000 (exclusive of home, automobiles and furnishings).

     For married persons, the tests will be applied on a joint husband and wife basis regardless of whether the purchase is made by one spouse or the husband and wife jointly.

     Units will be sold only to persons that meet these and other specific suitability requirements. Even if you represent that you meet the required suitability standards, the board of directors reserves the right to reject any portion or all of your subscription for any reason, including if the board determines that the units are not a suitable investment for you. See “PLAN OF DISTRIBUTION – Suitability of Investors.”

     Each subscriber must make written representations to our company by completing the subscription agreement. In the subscription agreement, an investor must make representations to us concerning, among other things, that he, she or it has received our prospectus and any supplements, agrees to be bound by our operating agreement and understands that the units are subject to significant transfer restrictions.

Industry and Market Data

     We obtained the industry, market and competitive position data used throughout this prospectus from our own research, studies conducted by third parties, independent industry associations or general publications and other publicly available information. In particular, we have based much of our discussion of the ethanol industry, including government regulation relevant to the industry and forecasted growth in demand, on information published by the Renewable Fuels Association, the national trade association for the U.S. ethanol industry. Because the Renewable Fuels Association is a trade organization for the ethanol industry, it may present information in a manner that is more favorable to that industry than would be presented by an independent source. Forecasts are particularly likely to be inaccurate, especially over long periods of time.

Ethanol Units

     All references in this prospectus to gallons of ethanol are to gallons of denatured ethanol. Denatured ethanol is blended with approximately 5.0% denaturant, such as gasoline, to render it undrinkable and thus not subject to alcoholic beverage taxes.

PROSPECTUS SUMMARY

     This summary only highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes information about the membership units we are offering as well as information regarding our business and detailed financial data. You should carefully read the entire prospectus, the financial statements, and attached exhibits before you decide whether to invest.

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     Unless the context requires otherwise, the words “Amaizing Energy Holding Company”, “we”, “company”, “us” and “our” refer to Amaizing Energy Holding Company, LLC and its subsidiaries. We generally refer to our plants by their locations: the existing Denison plant in Denison, Iowa and the proposed Atlantic plant in Atlantic, Iowa.

The Company

     Amaizing Energy Holding Company, LLC was organized as an Iowa limited liability company on December 27, 2006. Our ownership interests are represented by membership interests, which are designated as units. Our principal address is 2404 West Highway 30, Denison, Iowa 51442. Our telephone number is 712-263-2676.

     We are currently operating a dry-mill corn processing ethanol plant in Denison, Iowa with a current run rate of 55 million gallons per year (referred to in this prospectus as the Denison plant). With the additional process improvements that are currently underway at the Denison plant, we expect that the Denison plant will have a run rate of 60 million gallons per year by late summer 2007. We intend to further expand the production capacity of the Denison plant by an additional 40 million gallons per year to bring its total production capacity to approximately 100 million gallons of ethanol per year. We also intend to construct and operate a 100 million gallon per year nameplate capacity dry-mill corn processing ethanol plant in Atlantic, Iowa (referred to in this prospectus as the Atlantic plant).

     Our Denison plant was previously owned and operated by Amaizing Energy, L.L.C. (sometimes referred to in this prospectus as Amaizing Energy). Amaizing Energy was an Iowa limited liability company organized on June 14, 2001 to own and operate a 40 million gallon per year nameplate capacity fuel-grade ethanol production plant near Denison, Iowa.

     Our Atlantic project was originally developed in February 2006 by the Cass County Ethanol steering committee. CassCo Amaizing Energy, LLC (referred to in this prospectus as CassCo Amaizing Energy) was an Iowa limited liability company formed on August 16, 2006, to develop, own and operate a 100 million gallon per year nameplate capacity fuel-grade ethanol production plant near Atlantic, Iowa.

     On January 31, 2007, Amaizing Energy Holding Company, LLC, Amaizing Energy, L.L.C., and CassCo Amaizing Energy, LLC entered into a merger agreement for the purpose of creating a holding company structure pursuant to which both Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC would reorganize to become wholly owned subsidiaries of Amaizing Energy Holding Company, LLC.

     In accordance with the merger agreement, the reorganization of Amaizing Energy and CassCo Amaizing Energy into subsidiaries of Amaizing Energy Holding Company occurred through two separate triangular mergers of each Amaizing Energy and CassCo Amaizing Energy with and into a separate wholly owned subsidiary of Amaizing Energy Holding Company. Amaizing Energy merged with and into Amaizing Energy Denison, LLC (referred to in this prospectus as Amaizing Energy Denison), a newly created wholly owned subsidiary of Amaizing Energy Holding Company organized for purposes of the merger, with Amaizing Energy Denison being the surviving entity. Similarly, CassCo Amaizing Energy merged with and into Amaizing Energy Atlantic, LLC (referred to in this prospectus as Amaizing Energy Atlantic), a newly formed wholly owned subsidiary of Amaizing Energy Holding Company organized for purposes of the merger, with Amaizing Energy Atlantic being the surviving entity. As part of the reorganization and merger transaction, members of Amaizing Energy and CassCo Amaizing Energy exchanged their membership units in their respective companies for membership units in Amaizing Energy Holding Company.

     We engaged First National Mergers & Acquisitions, a division of First National Capital Markets, Inc., a NASD registered broker dealer, to assist us with the creation of a holding company structure. First National Mergers & Acquisitions provided the board of directors with valuation and contribution analysis with respect to the reorganization and merger. However, First National Mergers & Acquisitions did not provide an independent valuation or fairness opinion.

     As a wholly owned subsidiary of Amaizing Energy Holding Company, Amaizing Energy Denison currently operates our ethanol plant in Denison, Iowa. Upon the completion of construction of the Denison plant in September 2005, it had an annual nameplate capacity of 40 million gallons. As of March 2007, the Denison plant was operating at a 55 million gallon per year run rate due to certain process improvements. As a result of additional process improvements presently underway, we anticipate that the Denison plant will operate at a 60 million gallon per year run rate by late summer 2007. We also intend to expand the production capacity of the Denison plant by an additional 40 million gallons per year, bringing total production capacity to approximately 100 million gallons per year. In addition, we intend to develop, construct, own and operate a 100 million gallon per year nameplate capacity production

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ethanol plant in Atlantic, Iowa. Upon completion of the Atlantic plant and the Denison plant expansion, we will be capable of producing approximately 200 million gallons of ethanol per year.

The Offering

Minimum number of units offered by Amaizing Energy Holding Company, LLC
Maximum number of units offered by Amaizing Energy Holding Company, LLC
Maximum number of units offered by selling unitholders	82,324,425
Purchase price per unit
Minimum purchase amount	units ($25,000)
Additional purchases	units ($5,000)
Use of proceeds	The purpose of this offering is to raise equity to help fund the construction and start-up costs of our Atlantic, Iowa ethanol plant as well as the expansion costs of our Denison, Iowa ethanol plant.
Offering start date	We expect to start selling units as soon as possible following the declaration of effectiveness of this registration statement by the Securities and Exchange Commission.
Offering end date	The offering will end no later than [twelve month date]. If we sell the maximum number of units prior to the [twelve month date], the offering will end on or about the date that we sell the maximum number of units. We may also end the offering any time after we sell the minimum number of units and prior to [twelve month date]. In addition, if we abandon the project for any reason prior to [twelve month date], we will terminate the offering and return offering proceeds to investors.
Units issued and outstanding if minimum sold	units(1)
Units issued and outstanding if maximum sold	units(1)
Risk factors	See “Risk Factors” beginning on page 14 of this prospectus for a discussion of factors that you should carefully consider before deciding to invest in our units.

⁽¹⁾ The number of membership units outstanding after this offering is based on approximately 107,868,805 units outstanding as of the date of this prospectus.

The Projects

     If we are able to fully capitalize the project as described below, we will use the offering proceeds to build and operate a 100 million gallon per year dry-mill corn-processing ethanol manufacturing plant in Atlantic, Iowa and to expand our current ethanol plant in Denison, Iowa to increase its annual production capacity by 40 million gallons, bringing its total production capacity to approximately 100 million gallons per year. If we only sell the minimum amount of membership units offered by this prospectus, our proceeds will first be used to finance the construction of our Atlantic plant and the expansion of the Denison plant will be delayed until additional funds can be raised. In such circumstances, however, there can be no assurance that we would ever raise the additional proceeds necessary to fund the expansion of our Denison plant.

Our Anticipated Construction Schedule

     We have entered into non-binding letters of intent with Fagen, Inc. of Granite Falls, Minnesota for the design and construction of our proposed Atlantic ethanol plant for a contract price of approximately $119,698,000, subject to construction cost index increases, and for the proposed expansion of our Denison ethanol plant for a contract price of $52,160,000, subject to construction cost index increased and surcharges in the amount of one-half of one percent (0.5%) for each calendar month that has passed between March 2007 and the month in which we give Fagen, Inc. a notice to proceed. Furthermore, after taking into account such adjustments for the contract price, Fagen, Inc. is entitled to increase the adjusted contract price by up to 15% to account for costs related to additional time

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spent and materials used on the Denison plant. See “DESCRIPTION OF BUSINESS—Design-Build Team” for detailed information about our non-binding letters of intent with Fagen, Inc.

     Improvements to the existing Denison plant commenced in early 2007. Improvements to the existing plant are expected to be completed late summer 2007 prior to commencement of the expansion. We have a second quarter 2008 construction slot with Fagen, Inc. for the expansion. It is our desire to commence construction as soon as possible and, as a result, we are working to accelerate the commencement of construction in Denison. We are seeking an earlier construction start date in the first half of 2008. The project will take between 15-18 months to complete.

     Our letter of intent with Fagen, Inc. for the construction of the Atlantic plant provides for a May 2007 commencement date. However, we have an oral agreement with Fagen, Inc. to commence construction in the third quarter of 2007. We expect that the project will take between 15-18 months to complete.

     The anticipated completion dates of our projects assume that we are able to complete the organization of our financing arrangements, including this offering and debt financing in less than 12 months after the effective date of this registration statement. If we are not able to complete the equity offering and arrange debt financing in less than 12 months after the effective date of our registration statement, our plants will likely not be constructed by their respective anticipated completion dates. If we only sell the minimum amount offered by this prospectus, our proceeds will first be used to finance the construction of our Atlantic plant and the expansion of the Denison plant will be delayed until additional funds can be raised. In such circumstances, however, there can be no assurance that we would ever raise the additional proceeds necessary to fund the expansion of our Denison plant. Fagen, Inc.’s commitments to build other plants may also delay the construction and expansion of our ethanol plants and postpone our start-up dates. Except for our non-binding letters of intent with Fagen, Inc., we do not have any binding or non-binding agreements with any contractor or supplier for labor or materials necessary to construct and expand the plants.

Our Financing Plan

     We estimate the total project will cost approximately $289,294,000. We expect that the design and construction of the Atlantic plant will cost approximately $133,398,000, including $10,000,000 of equity issued in the acquisition of the construction timeslot, with additional start-up and development costs of approximately $57,765,000. We expect that the design and construction of the Denison plant expansion will cost approximately $65,665,000, with additional development costs of approximately $32,466,000. These are preliminary estimates based primarily upon the experience of Fagen Inc., our anticipated general contractor, in constructing plants similar to our projects. We expect our estimates to change as we continue to develop our projects. We expect to capitalize these projects using a combination of equity and debt. We intend to raise a minimum of $40,000,000 and a maximum of $120,000,000 of equity through this offering. If we only raise the minimum amount, we will only be able to capitalize the Atlantic plant. In order to capitalize both projects, we anticipate that we will need to secure up to approximately $177,400,000 in additional debt financing not including equity raised. See “MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION—Project Capitalization.”

     Depending on the level of equity raised in this offering and including the $10,000,000 value of the construction timeslot as well as the amount of any grants we may be awarded, we will need to obtain debt financing of approximately $159,294,000 to $239,294,000 in order to fully capitalize both projects.

Financial Information

     Please see “SELECTED FIANCIAL DATA” for a summary of our finances and the index to our financial statements for our detailed financial information.

Membership in Amaizing Energy Holding Company and our Operating Agreement

     If you purchase ___or more of our units, you will become a member in Amaizing Energy Holding Company and your rights as a member will be governed by our operating agreement. Our operating agreement governs our company, our board of directors and our members. Each member will have one vote per unit owned. Members may vote on a limited number of issues, such as dissolving the company, amending the operating agreement and electing future directors.

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     As a unitholder, you will have a capital account to which your contributions will be credited. Liquidating distributions from Amaizing Energy Holding Company will be paid to unitholders in proportion to their respective capital account balances. We will increase unitholders’ capital accounts by the unitholders’ allocated share of our profits and other applicable items of income or gain. We will decrease capital accounts by the holders’ share of our losses and other applicable items of expenses or losses and any distributions that are made. Generally, we will allocate our profits and losses based upon the ratio each unitholder’s units bear to total units outstanding. If we accept your subscription and meet the conditions for releasing funds from escrow, your subscription will be credited to your capital account in accordance with our operating agreement and we will issue to you a membership unit certificate signifying the ownership of your membership units.

     The transfer of units is restricted by our operating agreement to ensure that we are not deemed a “publicly traded partnership” and thus not taxed as a corporation. Generally, unless a transfer is permitted under our operating agreement or by operation of law, such as upon the death of a member, units cannot be transferred without the prior written approval of a majority of our directors. The board of directors will only permit transfers that fall within “safe harbors” contained in the publicly traded partnership rules under the Internal Revenue Code, including certain private transfers such as transfers by gift to the member’s descendants; transfers upon the death of a member; certain other transfers provided that for the applicable tax year the transfers in the aggregate do not exceed 2% of the total outstanding units; and transfers that comply with the “qualified matching services” requirements. Your investment in our company may never be liquid.

     We are treated as a partnership for federal income tax purposes. As such, we do not pay any federal income taxes at the company level and instead allocate net income to unitholders. Our unitholders must then include that income in their taxable income. This means that each unitholder must pay taxes upon the allocated shares of our income regardless of whether we make a distribution in that year. Our unitholders may be able to deduct their allocated share of any loss. However, this is subject to a number of rules that may restrict an investor’s ability to deduct the loss, including rules related to at-risk and passive losses and basis. Please see “SUMMARY OF OUR OPERATING AGREEMENT” and “FEDERAL TAX CONSEQUENCES OF OWNING OUR UNITS.”

Suitability of Investors

     Investing in the units offered hereby involves a high degree of risk. Due to the high degree of risk, you cannot invest in this offering unless you meet the following suitability tests, which vary depending on the state in which you reside as follows:

     For investors that reside in states other than Iowa and Kansas, the following suitability standard applies:

(1) You have annual income from whatever source of at least $45,000 and you have a net worth of at least $45,000 exclusive of home, furnishings and automobiles; or (2) you have a net worth of at least $150,000 exclusive of home, furnishings and automobiles.

     For Iowa investors the following suitability standard applies:

(2) Iowa investors must have a net worth of $60,000 (exclusive of home, automobiles and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $150,000 (exclusive of home, automobiles and furnishings).

     For Kansas investors the following suitability standard applies:

(3) Kansas investors must have a net worth of $60,000 (exclusive of home, automobiles and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $225,000 (exclusive of home, automobiles and furnishings).

     For married persons, the tests will be applied on a joint husband and wife basis regardless of whether the purchase is made by one spouse or the husband and wife jointly.

     Units will be sold only to persons that meet these and other specific suitability requirements. Even if you represent that you meet the required suitability standards, the board of directors reserves the right to reject any portion or all of your subscription for any reason, including if the board determines that the units are not a suitable investment for you. See “PLAN OF DISTRIBUTION—Suitability of Investors.”

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Subscription Period and Procedures

     The offering will end not later than [twelve months from the effective date of this registration statement]. If we sell the maximum number of units prior to [twelve months from the effective date], the offering will end on or about the date that we sell the maximum number of units. We may also end the offering any time after we sell the minimum number of units and prior to [twelve months from the effective date of this registration statement]. We may continue to offer any remaining units to reach the maximum number to be sold until the offering closes. In addition, if we abandon the project for any reason prior to [twelve months from the effective date of this registration statement], we will terminate the offering and return offering proceeds to investors, including nominal interest on your investment less fees. We reserve the right to cancel or modify the offering, to reject subscriptions for units in whole or in part, and to waive conditions to the purchase of units. Additionally, in our sole discretion, we may also determine that it is not necessary to sell all available units.

     Before purchasing any units, you must read and complete the subscription and signature page of our operating agreement, pay 10% of your total investment into our escrow account and sign a promissory note and security agreement for the remaining 90% balance of the purchase price.

     Once you have executed the subscription agreement, you will not be able to withdraw funds from escrow, sell or transfer your units or otherwise cancel the subscription agreement. Any time after we sell the minimum aggregate offering amount of $40,000,000, we may give written demand for payment and you will have 20 days to pay the balance of the purchase price. If you fail to pay the balance of the purchase price, you will forfeit your 10% cash deposit and you will not be entitled to any ownership interest in Amaizing Energy Holding Company. If we satisfy the conditions necessary to break escrow, including acquiring the minimum offering amount, prior to receiving your initial subscription, then you must pay the full purchase price at the time of subscription for the total number of units you wish to purchase. See “PLAN OF DISTRIBUTION—Subscription Period” and “PLAN OF DISTRIBUTION—Subscription Procedures.”

Escrow Procedures

     Proceeds from subscriptions for the units will be deposited in an interest-bearing escrow account that we plan to establish with a banking institution. We do not yet have a definitive escrow agreement with any banking institution but we have identified possible escrow banks and we expect to enter into an escrow agreement with a banking institution in the near future.

     We expect that we will not release funds from the escrow account until specific conditions are satisfied. See “PLAN OF DISTRIBUTION—Escrow Procedures” for the conditions we expect to be required of us before we release funds from escrow.

Our Products

     We currently operate one 55 million gallon per year ethanol plant in Denison, Iowa, which commenced operations on September 11, 2005. The Denison plant is currently undergoing process improvements and it is expected that by late summer 2007 the Denison plant will reach an annual production capacity of 60 million gallons of ethanol. In addition, we plan to expand this ethanol plant by increasing its annual production by 40 million gallons, bringing its total production capacity to approximately 100 million gallons per year. We are also in the process of developing a 100 million gallon per year ethanol plant in Atlantic, Iowa, construction of which is currently scheduled to begin in July 2007. Upon completion of these projects, we will own and operate two ethanol plants with a combined production capacity of approximately 200 million gallons of ethanol per year.

     On December 8, 2006, Amaizing Energy Denison engaged Provista Renewable Fuels Marketing, LLC (Provista) to market all of the ethanol produced at the Denison plant for a term commencing on January 1, 2007 and continuing for two years thereafter. The agreement provides that Provista will market on our behalf the entire output of ethanol produced at our Denison plant. As our marketer, Provista will arrange ethanol sales contracts with buyers and coordinate the transportation and delivery of our ethanol. Following the completion of the initial two year term, the agreement will subsequently renew for successive one year terms unless terminated by either party. Either party may elect in writing to terminate the agreement within 90 days prior to the end of the initial term or any one-year renewal term. We also intend to engage Provista as our marketer for the ethanol produced at our Atlantic plant.

     The principal co-product of the ethanol production process is distillers grains, a high protein, high-energy animal feed supplement primarily marketed to the dairy and beef industry. Dry-mill ethanol processing creates three forms of distillers grains: distillers wet grains with solubles (distillers wet grains), distillers modified wet grains with solubles (distillers modified wet grains) and distillers

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dry grains. Distillers wet grains are processed corn mash that contains approximately 70% moisture and has a shelf life of approximately three days. Therefore, it can be sold only to farms within the immediate vicinity of an ethanol plant. Distillers modified wet grains are distillers wet grains that have been dried to approximately 55% moisture. It has a slightly longer shelf life of approximately three weeks and is often sold to nearby markets. Distillers dried grains are distillers wet grains that have been dried to 10% moisture. Distillers dried grains have an almost indefinite shelf life and may be sold and shipped to any market regardless of its proximity to an ethanol plant. We intend to market our distillers grains as distillers dried grains or distillers modified wet grains.

     The Denison plant currently sells approximately 63,400 tons of dry distillers grain and 173,400 tons of modified wet distillers grains annually. There is a limited cattle feeding market in the area surrounding the Denison plant. As a result, distillers dried grains produced at the Denison plant must typically be sold on a dry basis and distributed to outside markets via truck and rail. Amaizing Energy Denison has engaged United Bio Energy Ingredients, LLC (“UBE”) to market the distillers grains produced at the Denison plant. UBE has agreed to use its best efforts to market and obtain the best price for the distillers grains we produce in exchange for a percentage of the price received for the distillers grains sold. Amaizing Energy Holding Company has also negotiated a contract with UBE whereby Amaizing Energy Holding Company is responsible for logistics management for any sale which is within 100 miles of the Denison Plant. Logistics on sales to parties beyond 100 miles of the Denison plant are handled by UBE. Amaizing Energy Holding Company intends to also utilize UBE to market the distillers grains produced by the Atlantic plant following its completion and start-up. Our agreement with UBE will automatically renew for successive one year terms unless terminated by either party. We may terminate this agreement by providing 90 days prior written notice to UBE.

     We expect the Atlantic plant to sell 100,000 tons of dry distillers grain and 224,000 tons of modified wet distillers grain annually. Due to its shorter shelf life, the modified wet distillers grain will be sold to the local and regional markets. The dried distillers grain has the potential to be transported longer distances to gain increased profit from regional and national markets.

     Another co-product of the ethanol production process is carbon dioxide. We do not currently sell the carbon dioxide produced at our Denison plant. However, we intend to explore opportunities to create value for the carbon dioxide produced at our existing plant in Denison and our future plant in Atlantic. The sale of carbon dioxide will likely represent a small portion of the company’s sales and revenues. However, if we determine that it is feasible to profitably capture and sell the carbon dioxide produced at our plants, we may enter into a marketing agreement with a carbon dioxide marketer.

     We are also exploring the possibility of partnering with a firm that would assist us in monitoring and reducing emissions of carbon dioxide and other green house gases created by the use of our inputs and our products. This firm would assist us in applying for the issuance of carbon financial instruments which could then be traded on the Chicago Climate Exchange. While we have not yet decided to enter into such an agreement we are considering carbon credits and a potential source of additional revenue.

Our Services

     We are dedicated to operating fuel-grade ethanol manufacturing operations that add value to existing corn production in the regional market. Through partnerships with local farmers, cattle feeders and area businesses, we intend to spur economic growth and increase profitability in the local communities surrounding our plant operations. Environmental safety is one of our top concerns. We actively promote the replacement of environmentally dangerous fuel oxygenates such as methyl tertiary butyl ether (MTBE) with fuel ethanol to improve the quality of life of our investors, our employees and our families.

     The following table sets forth a summary of the main characteristics of our existing ethanol plant in Denison, Iowa as of April 1, 2007:

	In operation
Location	Denison, Iowa
Production Start Date	September 11, 2005
Nameplate Capacity	40 mmgy(1)
Current Ethanol Production	55 mmgy(1)(2)

(1)	Million gallons per year
(2)	Due to process improvements that are currently underway at the Denison plant, we anticipate that its production capacity will reach 60 million gallons per year by late summer 2007.

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     We currently have two planned projects that are either in the planning or development stage. The following table sets forth a summary of these proposed projects:

			Total in development
	Plant in development	Expansion in development	and expansion
Location	Atlantic, Iowa	Denison, Iowa
Ethanol Production Capacity	100 mmgy(1)	40 mmgy(1) (Total post-expansion site production capacity of 100 mmgy)	140 mmgy(1)
Expected Fagen Construction Start Date	3rd Quarter 2007	2nd Quarter 2008
Expected Fagen Construction Completion Date	1st Quarter 2009	3rd Quarter 2009

⁽¹⁾ Million gallons per year

Competitive Strengths

We believe that we have the following competitive strengths:

• Advantageous logistics, infrastructure and capabilities. Due to the proximity of each of the Atlantic plant and Denison plant sites to national rail networks, we anticipate that we will ship a large portion of our products to market via rail. This may reduce our transportation costs for shipping our products to the markets.

• Proximity to grain supply. Due to the proximity of the Atlantic plant and Denison plant sites to local grain supplies, we anticipate that we will be able to source grain more effectively than other plants.

• Technology Provider. We anticipate that we will use ICM process technology in the construction and expansion of our plants. We believe that utilizing ICM technology will provide our ethanol production plants with the most reliable ethanol production process technology on the market. This reliability may translate into greater stability in our cash flows.

Business Strategy

Key elements of our business strategy include:

• Grow operations to achieve 200 million gallons of annual production capacity by 2009. Construction of our Atlantic plant is scheduled to begin in third quarter 2007. We currently have a construction slot with Fagen, Inc. for the expansion of the Denison plant in the second quarter of 2008, although we are working to accelerate the commencement date. The Atlantic project will take approximately 15-18 months to complete and the Denison project will take approximately 15-18 months to complete. Therefore, we believe that we can achieve approximately 200 million gallons of ethanol production capacity by 2009.

• Pursue selective acquisitions. Our industry is highly fragmented with a significant number of producers that operate only one plant and may not have the financial or management resources required to grow their businesses. We will seek to acquire smaller producers that meet our operational and financial criteria for acquisitions.

• Pursue low-cost operations strategy. We believe we are positioned to become one of the lowest cost producers of ethanol due to our expected large scale, state-of-the-art technology and management expertise. We believe that our plants are strategically sited near natural gas lines and abundant corn supplies with comprehensive access to the on-road and rail transportation infrastructure, reducing our transportation costs and diversifying our corn supply. We intend to use Fagen, Inc. construction and the latest ICM design technology, which we believe delivers higher corn-to-ethanol conversion yields compared to some older plants.

• Capitalize on ethanol marketing advantages. We believe our production scale, our access to national rail networks and destination markets and our ability to ship unit trains provides us with a competitive advantage when marketing our ethanol.

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• Employ strategic risk mitigation techniques. We analyze and employ risk mitigation techniques in order to limit our exposure to commodity price fluctuations. These include attempting to match contracted sales of ethanol with proportionate purchases of corn supply requirements and forward purchases of natural gas.

Ethanol Industry

     In North America, ethanol is produced mainly from corn and is primarily used as a gasoline fuel additive to increase gasoline’s octane rating. It is also being increasingly used as a blendstock. According to the Renewable Fuels Association, U.S. ethanol production was approximately 4.9 billion gallons in 2006, which accounted for approximately 3% of the total U.S. gasoline fuel supply. As a gasoline blendstock, ethanol functions as an octane enhancer, a clean air additive and a fuel extender. Ethanol is also a primary blendstock for the emerging E85 fuel, which consists of up to 85% ethanol and at least 15% conventional gasoline. E85 fuel can be consumed by the approximately six million flexible fuel vehicles estimated to be on the road in the U.S. A flexible fuel vehicle is an automobile that can run on conventional gasoline and gasoline with varying levels of ethanol, like E85.

We believe the ethanol industry will continue to grow as a result of the following factors:

• Favorable production economics relative to gasoline. We believe that ethanol currently represents an economically attractive source of fuel because the costs incurred by ethanol producers in producing a gallon of ethanol are now significantly lower than the costs incurred by refiners to produce a gallon of gasoline.

• Phase-out of MTBE. Before 2003, ethanol was used primarily as a fuel extender and octane enhancer, predominantly in states located in the Midwest. In recent years, as a result of health and environmental concerns, 25 states, including California, New York and Connecticut, which consumed more than 50% of the methyl tertiary butyl ether, or MTBE, produced in the U.S., have banned or significantly limited the use of MTBE. Product liability concerns regarding MTBE increased following the passage of the Energy Policy Act in 2005, which did not contain limitations on product liability claims relating to MTBE use. Consequently, refiners are expected to phase out two billion gallons of MTBE per year. This is expected to create additional demand for ethanol, as it is the most likely substitute for MTBE due to its favorable production economics, high octane rating and clean-burning characteristics.

• Blending benefits. Ethanol has an octane rating of 113 and is added to the blendstock to raise the octane level from gasoline’s base level. Ethanol can also be used as a gasoline substitute to increase the fuel supply.

• Shortage of domestic petroleum refining capacity. According to the Energy Information Administration, or EIA, while domestic refining capacity has decreased approximately 4% from 1980 to 2005, domestic demand has increased 21% over the same period. The EIA expects growth in refining capacity to average 1.3% per year until 2025, with demand for refined petroleum products to grow at 1.5% per year over the same period. By adding ethanol to gasoline fuel stock, refiners are able to increase the volume of fuel available for sale, and therefore produce more fuel from a barrel of oil and expand their ability to meet consumer demand. We believe that increased pressure on domestic fuel refining capacity will result in greater demand for ethanol.

• Favorable tax treatment. Ethanol’s favorable production economics are further enhanced as a result of a federal tax credit amounting to $0.051 per gallon of gasoline at a 10% blend that is received by refiners for blending ethanol into their fuels.

• Federally mandated renewable fuel usage. Adopted as part of the Energy Policy Act, the Renewable Fuels Standard, or RFS, established minimum nationwide levels of renewable fuels to be included in gasoline. Although the RFS should increase demand for ethanol, we believe the actual use of ethanol and other renewable fuels will surpass the mandated requirements, especially in the early years of implementation of the RFS.

• Geopolitical concerns with reliance on imported fuels. According to the EIA, crude oil imports are expected to rise from 65% of the U.S. crude oil supply in 2005 to 71% by 2025. Political unrest and attacks on oil infrastructure in the major oil producing nations, particularly those located in the Middle East, have added a “risk premium” to world oil prices. At the same time, developing nations such as China and India are increasing their demand for oil. Ethanol, a domestic renewable source of energy, is reducing U.S. dependence on foreign oil.

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Summary Historical Financial Data

     Set forth below is a summary of historical unaudited consolidated financial data for Amaizing Energy Holding Company, LLC as of and for the four months ended January 31, 2007. These consolidated financial statements include the four months of operating activity of our subsidiaries prior to the January 31, 2007 merger. We derived the summary historical financial data from our unaudited consolidated financial statements included as a part of this prospectus. The unaudited information was prepared on a basis consistent with that used in preparing our audited financial statements and includes all adjustments, consisting of normal and recurring items, that we consider necessary for a fair presentation of the financial position and results of operations for the unaudited period. The results of this interim period are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year, and the historical results set forth below do not necessarily indicate results expected for any future period.

     You should read the data set forth below in conjunction with our consolidated financial statements and the related notes thereto, “Management’s Discussion and Analysis and Plan of Operations,” “Capitalization”, “Selected Financial Data,” “Certain Relationships and Related Transactions” and other financial information included elsewhere in this prospectus.

	Four months ended
	January 31, 2007
	(unaudited)
Income Statement Data:
Revenues	$	44,407,215
Cost of Good Sold		21,785,370
Gross Margin		22,621,845
Operating Expenses		5,063,704
Operating Income		17,558,141
Other Income		4,221,450
Net Income	$	21,779,591
Net Income Per Unit (107,868,805 units outstanding)	$	0.22

	January 31, 2007
	(unaudited)
Balance Sheet Data:
Current assets
Cash and cash equivalents	$	10,771,540
Accounts receivable		7,126,102
Inventory		6,242,934
Derivative instruments		10,741,744
Prepaid expenses		498,159
Total current assets		35,380,479
Property and Equipment		69,571,512
Less accumulated depreciation		(6,465,120	)
Net property and equipment		63,106,392
Other Assets		11,480,155
Total Assets	$	109,967,026
Liabilities and Members’ Equity
Current Liabilities
Current maturities of long-term debt	$	9,483,175
Accounts payable		3,656,670
Accrued expenses		463,132
Distributions payable		8,123,480
Total current liabilities		21,726,457
Long-Term Debt, net of current maturities		13,116,408

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	January 31, 2007
	(unaudited)
Members’ Equity
Total members’ equity, 107,868,805 units outstanding	$	75,124,161
Total Liabilities and Members’ Equity	$	109,967,026

IMPORTANT NOTICES TO INVESTORS

     This prospectus does not constitute an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction in which, or to any person whom, it would be unlawful to do so.

     Investing in our units involves significant risk. Please see “RISK FACTORS” beginning on page 14 to read about important risks you should consider before purchasing units in Amaizing Energy Holding Company, LLC. These risks include, but are not limited to, the following:

• Our board of directors has significant discretion as to the use of proceeds in this offering and may choose to use the proceeds in a manner that differs from the manner in which certain of our members would choose to use the proceeds from this offering;

• Cash distributions depend upon our future financial and operational performance and will be affected by debt covenants, reserves and operating expenditures;

• Our future plant operations are subject to construction risks;

• Our operations are subject to fluctuations in the prices of grain, utilities and ethanol, which are affected by various factors and may cause us to delay or abandon the projects;

• Conflicts of interest may arise in the future between us, our members, our directors and the companies upon which we will depend;

• The units are subject to a number of transfer restrictions and no public market exists for our units and none is expected to develop;

• Members’ voting rights are limited and we are managed by a board of directors and officers; and

• We may elect to modify, terminate or abandon the offering prior to receiving sufficient funds to fully capitalize the development of the Atlantic project and/or the expansion of the Denison project.

     No representations or warranties of any kind are intended or should be inferred with respect to economic returns or tax benefits of any kind that may accrue to the investors of the securities.

     In making an investment decision, investors must rely upon their own examination of the entity creating the securities and the terms of the offering, including the merits and risks involved. There is no public market for the resale of the units in the foreseeable future. Furthermore, securities and tax laws and our operating agreement place substantial restrictions on the transferability of the units. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

     During the course of the offering of the units and prior to the sale of the units, each prospective purchaser and his or her representatives, if any, are invited to ask questions of, and obtain additional information from, our representatives concerning the information contained in this registration statement. Prospective purchasers or representatives having questions about the information contained in this registration statement should contact us at (712) 263-2676, or at our business address: Amaizing Energy Holding Company, LLC, 2404 West Highway 30, Denison, Iowa 51442. You may also contact any of the following directors and officers at the phone numbers listed below.

Name	Position	Phone number
Sam Cogdill	Chairman & CEO	712-269-2234
Al Jentz	President and General Manager	712-263-2676
Becky Constant	Vice President & Director	712-566-2579
Bill Hammitt	Treasurer & Director	712-743-2974
Nick Cleveland	Secretary & Director	712-647-2631

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Name	Position	Phone number
Craig Brodersen	Director	712-678-3723
Dr. Mark A. Edelman	Director	515-298-1871
Chuck Edwards	Director	712-243-2244
Eugene Gochenour	Director	712-648-2562
Steve Myers	Director	605-696-3100
Garry Pellet	Director	712-243-3582
Bill Preston	Director	402-330-2274
Dave Reinhart	Director	515-523-1772
David Reisz	Director	712-263-2783
Tom Smith	Director	402-437-1026
Don Sonntag	Director	712-249-1906
Dave Stevens	Director	712-647-2727
Dave VanderGriend	Director	316-977-6543

RISK FACTORS

     The purchase of units involves substantial risks and the investment is suitable only for persons with the financial capacity to make and hold long-term investments not readily converted into cash. Investors must, therefore, have adequate means of providing for their current and future needs and personal contingencies. Prospective purchasers of the units should carefully consider the risk factors set forth below, as well as the other information appearing in this prospectus, before making any investment in the units, investors should understand that there is a possibility that they could lose their entire investment in us.

Risks Related to the Offering

The minimum offering amount will not enable us to undertake both of the projects discussed in this prospectus.

     We anticipate using the funds raised in this offering to expand the Denison plant and construct the Atlantic plant. Based on our business plan and current construction cost estimates, we believe we will need to raise approximately $289,294,000 in both debt and equity for construction of the Denison plant expansion and for construction and start-up expenses relating to the Atlantic plant. We will need to raise at least $40,000,000 million in this offering in order to release funds from escrow, which we anticipate will permit us to incur debt financing to complete construction of the Atlantic project. We anticipate that we will need to raise a minimum of $101,894,000 to have enough equity to obtain additional debt financing of $177,400,000 to fund both projects. There is a risk that we may not be able to sell sufficient units in this offering to raise the equity capital portion of the financing necessary to undertake the construction and start-up of the Atlantic plant and expand the Denison plant or to raise sufficient funds to undertake the construction and start-up of the Atlantic plant.

We are not experienced in selling securities and this could result in the failure of this offering.

     We are selling our securities in this offering through our directors and officers, all of who have little or no experience in selling securities. This lack of experience could adversely impact our ability to sell the number of securities necessary to raise the minimum amount of equity in this offering for our projects to proceed. . We have no firm commitment from any prospective buyer to purchase our units and there can be no assurance that the offering will be successful. If we are unsuccessful in selling the minimum aggregate offering amount by [twelve months from the effective date of this registration statement], we will be required to return your investment. We plan to offer the units directly to investors by registering our securities in the states of Iowa, Kansas, Missouri, Nebraska and South Dakota. We plan to advertise in local media in these states and by mailing information to area residents. We may also hold informational meetings throughout these states. Our directors have significant responsibilities in their primary occupations in addition to trying to raise capital, which may also hinder their ability to sell the number of securities necessary to meet our minimum aggregate offering amount. See “MANAGEMENT-BOARD OF DIRECTORS” for more information.

     All of these directors have full-time outside employment. Each of the directors involved in the sale of our units believes that he will be able to devote a significant portion (10-20 hours per week) of his time to the offering. Nonetheless, the time that these directors spend on our activities may prove insufficient to result in a successful equity offering.

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     These individuals have no experience in selling securities. There can be no assurance that our directors will be successful in securing investors for the offering.

Proceeds of this offering are subject to promissory notes due after the minimum offering amount has been reached and investors unable to pay the 90% balance on their investment may have to forfeit their 10% cash deposit.

     As much as 90% of the total offering proceeds of this offering could be subject to promissory notes that may not be due until after the offering is closed. If we sell the minimum number of units by [twelve months from the effective date of this registration statement], we will be able to close the offering. Nonetheless, we will not be able to release funds from escrow until the notes are paid off and the cash proceeds in escrow equal or exceed $40,000,000, the escrow agent provides an affidavit to each state securities department in which we have registered our securities for sale stating that the escrow agreement requirements have been satisfied, and when required, the state securities commissioners have consented to release of the funds on deposit in each state.

     The success of our offering will depend on the investors’ ability to pay the outstanding balances on these promissory notes. We may choose to wait to call for payment on the notes for a variety of reasons related to construction and development of the project. Under the terms of the offering, we may wait until the tenth day of the 11th month to call the balance. If we wait to call the balance on the notes for a significant period of time after we sell the minimum, the risk of nonpayment on the notes may increase. In order to become a member in Amaizing Energy Holding Company, each investor must, among other requirements, submit a check in the amount of 10% of the total amount due for the number of units for which subscription is sought, and a promissory note for the remaining 90% of the total amount due for the units. Payment under the promissory notes will be due within 20 calendar days of the date of our notice that our sales of units, including the amounts owed under the promissory notes, have exceeded the minimum escrow deposit of $40,000,000. We will take a security interest in the units. We intend to retain the initial payment and to seek damages from any investor who defaults on the promissory note obligation. This means that if you are unable to pay the 90% balance of your investment within 20 calendar days of our notice, we will either pursue collection under the promissory note or we will not collect under the promissory note and you will forfeit your 10% cash deposit. If we collect under the promissory note, you would retain your ownership interest in Amaizing Energy Holding Company. However, if we do not collect under the promissory note and you forfeit your 10% cash deposit, you will not be entitled to any ownership interest in Amaizing Energy Holding Company. Accordingly, the success of the offering depends on the payment of these amounts by the obligors.

Investors will not be allowed to withdraw their investment, which means that you should invest only if you are willing to have your investment unavailable to you for an indefinite period of time.

     Absent a rescission offer tendered by Amaizing Energy Holding Company, investors will not be allowed to withdraw their investments for any reason. We do not anticipate making a rescission offer. You should only invest in us if you are willing to have your investment be unavailable for an indefinite period of time. It could be up to one year after the effective date of our registration statement before we break escrow to begin one or both of our projects. If our offering succeeds, and we convert your cash investment into units of Amaizing Energy Holding Company, your investment will be denominated in our units until you transfer those units. There are significant transfer restrictions imposed on our units by applicable state and federal securities laws and our operating agreement. You will not have a right to withdraw from Amaizing Energy Holding Company and demand a cash payment from us. Therefore, your investment may be unavailable to you for an indefinite period of time.

Our directors may be unable to sell the minimum number of units required in this offering, which may result in our abandonment of the project and a return of your investment.

     We intend to rely on our board of directors to sell our units on a “best efforts” basis. Our directors may be unable to raise the minimum amount of equity in this offering for our project to proceed. The failure of the registered public offering may cause us to abandon our project and a return of your investment.

Risks Related to Our Units

There has been no independent valuation of the units, which means that the units may be worth less than the price at which they are offered.

     There is no established public trading market for our membership units. On January 31, 2007, we consummated a reorganization and merger resulting in the formation of Amaizing Energy Holding Company. See “DESCRIPTION OF BUSINESS – EFFECT OF THE REORGANIZATION AND MERGER” for more detailed discussion of the reorganization and merger. The Board of Directors set the

15

conversion ratios for the respective merger parties based on a $2.00 per membership unit price. In determining the offering price, the Board of Directors considered their valuation for the purposes of the reorganization and merger based on comparable transactions, publicly traded comparable companies, and capital analysis. We did not obtain an independent valuation of the membership units. The membership units may have a value significantly less than the offering price and there is no guarantee that the membership units will ever obtain a value equal to or greater than the offering price.

No public trading market exists for our units and we do not anticipate the creation of such a market, which means that it will be difficult for you to liquidate your investment.

     There is currently no established public trading market for our units and an active trading market will not develop despite this offering. To maintain partnership tax status, you may not trade the units on an established securities market or readily trade the units on a secondary market (or the substantial equivalent thereof). Therefore, we do not expect to apply for listing of the units on any securities exchange. As a result, you should not expect to readily sell your units.

We have placed significant restrictions on transferability of the units, limiting an investor’s ability to withdraw from the company.

     The units are subject to substantial transfer restrictions pursuant to our operating agreement. In addition, state and federal securities laws may restrict transfers of the units. As a result, you may not be able to liquidate your investment in the units and, therefore, may be required to assume the risks of investment in us for an indefinite period of time, which may be the life of our company. We have not developed an exit strategy at this point and do not intend to pursue an exit at this time.

     To maintain partnership tax status, we cannot be a publicly traded partnership under Section 7704 of the Internal Revenue Code. Section 7704 provides that a partnership will be classified as a publicly traded partnership and will be taxed as a corporation if its interests are:

• Traded on an established securities market; or

• Readily tradable on a secondary market or the substantial equivalent.

     To help ensure that a secondary market does not develop, our operating agreement prohibits transfers without the approval of our board of directors. See “SUMMARY OF OUR OPERATING AGREEMENT.” The board of directors will not approve transfers unless they fall within “safe harbors” contained in the publicly-traded partnership rules under the tax code, which include, without limitation, the following:

• transfers by gift to the member’s spouse or descendants;

• transfer upon the death of a member;

• transfers between family members; and

• transfers that comply with the “qualifying matching services” requirements.

     A qualified matching service is qualified only if: (1) it consists of a computerized or printed system that lists customers’ bid and/or ask prices in order to match unitholders who want to sell with persons who want to buy; (2) matching occurs either by matching the list of interested buyers with the list of interested sellers or through a bid and ask process that allows interested buyers to bid on the listed interest; (3) the seller cannot enter into a binding agreement to sell the interest until the 15th calendar day after his interest is listed, which time period must be confirmable by maintenance of contemporaneous records; (4) the closing of a sale effectuated through the matching service does not occur prior to the 45th calendar day after the interest is listed; (5) the matching service displays only quotes that do not commit any person to buy or sell an interest at the quoted price (nonfirm price quotes), or quotes that express an interest in acquiring an interest without an accompanying price (nonbinding indications of interest), and does not display quotes at which any person is committed to buy or sell an interest at the quoted price; (6) the seller’s information is removed within 120 days of its listing and is not reentered into the system for at least 60 days after its deletion; and (7) the sum of the percentage interests transferred during the entity’s tax year, excluding private transfers, cannot exceed ten percent of the total interests in partnership capital or profits.

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There is no assurance that an investor will receive cash distributions, which could result in an investor receiving little or no return on his or her investment.

     Distributions are payable at the sole discretion of our board of directors, subject to the provisions of the Iowa Limited Liability Company Act, our operating agreement and the requirements of our creditors. We do not know the amount of cash that we will generate, if any, once we begin operations of both plants. Cash distributions are not assured, and we may never be in a position to make distributions. It is our intent to pursue cash distributions as cash permits and our senior lender and bank financing provide the ability to. See “DESCRIPTION OF MEMBERSHIP UNITS.” Our board may elect to retain future profits to provide operational financing for the plant, debt retirement and possible plant expansion or the construction of additional plants. This means that you may receive little or no return on your investment and be unable to liquidate your investment due to transfer restrictions and lack of a public trading market. This could result in the loss of your entire investment.

We may use income produced from the operations of one of our plants to fund the construction, start-up and/or operation of additional plants, which may result in a significant delay of distributions made in return on your investment.

     If any profits are generated from the plant we intend to construct or the plant we intend to expand, we may use a portion or all of such profits to help fund the construction, expansion, start-up and/or operation of additional plants. The use of such profits for other plants may result in a significant delay in distributions made from Amaizing Energy Holding Company to our members. We estimate it will take at least 15 to 18 months after construction commences to begin operations at the Atlantic plant. If profits from the currently operating Denison plant are used for other plants, you may not receive any distributions on your investment for several years or possibly ever.

These units will be subordinate to company debts and other liabilities, resulting in a greater risk of loss for investors.

     The units are unsecured equity interests and are subordinate in right of payment to all our current and future debt. In the event of our insolvency, liquidation, dissolution or other winding up of our affairs, all of our debts, including winding-up expenses, must be paid in full before any payment is made to the holders of the units. In the event of our bankruptcy, liquidation, or reorganization, all units will be paid ratably with all our other equity holders, and there is no assurance that there would be any remaining funds after the payment of all our debts for any distribution to the holders of the units.

The presence of members holding 50% or more of the outstanding units is required to take action at a meeting of our members.

     In order to take action at a meeting, a quorum of members holding at least a majority of the outstanding units must be represented in person, by proxy or by mail ballot. See “SUMMARY OF OUR OPERATING AGREEMENT.” Assuming a quorum is present, members take action by a vote of the majority of the units represented at the meeting and entitled to vote on the matter. The requirement of a majority quorum protects the company from actions being taken when less than a majority of the members have not considered the matter being voted upon. However, this also means that the unitholders of a minority of outstanding units could pass a vote and take an action, which would then bind all unitholders. Conversely, the requirement of a majority quorum also means that members will not be able to take actions, which may be in the best interests of the company if we cannot secure the presence in person, by proxy, or by mail ballot of members holding at least a majority of the outstanding units.

We may decide to build ethanol plants in addition to those already proposed, which could affect our profitability and may result in the loss of a portion or all of your investment.

     In the future, we may explore the possibility of developing and building additional ethanol plants. If we decide to take advantage of any of these opportunities, this may result in our issuing additional equity, which could dilute the units issued in this offering and cause us to incur additional significant debt obligations in order to fund the new construction. Any proposed additional plants may also impose substantial additional demands on the time and attention of our directors and our management team. If we decide to build one or more additional plants, we may not be successful which could lead to a decline in our profitability and you could lose a portion or all of your investment. Even if we are successful in building additional plants, the profitability of the operations of those additional plants will affect the value of your investment in this offering. In the event we do develop and build additional ethanol plants and those plants are less profitable than the Denison or Atlantic plant, it may have a negative effect on the value of your investment and you may lose a portion or all of your investment.

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The book value of membership units purchased in the offering will be immediately diluted.

     Investors who purchase membership units in the offering will suffer immediate dilution of $      per membership unit in the adjusted net tangible book value per share. See “Dilution” for further discussion of how your ownership interest in us will be immediately diluted.

Our existing unitholders will exert significant influence over us after the completion of this offering. Their interests may not coincide with yours and they may make decisions with which you may disagree.

     As of the date of this prospectus, Amaizing Energy Cooperative, Energy Partners, LLC and Capitaline Renewable Energy, LP beneficially owned approximately 56.4%, 20.0% and 9.2% of our outstanding membership units, respectively. Additionally, as of the date of this prospectus Fagen Energy, Inc., ICM, Inc., NEK-SEN Energy, LLC, and Atlantic Energy, LLC own approximately 4.8%, 4.6%, 4.6% and 0.4% of our outstanding membership units respectively. These numbers may change following the close of this registered offering depending on the number of membership units we sell and whether our initial members purchase units in the registered offering. As a result, these unitholders, acting individually or together, could significantly influence our management and affairs and all matters requiring Member approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company.

     We currently have 17 initial directors. Some of our members will have the right to appoint our directors for the first five years following the effective date of our operating agreement, which was January 23, 2007. Our operating agreement provides for 4 initial classes of directors – Class A Directors, Class B Directors, Class C Directors, and Class D Directors. Amaizing Energy, L.L.C. appointed each of the 13 Class A Directors; Atlantic Energy, LLC or its designee is entitled to appoint each of the 3 Class B Directors, provided that the persons so appointed have a primary residence located south of U.S. Interstate 80 in the state of Iowa; and NEK-SEN Energy, LLC is entitled to appoint the 1 Class C Director. Following the merger of Amaizing Energy, L.L.C. with and into Amaizing Energy Denison, LLC, Amaizing Energy, L.L.C. no longer exists. As a result any Class A director vacancy on our board will be filled by the affirmative vote of 75 percent of the remaining Class A directors. Additionally, each of the first two members that purchase $15 million or more in units during this offering will be entitled to appoint 1 Class D Director, provided that such members continue to hold the threshold number of units. If we have two $15 million investors in this offering, our initial board will increase to a total of 19 directors. Due to their ability to appoint our directors for a significant period of time, these members will collectively and individually exert significant influence on the management and business affairs of our company. These special rights of appointment will expire on the five year anniversary of the effective date of our operating agreement. At the first meeting of the members following the expiration of these appointment rights, there will be only one class of directors and the number of directors will be reduced to 9, all of which will be elected by the members for staggered terms of 3 years. Members other than those described above will not have a right to elect directors until the special rights of appointment expire on the five year anniversary of the effective date of our operating agreement.

Provisions in our charter documents and Iowa law may delay or prevent our acquisition by a third-party.

     Our operating agreement and Iowa law contain several provisions that may make it substantially more difficult for a third-party to acquire control of us without the approval of our board of directors. This may make it more difficult or expensive for a third-party to acquire a majority of our outstanding membership units. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our unitholders receiving a premium over the market price for their units.

Five years following the effective date of our operating agreement, our operating agreement provides for staggered terms for our directors.

     For the first five years following the effective date of our operating agreement, January 23, 2007, some of our members will be entitled to appoint all of the members of our board of directors. Our operating agreement provides for 4 initial classes of directors – Class A Directors, Class B Directors, Class C Directors, and Class D Directors. Amaizing Energy, L.L.C. appointed each of the 13 Class A Directors; Atlantic Energy, LLC or its designee is entitled to appoint each of the 3 Class B Directors, provided that the persons so appointed have a primary residence located south of U.S. Interstate 80 in the state of Iowa; and NEK-SEN Energy, LLC is entitled to appoint the 1 Class C Director. Additionally, each of the first two members that purchase $15 million or more in units during this offering will be entitled to appoint 1 Class D Director, provided that such members continue to hold the threshold number of units. If we have two $15 million investors in this offering, our initial board will increase to a total of 19 directors. Therefore, until the fifth anniversary of the effective date of our operating agreement, you will not be able to elect directors or vote for the removal of directors. All of the directors that will serve for the next five years have been or will be selected by a small

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number of our members. Accordingly, your only recourse to replace any directors during such five year period would be through an amendment of our operating agreement, which could be difficult to accomplish.

     The appointment rights of our members described above will expire on the five year anniversary of the effective date of our operating agreement. Our appointed directors will serve until the first annual or special meeting of the Members following the date of expiration of our members’ rights of appointment, at which time our directors will thereafter be elected by our members for staggered terms of three years. Because our directors will serve on the board for staggered terms, it will be difficult for our members to replace our board of directors. In that event, your only recourse to replace these directors would be through an amendment to our operating agreement, which could be difficult to accomplish.

As a result of this offering, we may become subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared.

     As a result of this offering, we may become subject to reporting and other obligations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act. Section 404 requires annual management assessment of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. These reporting and other obligations will place significant demands on our management, administrative, operational, internal audit and accounting resources. Any failure to maintain effective internal controls could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Financing Plan

We are a holding company and there are limitations on our ability to receive distributions from our subsidiaries.

     We conduct all of our operations through subsidiaries and are dependent upon dividends or other intercompany transfers of funds from our subsidiaries to meet our obligations. Moreover, one or both of our subsidiaries might become limited in their ability to pay dividends by the terms of our financing agreements. See “Description of certain indebtedness.”

Even if we raise the minimum amount of equity in this offering, we may not obtain the debt financing necessary to construct and operate any of our proposed ethanol plants, which would result in the failure of the projects and Amaizing Energy Holding Company and the potential loss of your investment.

     Our financing plan requires a significant amount of additional debt financing. We do not have contracts or commitments with any bank, lender, governmental entity, underwriter or financial institution for debt financing for our expansion of our Denison plant or the construction of our Atlantic plant. We have not yet obtained any commitments for equity, debt or bond financing and there are no guarantees that we will be able to secure sufficient capital for the projects.

     While we are currently in discussions with potential lenders to provide us with the necessary debt financing, if debt financing on acceptable terms is not available for any reason, we may be forced to abandon our business plan. In order to capitalize both projects, we anticipate that we will need to secure up to approximately $177,400,000 in additional debt financing not including equity raised or the equity value of the construction timeslot previously acquired. Because the amounts of equity, bond financing and grant funding are not yet known, the exact amount and nature of total debt is also unknown. There is no assurance that such commitment will be received, or if it is received, that it will be on terms acceptable to us. If agreements to obtain debt financing are arranged and executed, we expect that we will be required to use the funds raised from this offering prior to receiving the debt financing funds.

If we decide to spend equity proceeds and begin plant construction at our plant before we have fulfilled all of the loan commitment conditions, signed binding loan agreements or received loan proceeds, we may be unable to close the loan and you may lose all of your investment.

     If we sell the aggregate minimum number of units, prior to [one year from the effective date of this registration statement] and satisfy the other conditions of releasing funds from escrow, we may decide to begin spending the equity proceeds to begin plant construction or for other project-related expenses. If, after we begin spending equity proceeds, we are unable to close the loan, we may have to seek another debt financing source or abandon the project. If that happens, you could lose some or all of your investment.

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We do not have any bond financing commitments or contracts for any of our proposed plants and if we are unable to obtain bond financing at any of our plants or if the bond financing is provided on unfavorable terms, our financial performance may suffer and the value of your investment may be reduced.

     We may use bond financing to help capitalize the project, however, we do not have contracts or commitments with any lender, bank, financial institution, governmental entity or underwriter to provide bond financing for our project. There is no assurance that we will be able to use bond financing or that bond financing, if available, will be secured on terms that are favorable to us. If we do not use bond financing, we may be charged a higher interest rate or our secured lenders may require a greater amount of equity financing in order to complete project capitalization. If bond financing is not available or is only available on terms that are not favorable to us, our financial performance may suffer and your investment could lose value.

Risks Related to Our Business

We may not be able to implement our expansion or construction strategy as planned or at all.

     We plan to grow our business through additional plant development and expansion of our current plant. We have one operational ethanol plant and another plant which is in the development stages. The Denison plant’s expansion is scheduled to begin in second quarter 2008. We have an oral agreement with Fagen, Inc. for a third quarter 2007 construction commencement date for the Atlantic plant.

     Development, construction and expansion of ethanol plants is subject to a number of risks, any of which could prevent us from commencing operations at a particular plant as expected or at all, including zoning and permitting matters, adverse weather, defects in materials and workmanship, labor and material shortages, transportation constraints, construction change orders, site changes, labor issues and other unforeseen difficulties. In addition, during the expansion of an existing plant, such as the expansion at the Denison plant, we may be forced to suspend or curtail our operations at such plant, which would decrease our ethanol production and reduce our revenues.

     We need additional financing to implement our expansion strategy, and we may not have access to the funding required for the expansion of our business or such funding may not be available to us on acceptable terms. We may finance the expansion of our business with additional indebtedness or by issuing additional equity securities. We could face financial risks associated with incurring additional indebtedness, such as reducing our liquidity and access to financial markets and increasing the amount of cash flow required to service such indebtedness, or associated with issuing additional equity, such as dilution of ownership and earnings. We face additional risks associated with financing our expansion strategy due to the significant limitations imposed on our ability to incur or service additional debt or grant security interests on our assets contained in our existing debt financing agreements. See “Description of certain indebtedness.”

     The significant expansion of ethanol production capacity currently underway in the U.S. may also impede our expansion strategy. As a result of this expansion, we believe that there is increasing competition for suitable sites for ethanol plants, and we may not find suitable sites for construction of new plants or other suitable expansion opportunities. Even if we are able to identify suitable sites or opportunities, we may not be able to secure the services and products from the contractors, engineering firms, construction firms and equipment suppliers necessary to build our ethanol plants on a timely basis or on acceptable economic terms.

     Our expansion strategy is particularly dependent on the availability of construction and engineering services provided to us by Fagen, Inc. We believe that Fagen has constructed over 65% of the ethanol production capacity built in the U.S. over the past six years. We have entered into letters of intent with Fagen, Inc. for our Atlantic plant and our Denison plant expansion and we expect to enter into definitive design-build agreements with Fagen for each plant. If we enter into definitive design-build agreements and Fagen fails to perform under such agreements, our ability to meet our expansion goals would be limited. Fagen has also entered into design-build contracts with other parties seeking to build ethanol plants. As a result, Fagen may have a conflict of interest in performing its obligations under its anticipated design-build agreements with us, which could delay or prevent our expansion.

     We must also obtain numerous regulatory approvals and permits in order to construct and operate additional or expanded plants. These requirements may not be satisfied in a timely manner or at all. In addition, federal and state governmental requirements may substantially increase our costs, which could have a material adverse effect on our business, results of operations and financial condition.

     Our significant expansion plans may also result in other unanticipated adverse consequences, such as the diversion of management’s attention from our existing plant and business.

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     Accordingly, we may not be able to implement our expansion strategy as planned or at all. We may not find additional appropriate sites for new plants, and we may not be able to finance, construct, develop or operate these new or expanded plants successfully.

We will depend on Fagen, Inc. for their expertise in the ethanol industry for the successful expansion of our operations at our existing Denison plant and start-up of operations at our proposed Atlantic plant and any loss of this relationship could cause us delay and added expense, placing us at a competitive disadvantage.

     We will be dependent on our relationship with Fagen, Inc. and its employees for the successful expansion of our operations at our existing Denison plant and start-up of operations at our future Atlantic plant. Any loss of this relationship with Fagen, particularly during the Denison plant’s period of expansion and the Atlantic plant’s period of construction and start-up, may prevent us from successfully expanding and commencing such operations and result in unforeseen expenses and delays. Unforeseen expenses and delays may reduce our ability to generate revenue and profits and significantly damage our competitive position in the ethanol industry such that you could lose some or all of your investment.

We are relying on Fagen, Inc. and ICM, Inc. to supply all of the technology necessary for the construction of the Atlantic plant and the expansion of the Denison plant and the production of fuel-grade ethanol and distillers grains and we expect to obtain a license to use this technology.

     We will be dependent upon Fagen, Inc. and ICM, Inc. for all of the technology used in our plants that relates to construction or expansion of the plants and the plants’ production of fuel-grade ethanol and distillers grains. We expect to obtain the licenses necessary for the use of this technology.. If we are unable to obtain or license the necessary technology from either Fagen, Inc. or ICM, Inc., we may not be able to build or expand our plants or successfully operate them.

We may need to increase cost estimates for construction of the ethanol plants, and such increase could result in devaluation of our units if ethanol plant construction requires additional capital.

     We anticipate that Fagen, Inc. will construct the Atlantic plant for a fixed contract price, based on the plans and specifications in the anticipated design-build agreement. We have based our capital needs on a design for the Atlantic plant that will cost approximately $133,398,000, including $10,000,000 of equity issued in the acquisition of the construction timeslot, with additional start-up and development costs of approximately $57,765,000 for a total project completion cost of $191,163,000. This price includes construction period interest. The estimated cost of the plant is based on preliminary discussions, and there is no assurance that the final cost of the plant will not be higher. Under our letter of intent, the contract price of $119,698,000 may be further increased if the construction cost index (“CCI”) published by Engineering News-Record Magazine reports a CCI greater than 7,699.59 in the month in which we issue to Fagen, Inc. a notice to proceed with plant construction. The amount of the contract price increase will be equal to the increase in the CCI from the June 2006 CCI of 7,699.59. As of March 2007, the CCI level was reported at 7,856.27, which is significantly higher than the June 2006 CCI. If the CCI remains at the March 2007 level or increased above that level in the month in which we issue to Fagen, Inc. a notice to proceed with plant construction, the contract price will accordingly increase. Thus, we have allowed for a $3,700,000 contingency in our total estimated costs of the Atlantic plant. This contingency may not be sufficient to offset any upward adjustment in our construction cost. In addition, shortages of stainless steel could affect the final cost and final completion date of the project.

     We also anticipate that Fagen, Inc. will construct the expansion of the Denison plant for a fixed contract price based on the plans and specifications in the anticipated agreement. We have based our capital needs on a design for the Denison plant that will cost approximately $65,665,000 with additional start-up and development costs of approximately $32,466,000 for a total project completion cost of $98,131,000. This price includes construction period interest. The estimated cost of the plant is based on preliminary discussions, and there is no assurance that the final cost of the plant will not be higher. Under our letter of intent, the contract price of $52,160,000 may be further increased by the sum of (i) 0.50% for every month from March 2007 until the project commences, (ii) a percentage amount equal to the percentage increase in the construction cost index (“CCI”) published by Engineering News-Record Magazine over the March 2007 CCI of 7,856.27 in the month in which we issue to Fagen, Inc. a notice to proceed with plant construction, and (iii) up to an amount equal to 15% of the adjusted contract price for additional engineering required for the Denison expansion. The potential for up to an additional 15% of the adjusted contract price is included to allow for unexpected expenses associated with the expansion of the Denison plant. Thus, we have allowed for a $13,505,000 contingency in our total estimated costs of the project. This contingency may not be sufficient to offset any upward adjustment in our construction cost. In addition, shortages of stainless steel could affect the final cost and final completion date of the project.

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     Any significant increase in the estimated construction cost of the Atlantic plant or the Denison expansion could delay our ability to generate revenues and reduce the value of your units because our revenue stream may not be able to adequately support the increased cost and expense attributable to increased construction costs.

Construction delays could result in devaluation of our units if our production and sale of ethanol and its co-products are similarly delayed.

     We currently expect the Atlantic plant to commence operations in the 1^st quarter of 2009. The Denison plant expansion operations should commence in the 3^rd quarter of 2009. During the construction, the existing Denison plant is not expected to experience any disruptions in production. However, construction projects often involve delays in obtaining permits, construction delays due to weather conditions, or other events that delay the construction schedule. In addition, Fagen Inc.’s involvement in the construction of other plants while constructing our plants could cause delays in our construction schedule. Also, any changes in interest rates or the credit environment or any changes in political administrations at the federal, state or local level that result in policy change towards ethanol or this project, could also cause construction and operation delays. If it takes longer to construct the plants than we anticipate, it would delay our ability to generate revenue and make it difficult for us to meet our debt service obligations. This could reduce the value of the units.

Fagen and ICM may have current or future commitments to design and build other ethanol manufacturing plants ahead of our plants and those commitments could delay construction of our plant and our ability to generate revenues.

     We do not know how many ethanol plants Fagen and ICM have currently contracted to design and build. It is possible that Fagen and ICM have outstanding commitments to other plants that may cause the construction of our plants to be delayed. It is also possible that Fagen and ICM will continue to contract with new plants for plant construction and with operating plants for expansion construction. These current and future building commitments may reduce the resources of Fagen and ICM to such an extent that construction of our plants is significantly delayed. If this occurs, our ability to generate revenue will also be delayed and the value of your investment will be reduced.

Defects in plant construction could result in devaluation of our units if our plants do not produce ethanol and its co-products as anticipated.

     There is no assurance that defects in materials and/or workmanship in the plant will not occur. Under the terms of the anticipated design-build agreements with Fagen, we anticipate Fagen will warrant that the material and equipment furnished to build the plants would be new, of good quality and free from material defects in material or workmanship at the time of delivery. Though we expect these design-build agreements to require Fagen to correct all defects in material or workmanship for a period of one year after substantial completion of the projects, material defects in material or workmanship may still occur. Such defects could delay the commencement of operations of the plants, or if such defects are discovered after operations have commenced, could cause us to halt or discontinue the plant’s operation. Halting or discontinuing plant operations could delay our ability to generate revenues and reduce the value of your units.

Our existing debt financing agreements contain and our future debt financing agreements may contain restrictive covenants that limit distributions and impose restrictions on the operation of our business. Our failure or the failure of any of our subsidiaries, to comply with applicable debt financing covenants and agreements could have a material adverse effect on our business, results of operations and financial condition.

     We will need a significant amount of additional debt financing to complete our projects and operate our ethanol plants following construction, but we may not be able to obtain additional debt financing on acceptable terms or at all.

     The use of debt financing makes it more difficult for us to operate because we must make principal and interest payments on the indebtedness and abide by covenants contained in our debt financing agreements. The level of our debt may have important implications on our operations, including, among other things:

• Limiting our ability to obtain additional debt or equity financing;

• Making us vulnerable to increases in prevailing interest rates;

• Placing us at a competitive disadvantage because we may be substantially more leveraged than some of our competitors;

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• Subjecting all or substantially all of our assets to liens, which means that there may be no assets left for unitholders in the event of a liquidation;

• Limiting our ability to adjust to changing market conditions, which could make us more vulnerable to a downturn in the general economic conditions of our business; and

• Limiting our ability to make business and operational decisions regarding our business and our subsidiaries, including, among other things, limiting our ability to pay dividends to our unitholders, make capital improvements, sell or purchase assets or engage in transactions we deem to be appropriate and in our best interest.

     The terms of our existing debt financing agreements contain, and any future debt financing agreement we enter into may contain, financial, maintenance, organizational, operational and other restrictive covenants. If we are unable to comply with these covenants or service our debt, we may lose control of our business and be forced to reduce or delay planned capital expenditures, sell assets, restructure our indebtedness or submit to foreclosure proceedings, all of which could result in a material adverse effect upon our business, results of operations and financial condition. Our debt arrangements may also include subordinated debt, which may contain even more restrictions and be on less favorable terms than our senior debt. To secure subordinated debt, we may have to give the lender warrants, put rights, conversion rights, the right to take control of our business in the event of a default or other rights and benefits as the lender may require. This could further dilute your ownership interest in us.

     We may secure our debt financing directly or through the wholly owned subsidiary entities we have established to operate each of our ethanol plants. Regardless of the structure, our debt financing arrangements will contain various covenants and agreements and may contain cross-acceleration and cross-default provisions. Under these provisions, a default or acceleration of one debt agreement may result in the default and acceleration of our other debt agreements (regardless of whether we were in compliance with the terms of such other debt agreements), providing the lenders under such other debt agreements the right to accelerate the obligations due under such other debt agreements. Accordingly, a default, whether by any of our subsidiaries or us, could result in all of our outstanding debt becoming immediately due and payable. The application of cross-acceleration or cross-default provisions means that our compliance, and our subsidiaries’ compliance, with applicable debt covenants and agreements will be interdependent and one default (including a default by one of our subsidiaries) could have a material adverse effect on our business, results of operations and financial condition.

     For a description of our existing debt arrangements, see “Financing Arrangements.”

If we fail to finalize critical agreements, such as the design-build agreement, ethanol and co-product marketing agreements and utility supply agreements, or the final agreements are unfavorable compared to what we currently anticipate, our project may fail or be harmed in ways that significantly reduce the value of your investment.

     You should be aware that this prospectus makes reference to documents or agreements that are not yet final or executed, and plans that have not been implemented. In some instances such documents or agreements are not even in draft form. The definitive versions of those agreements, documents, plans or proposals may contain terms or conditions that vary significantly from the terms and conditions described. These tentative agreements, documents, plans or proposals may not materialize or, if they do materialize, may not prove to be profitable.

Our lack of business diversification could result in the devaluation of our units if our revenues from our primary products decrease.

     We expect our business to solely consist of ethanol and distillers grains, its co-product. We do not have any other lines of business or other sources of revenue if we are unable to complete the construction and operation of the plant. Our lack of business diversification could cause you to lose all or some of your investment if we are unable to generate revenue by the production and sale of ethanol and its co-products, since we do not expect to have any other lines of business or alternative revenue sources.

We do not have long-term sales, input or throughput contracts for our Atlantic plant, which makes our business highly dependent on commodity prices. These prices are subject to significant volatility and uncertainty, so our results could fluctuate significantly.

     We have not entered into any contracts for our Atlantic plant for the purchase of corn and natural gas, our principal inputs, or for the sale of ethanol, our principal product, or to process corn owned by third parties through our Atlantic plant to produce ethanol. Therefore, our results of operations for our Atlantic plant, financial position and business outlook will be substantially dependent on commodity prices, especially prices for corn, natural gas, ethanol and unleaded gasoline. Prices for these commodities are generally

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subject to significant volatility and uncertainty. As a result, our future results at the Atlantic plant may fluctuate substantially, and we may experience periods of declining prices for our products and increasing costs for our raw materials, which could result in continued operating losses. We may attempt to offset a portion of the effects of such fluctuations by entering into forward contracts for the Atlantic plant similar to the ones we have entered into for our Denison plant to supply ethanol or to purchase corn, natural gas or other items or by engaging in transactions involving exchange-traded futures contracts, but these activities involve substantial costs and substantial risks and may be ineffective to mitigate these fluctuations.

We have a limited operating history and our business may not be as successful as we envision.

     Amaizing Energy Holding Company, LLC was organized on December 27, 2006. The company is the parent company for Amaizing Energy Denison, LLC and Amaizing Energy Atlantic, LLC. Our Denison plant, which has a current run rate of 55 million gallons per year, was developed and owned prior to the merger by Amaizing Energy, L.L.C. Amaizing Energy, L.L.C. was organized on June 14, 2001. Amaizing Energy Denison, a wholly owned subsidiary of Amaizing Energy Holding Company, now operates the Denison plant. CassCo Amaizing Energy, LLC began as a Cass County Economic Development Project in February 2006 for the purpose of constructing, owning and operating a 100 million gallon per year nameplate production dry-mill ethanol plant in Atlantic, Iowa. Amaizing Energy Atlantic, a wholly owned subsidiary of Amaizing Energy Holding Company, has taken over these duties. Construction of the existing Denison plant commenced on September 10, 2004 and the plant commenced operations on September 11, 2005. With the exception of normal operating shutdowns, the Denison plant has operated at or above nameplate production since completion. In September 2006, Amaizing Energy, L.L.C. commenced work on process improvements at the Denison Plant which are expected to increase operating production levels to 60 million gallons per year. The process improvements include the installation of Pavilion Advanced Process Control software and process improvements which provide for continuous monitoring of production processes to increase overall efficiencies and enhance production yields. The process improvement project is ongoing and expected to be completed in late summer 2007. Accordingly, we have a limited operating history from which you can evaluate our business and prospects. However, the company’s Denison plant experienced an attractive start to the company’s operations. The plant generated nearly $24.5 million of net income generated on $44.4 million of revenues for the four month period ended January 31, 2007. Our prospects must be considered in light of the risks and uncertainties encountered by an early-stage company and in rapidly evolving markets, such as the ethanol market, where supply and demand may change significantly in a short amount of time.

Some of these risks relate to our potential inability to:

• Effectively manage our business and operations;

• Recruit and retain key personnel;

• Successfully maintain our low-cost structure as we expand the scale of our business;

• Manage rapid growth in personnel and operations;

• Develop new products that complement our existing business; and

• Successfully address the other risks described throughout this prospectus.

     If we cannot successfully address these risks, our business, future results of operations and financial condition may be materially adversely affected, and we may continue to incur operating losses in the future.

Potential future acquisitions could be difficult to find and integrate, divert the attention of key personnel, disrupt our business, dilute unitholder value and adversely affect our financial results.

     As part of our business strategy, we may consider acquisitions of other businesses, building sites, production plants, storage or distribution facilities and selected infrastructure. There is no assurance, however, that we will determine to pursue any of these opportunities or that if we determine to pursue them that we will be successful.

Acquisitions involve numerous risks, any of which could harm our business, including:

• Difficulties in integrating the operations, technologies, products, existing contracts, accounting processes and personnel of the target and realizing the anticipated synergies of the combined businesses;

• Difficulties in supporting and transitioning customers, if any, of the target company or assets;

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• Diversion of financial and management resources from existing operations;

• The price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

• Risks of entering new markets or areas in which we have limited or no experience or are outside our core competencies;

• Potential loss of key employees, customers and strategic alliances from either our current business or the business of the target;

• Assumption of unanticipated problems or latent liabilities, such as problems with the quality of the products of the target; and

• Inability to generate sufficient revenue to offset acquisition costs.

     We also may pursue acquisitions through joint ventures or partnerships. Partnerships and joint ventures typically involve restrictions on actions that the partnership or joint venture may take without the approval of the partners. These types of provisions may limit our ability to manage a partnership or joint venture in a manner that is in our best interest but is opposed by our other partner or partners.

     Future acquisitions may involve the issuance of our equity securities as payment or in connection with financing the business or assets acquired, and as a result, could dilute your ownership interest in us. In addition, consummating these transactions could result in the incurrence of additional debt and related interest expense, as well as unforeseen liabilities, all of which could have a material adverse effect on our business, results of operations and financial condition. The failure to successfully evaluate and execute acquisitions or otherwise adequately address the risks associated with acquisitions could have a material adverse effect on our business, results of operations and financial condition.

We engage in hedging transactions, which involve risks that can harm our business.

     In an attempt to offset some of the effects of volatility of ethanol prices and costs of commodities, we may enter into cash fixed-price contracts to supply a portion of our ethanol and distillers grains production or purchase a portion of our corn or natural gas requirements. We may use exchange-traded futures contracts and options to manage commodity risk. The impact of these activities depends upon, among other things, the prices involved and our ability to sell sufficient products to use all of the corn and natural gas for which we have futures contracts. Hedging arrangements also expose us to the risk of financial loss in situations where the other party to the hedging contract defaults on its contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices paid or received by us. Hedging activities can themselves result in losses when a position is purchased in a declining market or a position is sold in a rising market. A hedge position is often settled in the same time frame as the physical commodity is either purchased (corn and natural gas) or sold (ethanol). We may experience hedging losses in the future. We also vary the amount of hedging or other price mitigation strategies we undertake, and we may choose not to engage in hedging transactions at all and, as a result, our business, results of operations and financial condition may be materially adversely affected by increases in the price of corn or natural gas or decreases in the price of ethanol.

Operational difficulties at our plants could negatively impact our sales volumes and could cause us to incur substantial losses.

     Our operations are subject to labor disruptions, unscheduled downtime and other operational hazards inherent in our industry, such as equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents and natural disasters. Some of these operational hazards may cause personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties. Our insurance may not be adequate to fully cover the potential operational hazards described above or we may not be able to renew this insurance on commercially reasonable terms or at all.

     Moreover, our plants may not operate as planned or expected. All of our plants have or will have a specified nameplate capacity, which represents the production capacity specified in the applicable design-build agreement. The builder generally tests the capacity of the plant prior to the start of its operations. But based on our experience in operating the existing Denison plant, we anticipate that

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our plants could produce in excess of their nameplate capacity. The operation of our plants is and will be, however, subject to various uncertainties relating to our ability to implement the necessary process improvements required to achieve these increased production capacities. As a result, our plants may not produce ethanol and distillers grains at the levels we expect. In the event any of our plants do not run at their nameplate or our increased expected capacity levels, our business, results of operations and financial condition may be materially adversely affected.

Disruptions to infrastructure, or in the supply of fuel or natural gas, could materially and adversely affect our business.

     Our business depends on the continuing availability of rail, road, port, storage and distribution infrastructure. Any disruptions in this infrastructure network, whether caused by earthquakes, storms, other natural disasters or human error or malfeasance, could have a material adverse effect on our business. We will rely upon third-parties to maintain the rail lines from our plants to the national rail network, and any failure on their part to maintain the lines could impede our delivery of products, impose additional costs on us and could have a material adverse effect on our business, results of operations and financial condition.

     Our business also depends on the continuing availability of raw materials, including fuel and natural gas. The production of ethanol, from the planting of corn to the distribution of ethanol to refiners, is highly energy-intensive. Significant amounts of fuel and natural gas are required for the growing, fertilizing and harvesting of corn, as well as for the fermentation, distillation and transportation of ethanol and the drying of distillers grains. A serious disruption in supplies of fuel or natural gas, or significant increases in the prices of fuel or natural gas, could significantly reduce the availability of raw materials at our production plants, increase our production costs and could have a material adverse effect on our business, results of operations and financial condition.

Our management’s time and attention will be divided among our ethanol plants, and our ethanol plants will be part of one common management strategy.

     Our business model calls for us to form wholly owned business entities to own each of our ethanol plants, which will be managed by a centralized management team. The demands on our management’s time from one ethanol plant may, from time to time, compete with the time and attention required for the operation of other ethanol plants. This division of our management’s time and attention among our ethanol plants may make it difficult for us to realize the maximum return from any one plant. Further, to reduce expenses and create efficiencies, we intend to manage each of our ethanol plants in a similar manner. This common management strategy may also result in difficulties in achieving the maximum return from any one plant. If our common management strategy is not successful or if we are not able to address the unique challenges of each ethanol plant, the impact of this arrangement likely will be spread among all of our ethanol plants, resulting in greater potential harm to our business than if each ethanol plant were operated independently.

Competition for qualified personnel in the ethanol industry is intense and we may not be able to hire and retain qualified personnel to operate our ethanol plants.

     Our success depends in part on our ability to attract and retain competent personnel. For each of our plants, we must hire qualified managers, engineers, operations and other personnel, which can be challenging in a rural community. Competition for both managers and plant employees in the ethanol industry is intense, and we may not be able to attract and maintain qualified personnel. If we are unable to hire and maintain productive and competent personnel, our expansion strategy may be adversely affected, the amount of ethanol we produce may decrease and we may not be able to efficiently operate our ethanol plants and execute our business strategy.

Our directors and officers have other business and management responsibilities, which may cause conflicts of interest in the allocation of their time and services to our projects.

     Although we have both a president/general manager and a chief financial officer employed full-time at our company, our board of directors also plays an important role in the management of our projects. Therefore, the devotion of our directors’ time to the project is critical. However, our directors and officers have other management responsibilities and business interests apart from our projects. As a result, our directors and officers may experience conflicts of interest in allocating their time and services between us and their other business responsibilities.

We currently own two subsidiaries, one of which is currently operational and one of which is in the development stage, and either or both subsidiaries may fail, and such failure could be damaging to our reputation within the industry.

     Currently, we have two subsidiaries, Amaizing Energy Atlantic, LLC and Amaizing Energy Denison, LLC. The Denison plant is currently operational, while the Atlantic plant is still in development. Each plant will have separate contracts for utilities,

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transportation, inputs, outputs, marketing and numerous other material contracts. Either or both of the plants may fail. Failure of a plant owned and operated by a subsidiary may reflect poorly on Amaizing Energy Holding Company. In addition, because each subsidiary is separately operated, but wholly owned by Amaizing Energy Holding Company, the failure of one subsidiary could substantially financially impact our business and could result in the loss of your investment.

Risks Related to the Ethanol Industry

The spread between ethanol and corn prices can vary significantly and is currently at a historically high level.

     Our gross margins will depend principally on the spread between ethanol and corn prices. Ethanol prices have recently been much higher than their 10 year average. However, due to the increase in the supply of ethanol from the number of new ethanol plants scheduled to begin production and the expansion of current plants, we do not expect current ethanol prices to be sustainable in the long term. As of April 2007, the price of ethanol averaged $2.38 per gallon, which is down from its record price of $3.97 per gallon in July 2006. In recent periods, the spread between ethanol and corn prices has been at a historically high level, driven in large part by high oil prices and historically low corn prices. The spread between the price of a gallon of ethanol and the price of the amount of corn required to produce a gallon of ethanol may not remain at recent high levels and fluctuations will continue to occur. Any reduction in the spread between ethanol and corn prices, whether as a result of an increase in corn prices or a reduction in ethanol prices, could have a material adverse effect on our business, results of operations and financial condition.

Our business is highly sensitive to corn prices, and we generally cannot pass on increases in corn prices to our customers.

     Corn is the principal raw material we use to produce ethanol and distillers grains. Because ethanol competes with fuels that are not corn-based, we generally are unable to pass along increased corn costs to our customers, and accordingly, rising corn prices tend to produce lower profit margins. At certain levels, corn prices would make ethanol uneconomical to use in fuel markets. The price of corn is influenced by weather conditions (including droughts) and other factors affecting crop yields, farmer planting decisions and general economic, market and regulatory factors, including government policies and subsidies with respect to agriculture and international trade, and global and local supply and demand. The price of corn has fluctuated significantly in the past and may fluctuate significantly in the future. For example, over the ten-year period from April 1, 1997 through April 13, 2007, corn prices (based on Chicago Board of Trade, or CBOT, daily futures data) have ranged from a low of $1.75 per bushel in August 2000 to a high of $4.35 per bushel in February 2007 with prices averaging $2.37 per bushel during this period. On April 13, 2007, the CBOT price of corn was $3.69 per bushel.

     In addition, increasing domestic ethanol capacity could boost demand for corn and result in increased corn prices. The United States Department of Agriculture estimated the 2006 corn crop to be 10.5 billion bushels, the third largest on record. Of those 10.5 billion bushels, 2.15 billion went to the production of ethanol. At a more local level, the price we pay for corn at any of our production plants could also increase if another ethanol production plant were built in the same general vicinity or if we expand the production plant.

     We may also have difficulty from time to time in purchasing corn on economical terms due to supply shortages. Any supply shortage could require us to suspend operations until corn became available at economical terms. Suspension of operations could have a material adverse effect on our business, results of operations and financial condition.

The market for natural gas is subject to market conditions that create uncertainty in the price and availability of the natural gas that we utilize in the ethanol manufacturing process.

     We will rely upon third parties for our supply of natural gas, which is consumed in the manufacture of ethanol. The prices for and availability of natural gas are subject to volatile market conditions. The fluctuations in natural gas prices over the five-year period from April 1, 2002 through April 13, 2007, based on New York Mercantile Exchange, Inc., or NYMEX, daily futures data, has ranged from a low of $2.66 per Million British Thermal Units, or MMBTU, in August 2002 to a high of $15.38 per MMBTU in December 2005, averaging $6.44 per MMBTU during this period. On April 13, 2007, the NYMEX price of natural gas was $7.80 per MMBTU. These market conditions often are affected by factors beyond our control such as weather conditions (including hurricanes), overall economic conditions and foreign and domestic governmental regulation and relations. Significant disruptions in the supply of natural gas could impair our ability to manufacture ethanol for our customers. Further, increases in natural gas prices could have a material adverse effect on our business, results of operations and financial condition.

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Fluctuations in the selling price and production cost of gasoline may reduce our profit margins.

     Ethanol is marketed both as a fuel additive to reduce vehicle emissions from gasoline and as an octane enhancer to improve the octane rating of gasoline with which it is blended. As a result, ethanol prices are influenced by the supply and demand for gasoline and our business, future results of operations and financial condition may be materially adversely affected if gasoline demand or price decreases.

The price of distillers grains is affected by the price of other commodity products, such as soybeans, and decreases in the price of these commodities could decrease the price of distillers grains.

     Distillers grains compete with other protein-based animal feed products. The price of distillers grains may decrease when the price of competing feed products decrease. The prices of competing animal feed products are based in part on the prices of the commodities from which they are derived. Downward pressure on commodity prices, such as soybeans, will generally cause the price of competing animal feed products to decline, resulting in downward pressure on the price of distillers grains. Because the price of distillers grains is not tied to production costs, decreases in the price of distillers grains will result in us generating less revenue and lower profit margins.

Our business is subject to seasonal fluctuations.

     Our operating results are influenced by seasonal fluctuations in the price of our primary operating inputs, corn and natural gas, and the price of our primary product, ethanol. In recent years, the spot price of corn tended to rise during the spring planting season in May and June and tended to decrease during the fall harvest in October and November. The price for natural gas, however, tends to move opposite of corn and tends to be lower in the Spring and Summer and higher in the Fall and Winter. In addition, our ethanol prices are substantially correlated with the price of unleaded gasoline. The price of unleaded gasoline tends to rise during the Summer and Winter. Given our limited history, we do not know yet how these seasonal fluctuations will affect our results over time.

As more ethanol plants are built, ethanol production will increase and, if demand does not sufficiently increase, the price of ethanol and distillers grains may decrease.

     Domestic ethanol production capacity has increased steadily from 1.7 billion gallons per year in January of 1999 to 4.9 billion gallons per year in 2006. In addition, there is a significant amount of capacity being added to the ethanol industry. According to the Renewable Fuels Association as of April 2007, there are currently 81 new biorefineries under construction and 8 existing plants expanding which will add approximately 6.6 billion gallons per year of production capacity. This capacity is being added to address anticipated increases in demand. However, demand for ethanol may not increase as quickly as expected or to a level that exceeds supply, or at all. If the ethanol industry has excess capacity, it could have a material adverse effect on our business, results of operations and financial condition.

     Excess ethanol production capacity also may result from decreases in the demand for ethanol or increased imported supply, which could result from a number of factors, including regulatory developments and reduced gasoline consumption in the United States. Reduced gasoline consumption could occur as a result of increased prices for gasoline or crude oil, which could cause businesses and consumers to reduce driving or acquire vehicles with more favorable gasoline mileage, or as a result of technological advances, such as the commercialization of engines utilizing hydrogen fuel-cells, which could supplant gasoline-powered engines. There are a number of governmental initiatives designed to reduce gasoline consumption, including tax credits for hybrid vehicles and consumer education programs. There is some evidence that reduced gasoline consumption has occurred in the recent past as gasoline prices have increased in the U.S.

     In addition, because ethanol production produces distillers grains as a co-product, increased ethanol production will also lead to increased supplies of distillers grains. An increase in the supply of distillers grains, without corresponding increases in demand, could lead to lower prices.

Technological advances could significantly decrease the cost of producing ethanol or result in the production of higher-quality ethanol, and if we are unable to adopt or incorporate technological advances into our operations, our proposed ethanol plants could become uncompetitive or obsolete.

     We expect that technological advances in the processes and procedures for processing ethanol will continue to occur. It is possible that those advances could make the processes and procedures that we intend to utilize at our ethanol plants less efficient or obsolete, or

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cause the ethanol we produce to be of a lesser quality. These advances could also allow our competitors to produce ethanol at a lower cost than us. If we are unable to adopt or incorporate technological advances, our ethanol production methods and processes could be less efficient than those of our competitors, which could cause our ethanol plants to become uncompetitive.

     Ethanol production methods are also constantly advancing. The current trend in ethanol production research is to develop an efficient method of producing ethanol from cellulose-based biomass such as agricultural waste, forest residue, and municipal solid waste. This trend is driven by the fact that cellulose-based biomass is generally cheaper than corn and producing ethanol from cellulose-based biomass would create opportunities to produce ethanol in areas that are unable to grow corn. Another trend in ethanol production research is to produce ethanol through a chemical process rather than a fermentation process, thereby significantly increasing the ethanol yield per pound of feedstock. Although current technology does not allow these production methods to be competitive, new technologies may develop that would allow these methods to become viable means of ethanol production in the future. If we are unable to adopt or incorporate these advances into our operations, our cost of producing ethanol could be significantly higher than those of our competitors, which could make our ethanol plants obsolete.

     In addition, alternative fuels, additives and oxygenates are continually under development. Alternative fuel additives that can replace ethanol may be developed, which may decrease the demand for ethanol. It is also possible that technological advances in engine and exhaust system design and performance could reduce the use of oxygenates, which would lower the demand for ethanol and our business, results of operations and financial condition may be materially adversely affected.

We face intense competition from competing ethanol and other fuel additive producers.

     Competition in the ethanol industry is intense. We face formidable competition in every aspect of our business from established producers of ethanol, including Archer Daniels Midland Company, VeraSun Corporation, Aventine Renewable and US BioEnergy Corporation., and from other companies that are seeking to develop large-scale ethanol plants and alliances. As of April 2007, the top six companies accounted for approximately 51.4% of the ethanol production capacity in the U.S. according to the Renewable Fuels Association. A number of our competitors are divisions of substantially larger enterprises and have substantially greater financial resources than we do. Smaller competitors also pose a threat. Farmer-owned cooperatives and independent firms consisting of groups of individual farmers and investors have been able to compete successfully in the ethanol industry.

     These smaller competitors operate smaller plants, which may not affect the local price of corn grown in the proximity to the plant as much as larger plants like ours affect these prices. In addition, many of these smaller competitors are farmer-owned and often require their farmer-owners to commit to selling them a certain amount of corn as a requirement of ownership. A significant portion of production capacity in our industry consists of smaller-sized plants.

     We expect competition to increase, as the ethanol industry becomes more widely known and demand for ethanol increases. Most new ethanol plants in development across the country are independently owned. In addition, various investors could heavily invest in ethanol production plants and oversupply ethanol, resulting in higher raw material costs and lower ethanol price levels that could materially adversely affect our business, results of operations and financial condition.

     We also face increasing competition from international suppliers. Although there is a tariff on foreign-produced ethanol (which is scheduled to expire in 2007) that is roughly equivalent to the federal ethanol tax incentive, ethanol imports equivalent to up to 7.0% of total domestic production from certain countries were exempted from this tariff under the Caribbean Basin Initiative to spur economic development in Central America and the Caribbean. Currently, international suppliers produce ethanol primarily from sugar cane and have cost structures that may be substantially lower than ours.

     Any increase in domestic or foreign competition could cause us to reduce our prices and take other steps to compete effectively, which could materially adversely affect our business, results of operations and financial condition.

Growth in the sale and distribution of ethanol is dependent on the changes in and expansion of related infrastructure, which may not occur on a timely basis, if at all, and our operations could be adversely affected by infrastructure disruptions.

     Substantial development of infrastructure by persons and entities outside our control will be required for our operations and the ethanol industry generally, to grow. Areas requiring expansion include, but are not limited to:

• Additional rail capacity;

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• Additional storage facilities for ethanol;

• Increases in truck fleets capable of transporting ethanol within localized markets;

• expansion of refining and blending facilities to handle ethanol;

• Growth in service stations equipped to handle ethanol fuels; and

• Growth in the fleet of flexible fuel vehicles capable of using E85 fuel.

     Substantial investments required for these infrastructure changes and expansions may not be made or they may not be made on a timely basis. Any delay or failure in making the changes in or expansion of infrastructure could hurt the demand or prices for our products, impede our delivery of products, impose additional costs on us or otherwise have a material adverse effect on our business, results of operations or financial condition. Our business is dependent on the continuing availability of infrastructure and any infrastructure disruptions could have a material adverse effect on our business, results of operations and financial condition.

Consumer resistance to the use of ethanol may affect the demand for ethanol, which could affect our ability to market our product and reduce the value of your investment.

     Media reports in the mainstream press indicate that some consumers believe the use of ethanol will have a negative impact on retail gasoline prices. Many also believe that ethanol aids to air pollution and harms car and truck engines. Still other consumers believe that the process of producing ethanol actually uses more fossil energy, such as oil and natural gas, than the amount of ethanol that is produced. These consumer beliefs could be wide-spread in the future. If consumers choose not to buy ethanol, it would affect the demand for the ethanol we produce which could lower demand for our product and negatively affect our profitability.

Risks Related to Regulation and Governmental Action

The use and demand for ethanol and its supply are highly dependent on various federal and state legislation and regulation, and any changes in legislation or regulation could cause the demand for ethanol to decline or its supply to increase, which could have a material adverse effect on our business, results of operations and financial condition.

     Various federal and state laws, regulations and programs have led to increased use of ethanol in fuel. For example, certain laws, regulations and programs provide economic incentives to ethanol producers and users. Further, tariffs generally apply to the import of ethanol from other countries. These laws, regulations and programs are constantly changing. Federal and state legislators and environmental regulators could adopt or modify laws, regulations or programs that could adversely affect the use of ethanol. These laws, regulations or programs will continue in the future. In addition, certain state legislatures oppose the use of ethanol because they must ship ethanol in from other corn-producing states, which could significantly increase gasoline prices in the state.

Carbon dioxide may be regulated in the future by the EPA as an air pollutant requiring us to obtain additional permits and install additional environmental mitigation equipment, which could adversely affect our financial performance.

     The Supreme Court recently decided that carbon dioxide is an air pollutant under the Clean Air Act for the purposes of vehicle emissions. Similar lawsuits have been filed seeking to require the EPA to regulate carbon dioxide emissions from stationary sources such as our proposed ethanol plant under the Clean Air Act. Our proposed plant will produce a significant amount of carbon dioxide that we plan to vent into the atmosphere. If the EPA regulates carbon dioxide emissions by plants such as ours, we may have to apply for additional permits or we may be required to install carbon dioxide mitigation equipment or take other as yet unknown steps to comply with these potential regulations. Compliance with any future regulation of carbon dioxide, if it occurs, could be costly and may prevent us from operating the ethanol plant profitably which could decrease or eliminate the value of our units.

Government incentives for ethanol production, including federal tax incentives, may be eliminated in the future, which could hinder our ability to operate at a profit and reduce the value of your investment in us.

     The ethanol industry and our business are assisted by various federal ethanol tax incentives, including those included in the Energy Policy Act of 2005. The provision of the Energy Policy Act of 2005 likely to have the greatest impact on the ethanol industry is the creation of a national 7.5 billion gallon renewable fuels standard (RFS). The RFS began at 4 billion gallons in 2006, increasing to 7.5 billion gallons by 2012. The RFS helps support a market for ethanol that might disappear without this incentive. The elimination or reduction of tax incentives to the ethanol industry could reduce the market for ethanol, which could reduce prices and our revenues by

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making it more costly or difficult for us to produce and sell ethanol. If the federal tax incentives are eliminated or sharply curtailed, we believe that a decreased demand for ethanol will result, which could result in the failure of the business and the potential loss of some or all of your investment.

     Another important provision involves an expansion in the definition of who qualifies as a small ethanol producer. Historically, small ethanol producers were allowed a 10 cent per gallon production income tax credit on up to 15 million gallons of production annually. The size of the plant eligible for the tax credit was limited to 30 million gallons. Under the Energy Policy Act of 2005 the size limitation on the production capacity for small ethanol producers increases from 30 million to 60 million gallons. Historically, small ethanol producers have been allowed a 10-cent per gallon production income tax credit on up to 15 million gallons of production annually. Thus the tax credit is capped at $1.5 million per year per producer. This tax credit may foster additional growth in ethanol plants of a larger size and increase competition in this particular plant size category. We anticipate that our annual production will exceed production limits of 60 million gallons per year and that we will be ineligible for the credit. The small ethanol producer tax credit is set to expire December 31, 2010.

     Renewable Fuels Standards

     The ethanol industry is assisted by various federal ethanol production and tax incentives, including those set forth in the Energy Policy Act of 2005. The provision of the Energy Policy Act of 2005 likely to have the greatest impact on the ethanol industry is the creation of a national 7.5 billion gallon renewable fuels standard (RFS). The RFS requires that gasoline sold by refiners, importers and blenders must contain an increasing amount of renewable fuel, such as ethanol or biodiesel. The RFS began at 4 billion gallons in 2006, and will increase to 7.5 billion gallons by 2012. The RFS helps support a market for ethanol that might disappear without this incentive.

     Waiver of RFS minimum levels of renewable fuels included in gasoline could have a material adverse effect on our results of operations. Under the Energy Policy Act, the U.S. Department of Energy, in consultation with the Secretary of Agriculture and the Secretary of Energy, may waive the renewable fuels mandate with respect to one or more states if the Administrator of the Environmental Protection Agency determines that implementing the requirements would severely harm the economy or the environment of a state, a region or the nation, or that there is inadequate supply to meet the requirement. Any waiver of the RFS with respect to one or more states would reduce demand for ethanol and could have a material adverse affect on our business.

     In September 2006, the Environmental Protection Agency (EPA) released a proposed final rule for a comprehensive, long-term RFS program starting in 2007. The new regulation proposes that 3.71 percent (or 4.7 billion gallons) of all the gasoline sold or dispensed to U.S. motorists in 2007 be renewable fuel. In 2006, approximately 4.5 billion gallons of renewable fuel was consumed as motor vehicle fuel in the United States. The rule also contains compliance tools and a credit and trading system, which allows renewable fuels to be used where they are most economical, while providing a flexible means for industry to comply with the standard. Various renewable fuels, including biodiesel and ethanol, can be used to meet the requirements of the RFS program. Refiners, blenders and importers must meet the RFS. In order to comply with the RFS, each batch of renewable fuel produced is assigned a unique Renewable Identification Number (RIN). Final rules are expected to be promulgated by the EPA in 2007; however, there is no guarantee that the EPA’s proposed final rule will be enacted, or that we will comply with the rule’s requirements.

          Volumetric Ethanol Excise Tax Credit

     On October 22, 2004, President Bush signed into law the American Jobs Creation Act of 2004 (JOBS Bill), which includes the provisions of the Volumetric Ethanol Excise Tax Credit (VEETC). The VEETC provides a credit of 5.1 cents per gallon on 10% ethanol blends. Gasoline refiners and blenders for blending ethanol into their fuel receive this tax credit. The credit took effect in 2005 and is set to expire in 2008. Legislation was introduced in the first day of the 2007 Congress, which proposes a permanent extension of the VEETC; however, there is no guarantee that this proposed legislation will be adopted.

     The elimination or reduction of tax incentives to the ethanol industry, such as the VEETC, could also decrease the market demand for ethanol, which could reduce prices and our revenues by making it more costly or difficult for us to produce and sell ethanol. If the federal tax incentives are eliminated or sharply curtailed, we believe that a decreased demand for ethanol will result, which could result in the failure of our business and the potential loss of some or all of your investment.

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          Small Ethanol Producer Tax Credit

     Another important provision of the Energy Policy Act of 2005 involves an expansion in the definition of who qualifies as a small ethanol producer. Historically, small ethanol producers were allowed a 10 cents per gallon production income tax credit on up to 15 million gallons of production annually. The size of the plant eligible for the tax credit was limited to 30 million gallons. Under the Energy Policy Act of 2005, the size limitation on the production capacity for small ethanol producers increases from 30 million to 60 million gallons. Despite the expansion of the definition of a small producer, due to the capacity of our proposed plants, we do not anticipate that we will qualify for this tax credit. As a result, it may be difficult to compete with those companies who are eligible for the credit. The small ethanol producer tax credit is set to expire December 31, 2010. As with the VEETC, legislation was introduced in the first, 2007 session of Congress, which proposes to make the small ethanol producer credit permanent. There is no guarantee that this proposed legislation will be adopted; in addition, we are not likely to qualify unless the production capacity is further expanded.

          Freedom to Farm Act

     The elimination of or significant changes to the Freedom to Farm Act could have a material adverse effect on corn supplies. In 1996, Congress passed the Freedom to Farm Act, which allows farmers continued access to government subsidies while reducing restrictions on farmers’ decisions about land use. This act not only increased acreage dedicated to corn crops but also allowed farmers more flexibility to respond to increases in corn prices by planting greater amounts of corn. Currently, farmers have the freedom to allow the market to influence their planting choices; therefore, they can respond to an increased market demand for ethanol and its main feedstock, corn. However, the elimination of this act could have a material adverse effect on the amount of corn available in future years and could reduce the farming industry’s responsiveness to the increasing corn needs of ethanol producers.

The effect of the Renewable Fuels Standard, or RFS, in the recent Energy Policy Act of 2005 on the ethanol industry is uncertain.

     The use of fuel oxygenates, including ethanol, was mandated through regulation, and much of the forecasted growth in demand for ethanol was expected to result from additional mandated use of oxygenates. Most of this growth was projected to occur in the next few years as the remaining markets switch from MTBE to ethanol. The recently enacted energy bill, however, eliminated the mandated use of oxygenates and instead established minimum nationwide levels of renewable fuels (ethanol, biodiesel or any other liquid fuel produced from biomass or biogas) to be included in gasoline. Because biodiesel and other renewable fuels in addition to ethanol are counted toward the minimum usage requirements of the RFS, the elimination of the oxygenate requirement for reformulated gasoline may result in a decline in ethanol consumption, which in turn could have a material adverse effect on our business, results of operations and financial condition. The legislation also included provisions for trading of credits for use of renewable fuels and authorized potential reductions in the RFS minimum by action of a governmental administrator. In addition, the rules for implementation of the RFS and the energy bill are still under development.

     The legislation did not include MTBE liability protection sought by refiners, and, in light of the risks of environmental litigation, many ethanol producers have anticipated that this will result in accelerated removal of MTBE and increased demand for ethanol. Refineries may use other possible replacement additives, such as iso-octane, iso-octene or alkylate. Accordingly, the actual demand for ethanol may increase at a lower rate than production for anticipated demand, resulting in excess production capacity in our industry, which could materially adversely affect our business, results of operations and financial condition.

Tariffs effectively limit imported ethanol into the U.S. and their reduction or elimination could undermine the ethanol industry in the U.S.

     Imported ethanol is generally subject to a $0.54 per gallon tariff that was designed to offset the $0.51 per gallon ethanol incentive available under the federal excise tax incentive program for refineries that blend ethanol in their fuel. There is, however, a special exemption from this tariff for ethanol imported from 24 countries in Central America and the Caribbean Islands, which is limited to a total of 7% of U.S. ethanol production per year. Imports from the exempted countries may increase as a result of new plants in development. Since production costs for ethanol in these countries are significantly less than what they are in the U.S., the duty-free import of ethanol through the countries exempted from the tariff may negatively affect the demand for domestic ethanol and the price at which we sell our ethanol.

     In May 2006, bills were introduced in both the U.S. House of Representatives and the U.S. Senate to repeal the $0.54 per gallon tariff on imported ethanol. Congress did not pass the legislation; rather, it voted to extend the tariff until 2009. Nevertheless, if the

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U.S. tariff on ethanol imports is eliminated or becomes ineffective, demand for our ethanol may decrease and you may lose some or all of your investment.

Waivers of the RFS minimum levels of renewable fuels included in gasoline could have a material adverse effect on our business, results of operations and financial condition.

     Under the Energy Policy Act of 2005, the U.S. Department of Energy, in consultation with the Secretary of Agriculture and the Secretary of Energy, may waive the renewable fuels mandate with respect to one or more states if the Administrator of the U.S. Environmental Protection Agency, or the U.S. EPA, determines that implementing the requirements would severely harm the economy or the environment of a state, a region or the U.S., or that there is inadequate supply to meet the requirement. Any waiver of the RFS with respect to one or more states could adversely affect demand for ethanol and could have a material adverse effect on our business, results of operations and financial condition.

Various studies have criticized the efficiency of ethanol, which could lead to the reduction or repeal of incentives and tariffs that promote the use and domestic production of ethanol.

     Although many trade groups, academics and governmental agencies have supported ethanol as a fuel additive that promotes a cleaner environment; others have criticized ethanol production as consuming considerably more energy and emitting more greenhouse gases than other biofuels. Other studies have suggested that corn-based ethanol is less efficient than ethanol produced from switch grass or wheat grain. If these views gain acceptance, support for existing measures promoting use and domestic production of corn-based ethanol could decline, leading to reduction or repeal of these measures.

Environmental, health and safety laws, regulations and liabilities may adversely affect our Company.

     We are or will become subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees. In particular, each ethanol plant we intend to operate will be subject to environmental regulation by the state in which the plant is located and by the U.S. EPA. These laws, regulations and permits can often require expensive pollution control equipment or operational changes to limit actual or potential impacts on the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and/or plant shutdowns.

     In addition, to construct, expand and operate our ethanol plants, we will need to obtain and comply with a number of permit requirements. As a condition to granting necessary permits, regulators could make demands that increase our costs of construction and operations, in which case we could be forced to obtain additional debt or equity capital. Permit conditions could also restrict or limit the extent of our operations. We cannot assure you that we will be able to obtain and comply with all necessary permits to construct our ethanol plants. Failure to obtain and comply with all applicable permits and licenses could halt our construction and could subject us to future claims.

     Environmental issues, such as contamination and compliance with applicable environmental standards could arise at any time during the construction and operation of our ethanol plants. If this occurs, it would require us to spend significant resources to remedy the issues and may delay or prevent construction or operation of our ethanol plants. This would significantly increase the cost of these projects. In addition, we have made, and expect to make, significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.

     We may be liable for the investigation and cleanup of environmental contamination at each of the properties that we own or operate and at off-site locations where we arrange for the disposal of hazardous substances. If these substances have been or are disposed of or released at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural resources. We may also be subject to related claims by private parties, including our employees and property owners or residents near our plants, alleging property damage and personal injury due to exposure to hazardous or other materials at or from those plants. Additionally, employees, property owners or residents near our ethanol plants could object to the air emissions or water discharges from our ethanol plants. Ethanol production has been known to produce an unpleasant odor. Environmental and public nuisance claims or toxic tort claims could be brought against us as a result of this odor or our other releases to the air or water. Some of these matters may require us to expend significant resources for investigation, cleanup, installation of control technologies or other compliance-related items, or other costs.

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     In addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require us to make additional significant expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at our production plants. For example, federal and state environmental authorities have recently been investigating alleged excess volatile organic compounds and other air emissions from certain U.S. ethanol plants. Present and future environmental laws and regulations (and interpretations thereof) applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our business, results of operations and financial condition.

     The hazards and risks associated with producing and transporting our products (such as fires, natural disasters, explosions, and abnormal pressures and blowouts) may also result in personal injury claims by third parties or damage to property owned by us or by third parties. As protection against operating hazards, we intend to maintain insurance coverage against some, but not all, potential losses. However, we could sustain losses for uninsurable or uninsured events, or in amounts in excess of existing insurance coverage. Events that result in significant personal injury to third-parties or damage to property owned by us or third-parties or other losses that are not fully covered by insurance could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Tax Issues

EACH PROSPECTIVE MEMBER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR CONCERNING THE IMPACT THAT HIS OR HER PARTICIPATION IN THE COMPANY MAY HAVE ON HIS OR HER FEDERAL INCOME TAX LIABILITY AND THE APPLICATION OF STATE AND LOCAL INCOME AND OTHER TAX LAWS TO HIS OR HER PARTICIPATION IN THIS OFFERING.

IRS classification of the company as a corporation rather than as a partnership would result in higher taxation and reduced profits, which could reduce the value of your investment.

     We are an Iowa limited liability company that has elected to be taxed as a partnership for federal and state income tax purposes, with income, gain, loss, deduction and credit passed through to the holders of the units. However, if for any reason the IRS would successfully determine that we should be taxed as a corporation rather than as a partnership, we would be taxed on our net income at rates of up to 35% for federal income tax purposes, and all items of our income, gain, loss, deduction and credit would be reflected only on our tax returns and would not be passed through to the holders of the units. If we were to be taxed as a corporation for any reason, distributions we make to investors will be treated as ordinary dividend income to the extent of our earnings and profits, and the payment of dividends would not be deductible by us, thus resulting in double taxation of our earnings and profits. If we pay taxes as a corporation, we will have less cash to distribute to our unitholders.

The IRS may classify your investment as passive activity income, resulting in your inability to deduct losses associated with your investment.

     If you are not involved in our operations on a regular, continuing and substantial basis, it is likely that the Internal Revenue Service will classify your interest in us as a passive activity. If an investor is either an individual or a closely held corporation, and if the investor’s interest is deemed to be “passive activity”, then the investor’s allocated share of any loss we incur will be deductible only against income or gains the investor has earned from other passive activities. Passive activity losses that are disallowed in any taxable year are suspended and may be carried forward and used as an offset against passive activity income in future years. These rules could restrict an investor’s ability to currently deduct any of our losses that are passed through to such investor.

Income allocations assigned to an investor’s units may result in taxable income in excess of cash distributions, which means you may have to pay income tax on your investment with personal funds.

     Investors will pay tax on their allocated shares of our taxable income. An investor may receive allocations of taxable income that result in a tax liability that is in excess of any cash distributions we may make to the investor. Among other things, this result might occur due to accounting methodology, lending covenants that restrict our ability to pay cash distributions or our decision to retain the cash generated by the business to fund our operating activities and obligations. Accordingly, investors may be required to pay some or all of the income tax on their allocated shares of our taxable income with personal funds.

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An IRS audit could result in adjustments to our allocations of income, gain, loss and deduction causing additional tax liability to our members.

     The IRS may audit our income tax returns and may challenge positions taken for tax purposes and allocations of income, gain, loss and deduction to investors. If the IRS were successful in challenging our allocations in a manner that reduces loss or increases income allocable to investors, you may have additional tax liabilities. In addition, such an audit could lead to separate audits of an investor’s tax returns, especially if adjustments are required, which could result in adjustments on your tax returns. Any of these events could result in additional tax liabilities, penalties and interest to you, and the cost of filing amended tax returns.

Before making any decision to invest in us, investors should read this entire prospectus, including all of its exhibits, and consult with their own investment, legal, tax and other professional advisors to determine how ownership of our units will affect your personal investment, legal and tax situation.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

     This prospectus contains forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that is based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies.

     We have used the words “anticipate,” “believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” and similar words or phrases, including references to assumptions, to identify forward-looking statements in this prospectus, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are made based on our expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements.

     We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events, which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this prospectus.

     Important factors that could cause actual results to differ materially from our expectations are disclosed under “RISK FACTORS” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. As stated elsewhere in this prospectus, such factors include, among others:

• Our ability to implement our expansion strategy as planned or at all;

• The volatility and uncertainty of commodity prices;

• Changes in current legislation or regulations that affect the demand for ethanol;

• Changes in ethanol supply and demand;

• Our ability to compete effectively in the industry;

• Our limited operating history;

• Our ability to successfully locate and integrate future acquisitions;

• Development of infrastructure related to the sale and distribution of ethanol;

• The results of our hedging transactions;

• Operational difficulties at our ethanol plants;

• The adverse effect of environmental, health and safety laws, regulations and liabilities;

• Disruptions to infrastructure or in the supply of raw materials;

• The limited use of our historical financial information in evaluating our performance;

• The division of our management’s time and energy among our different ethanol plants;

• Intense competition for qualified personnel in the ethanol industry;

• Our ability to keep pace with technological advances;

• The restrictive covenants in our debt financing agreements; and

• Our status as a holding company.

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     You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements contained in this prospectus have been compiled as of the date of this prospectus and should be evaluated with consideration of any changes occurring after the date of this prospectus. Except as required under federal securities laws and SEC rules and regulations, we will not update forward-looking statements even though our situation may change in the future.

DETERMINATION OF OFFERING PRICE

     Prior to this offering, there was no public market for our membership units. The per unit offering price for our units in this offering has not been established by an independent valuation of the membership units. The board of directors established the per unit offering price after consideration of various factors, including:

• the information set forth in this prospectus and otherwise available to us;

• our estimates of the present cost to acquire or design and construct ethanol plants similar to our current and planned facilities;

• our historical financial results, operational performance and competitive dynamics;

• our prospects for future earnings, operational performance and competitive dynamics;

• our prospects for economies of scale resulting from our aggregate projected capacity;

• recent market prices of public transactions and common stock of generally comparable companies;

• conducted discussions with industry professionals regarding market prices for comparable companies; and

• our valuation analysis with respect to our recent reorganization and merger. See “CAPITALIZATION”.

     We did not obtain an independent valuation of our units in connection with establishing the offering price, nor did we base our determination on any single factor or criterion, such as perceived market value or book value. The membership units may have a value significantly less than the offering price, and there is no guarantee that the membership units will ever obtain a value equal to or greater than the offering price.

DILUTION

     As of January 31, 2007, we had 107,868,805 outstanding units. The units, as of January 31, 2007, had a net tangible book value of $64,822,069, or $0.60 per unit. The net tangible book value per unit represents members’ equity less intangible assets which includes deferred offering costs, debt issuance costs, land options and contractual rights divided by the number of units outstanding. The offering price of $ ___ per unit exceeds the net tangible book value per unit of our outstanding units. Therefore, all current holders will realize, on average, an immediate increase of $___ per unit in the pro forma net tangible book value of their units if the minimum is sold at a price of $___ per unit, and an increase of $___ per unit if the maximum is sold at a price of $___ per unit. Purchasers of units in this offering will realize an immediate dilution of $___ per unit in the net tangible book value of their units if the minimum is sold at a price of $___ per unit, and a decrease of $___ per unit if the maximum is sold at a price of $___ per unit.

     An investor purchasing units in this offering will receive units diluted by the prior purchase of units by our current owners in a previous private placement offering. The presence of these previously sold units will dilute the relative ownership interests of the units sold in this offering because these earlier investors received a relatively greater share of our equity for less consideration than investors are paying for units issued in this offering. Generally, all investors in this offering will notice immediate dilution. We have and will continue to use this previously contributed capital to finance development costs and for initial working capital purposes. We intend to use any remaining balance for the same purposes as those of this offering.

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     The following table illustrates the increase to existing unit holders and the dilution to purchasers in the offering in the net tangible book value per unit assuming the minimum or the maximum number of units is sold. The table does not take into account any other changes in the net tangible book value of our units occurring after January 31, 2007, or offering expenses related to this offering.

	Minimum		Maximum
Pro forma net tangible book value as of January 31, 2007	$	104,822,069	$	184,822,069
Increase in net tangible book value per unit attributable to the sale of ______ (minimum) and ______ (maximum) units at $___ per unit	$		$
Net tangible book value per unit as of January 31, 2007, as adjusted for the sale of units	$		$
Dilution per unit to new investors in this offering	$		$

(1) The minimum and maximum number of units is circumscribed by the minimum offering amount of $40,000,000 and maximum offering amount of $120,000,000, before any additional costs related to the offering.

     We may seek additional equity financing in the future, which may cause additional dilution to investors in this offering, and a reduction in their equity interest. The holders of the units purchased in this offering will have no preemptive rights on any units to be issued by us in the future in connection with any such additional equity financing. We could be required to issue warrants to purchase units to a lender in connection with our debt financing. If we sell additional units or warrants to purchase additional units, the sale or exercise price could be higher or lower than what investors are paying in this offering.

     The tables below set forth as of January 31, 2007, on an “as-if-converted” basis, the difference between the number of units purchased, and total consideration paid for those units, by existing unit holders, compared to units purchased by new investors in this offering without taking into account any offering expenses.

	Total Number of Units Purchased
	Minimum		Maximum
	Number	Percent	Number	Percent
Existing unit holders
New investors
Total

	Minimum					Maximum
	Amount	Percent			Average	Amount	Percent			Average
Existing unit holders
New investors
Total			100.00	%				100.00	%

CAPITALIZATION

     Amaizing Energy Holding Company, LLC was organized as an Iowa limited liability company on December 27, 2006. Pursuant to a merger agreement dated January 31, 2007, CassCo Amaizing Energy, LLC and Amaizing Energy, L.L.C. reorganized to become wholly owned subsidiaries of Amaizing Energy Holding Company, LLC. The reorganization was accomplished through two separate triangular mergers of each of CassCo Amaizing Energy, LLC and Amaizing Energy, L.L.C. with and into a separate wholly owned subsidiary of Amaizing Energy Holding Company, LLC. Amaizing Energy, L.L.C. merged with and into Amaizing Energy Denison, LLC, a newly created wholly owned subsidiary of Amaizing Energy Holding Company, LLC organized for the purposes of the merger. Similarly, CassCo Amaizing Energy, LLC merged with and into Amaizing Energy Atlantic, LLC, a newly created wholly owned subsidiary of Amaizing Energy Holding Company, LLC organized for purposes of the merger. As part of these merger transactions, members of Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC exchanged their respective membership units in Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC for membership units in Amaizing Energy Holding Company, LLC. CassCo Amaizing Energy, LLC membership units were initially issued at a price of $10,000 per unit, whereas Amaizing Energy, L.L.C. units were initially issued at $2.00 per unit. Therefore, in connection with the merger transaction, CassCo Amaizing Energy, LLC units were converted to $2.00 units in order to make the exchange value of each CassCo Amaizing Energy, LLC unit for one Amaizing Energy Holding Company unit equivalent to the pre-exchange value of each Amaizing Energy, L.L.C. unit. Members of

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CassCo Amaizing Energy, LLC received 1 membership unit in Amaizing Energy Holding Company, LLC for each post-conversion membership unit of CassCo Amaizing Energy, LLC owned as of the merger record date. Members of Amaizing Energy, L.L.C. received 6.445 membership units in Amaizing Energy Holding Company, LLC for each membership unit of Amaizing Energy, L.L.C. owned as of the merger record date. Following the consummation of the merger on January 31, 2007 and as of the date of this prospectus, Amaizing Energy Holding Company, LLC has 107,868,805 total units issued and outstanding.

     We engaged First National Mergers & Acquisitions, a division of First National Capital Markets, Inc., a NASD registered broker dealer, to assist us with the creation of a holding company structure. First National Mergers & Acquisitions provided the board of directors with valuation and contribution analysis with respect to the reorganization and merger. However, First National Mergers & Acquisitions did not provide an independent valuation or fairness opinion.

     We intend to complete equity fundraising during the second half of 2007. We intend to complete the fundraising through an offering of our membership units registered with the Securities and Exchange Commission and the states of Iowa, Nebraska, Kansas, South Dakota, and Missouri.

     If the minimum offering amount is attained we will have additional membership proceeds of approximately $40,000,000 at the end of this offering, less offering expenses. If the maximum offering amount is attained we will have additional membership proceeds of approximately $120,000,000 at the end of this offering, less offering expenses. We also intend to supplement our offering proceeds with debt financing and to utilize our existing cash flow to fund a portion of the project costs.

Capitalization Table

     The following table sets forth our capitalization as of January 31, 2007. You should read this table in conjunction with our unaudited consolidated financial statements and the notes and other financial information contained elsewhere in this prospectus.

	Actual (1)				Pro Forma
	(unaudited)		Minimum		Midpoint		Maximum
Members’ equity (2)	$	75,124,000	$	115,124,000	$	155,124,000	$	195,124,000
Current liabilities (ex. current maturities)	$	12,243,000	$	12,243,000	$	12,243,000	$	12,243,000
Long-term debt (inc. current maturities)	$	22,600,000	$	261,894,000	$	221,894,000	$	181,894,000
Total Liabilities and Members’ equity	$	109,967,000	$	389,261,000	$	389,261,000	$	389,261,000
Total capitalization	$	109,967,000	$	389,261,000	$	389,261,000	$	389,261,000

(1)	Rounded to the nearest thousand.
(2)	Members’ equity, 107,868,805 units issued and outstanding and ___ units and ___ units pro forma.

DISTRIBUTION POLICY

     Distributions are within the discretion of our board of directors and will depend upon our earnings, capital requirements and operating and financial position, among other factors. The former board members of Amaizing Energy, L.L.C. declared an $8,000,000 dividend to its members of record as of January 11, 2007 prior to the consummation of the merger transaction in which Amaizing Energy, L.L.C., the entity that merged with and into Amaizing Energy Denison, LLC, reorganized as a wholly owned subsidiary of the Holding Company. This dividend was paid on March 15, 2007 to the unitholders of Amaizing Energy, L.L.C.

     After operations of our proposed Atlantic plant and our Denison expansion plant begin, it is anticipated, subject to any loan covenants or restrictions with any senior and term lenders, that we will distribute net cash flow to our members in proportion to the units that each member holds relative to the total number of units outstanding. “Net cash flow” means our gross cash proceeds less any portion, as determined by the board of directors in their sole discretion, used to pay or establish reserves for operating expenses, debt payments, capital improvements, replacements and contingencies. We will attempt to distribute an amount approximately equal to the additional federal and state income tax attributable to investors as a result of profits allocated to investors. However, there can

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be no assurance that we will ever be able to pay any distributions to the unitholders, including you. Additionally, our lenders may further restrict our ability to make distributions during the initial period of the term debt. For example, our lender may require us to maintain a minimum debt service coverage ratio, working capital ratio and tangible net worth ratio. In addition, our lender may require us to make annual free cash flow payments that are based on our after-tax profitability.

SELECTED FINANCIAL DATA

     The following table summarizes important financial information from our consolidated unaudited financial statements for Amaizing Energy Holding Company as of and for the four months ended January 31, 2007. These consolidated financial statements include the four months of operating activity of our subsidiaries prior to the January 31, 2007 merger. The unaudited information was prepared on a basis consistent with that used in preparing our audited financial statements and includes all adjustments, consisting of normal and recurring items, that we consider necessary for a fair presentation of the financial position and results of operations for the unaudited period. The results of this interim period are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year, and the historical results set forth below do not necessarily indicate results expected for any future period.

     You should read the data set forth below in conjunction with our consolidated financial statements and the related notes thereto, “Management’s Discussion and Analysis and Plan of Operations,” “Capitalization”, “Certain Relationships and Related Transactions” and other financial information included elsewhere in this prospectus.

	Four months ended
	January 31, 2007
	(unaudited)
Income Statement Data:
Revenues	$	44,407,215
Cost of Good Sold		21,785,370
Gross Margin		22,621,845
Operating Expenses		5,063,704
Operating Income		17,558,141
Other Income		4,221,450
Net Income	$	21,779,591
Net Income Per Unit (107,868,805 units outstanding)	$	0.22

	January 31, 2007
	(unaudited)
Balance Sheet Data:
Current assets
Cash and cash equivalents	$	10,771,540
Accounts receivable		7,126,102
Inventory		6,242,934
Derivative instruments		10,741,744
Prepaid expenses		498,159
Total current assets		35,380,479
Property and Equipment		69,571,512
Less accumulated depreciation		(6,465,120	)
Net property and equipment		63,106,392
Other Assets		11,480,155
Total Assets	$	109,967,026
Liabilities and Members’ Equity
Current Liabilities
Current maturities of long-term debt	$	9,483,175
Accounts payable		3,656,670
Accrued expenses		463,132
Distributions payable		8,123,480

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	January 31, 2007
	(unaudited)
Total current liabilities		21,726,457
Long-Term Debt, net of current maturities		13,116,408
Members’ Equity
Total members’ equity, 107,868,805 units outstanding		75,124,161
Total Liabilities and Members’ Equity	$	109,967,026

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Overview

The following discussion should be read in conjunction with the “Selected Financial Data” and our consolidated financial statements and accompanying notes elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

     We are an Iowa limited liability company formed on December 27, 2006 for the purpose of constructing a 100 million gallon per year ethanol plant in Atlantic, Iowa and expanding our existing 55 million gallon per year ethanol plant in Denison, Iowa to become a 100 million gallon per year plant. Our existing Denison plant was originally built as a 40 million gallon per year nameplate ethanol plant, but has consistently operated above nameplate capacity. The current run rate is approximately 55 million gallons per year. In September 2006, Amaizing Energy, L.L.C. commenced work on process improvements at the Denison Plant which are expected to increase operating production levels to approximately 60 million gallons per year. The process improvements include the installation of Pavilion Advanced Process Control software and process improvements which provide for continuous monitoring of production processes to increase overall efficiencies and enhance production yields. The process improvement project is ongoing and expected to be completed in late summer 2007. The anticipated expansion of the Denison plant will add another 40 million gallons of annual production capacity. Following the expansion, we anticipate the Denison plant will have an annual production capacity of approximately 100 million gallons of ethanol. Upon completion of both the Atlantic plant and the Denison plant expansion, we will have an annual ethanol production capacity of approximately 200 million gallons per year.

     Based upon specifications produced by Fagen, Inc., our anticipated design-build contractor, we expect that following the completion of the construction of the Atlantic plant and the expansion of the Denison plant, each plant will annually consume 36 million bushels of corn and will annually produce approximately 100 million gallons of fuel-grade ethanol and approximately 333,000 tons of distillers grain. We currently estimate that it will take 15 to 18 months after construction commences to complete the Atlantic plant and 15-18 months after construction commences to complete the Denison plant expansion.

     We expect that both projects together will cost approximately $289,294,000 to complete. This includes approximately $133,398,000, including $10,000,000 of equity issued in the acquisition of the construction timeslot, to construct the Atlantic plant and an additional $57,765,000 in other capital expenditures, start-up costs, and working capital for the Atlantic plant. The Atlantic plant construction cost includes $3,700,000 of cost escalator estimates per the letter of intent with Fagen, Inc. The estimated total project cost also includes approximately $65,665,000 to construct the Denison expansion and an additional $32,466,000 in other capital expenditures and working capital for the Denison plant. The Denison expansion costs include $13,505,000 of cost escalator estimates per the letter of intent with Fagen, Inc, which consists of three components, the CCI materials cost escalator, the 15 percent surcharge for unexpected cost related to the expansion and 0.5 percent per month fee for each month that has passed between March 2007 and the month in which a valid notice to proceed is given to Fagen, Inc. Except for the letters of intent with Fagen, Inc., we do not have any binding or non-binding agreements with any contractor for the labor or materials necessary to build the plants. As a result, our anticipated total project cost is not a firm estimate and is expected to change from time to time as the projects progress.

Plan of Operations of Ethanol Plants

Project Capitalization

     We will not close the offering until we have raised the minimum offering amount of $40,000,000. We have until [twelve month date] to sell the minimum number of units, ___, to raise the minimum offering amount. If we sell the minimum number of

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units prior to [twelve month date], we may decide to continue selling units until we sell the maximum number of units or [twelve month date], whichever occurs first. Even if we successfully close the offering by selling at least the minimum number of units by [twelve month date], we will not release the offering proceeds from escrow until the cash proceeds in escrow equal $40,000,000.

     We have not yet obtained any commitments for equity or debt financing. We have started identifying and interviewing potential lenders, however, we have not signed any commitment or contract for debt financing. Completion of the project relies entirely on our ability to attract these loans and close on this offering.

     A debt financing commitment only obligates the lender to lend us the debt financing that we need if we satisfy all the conditions of the commitment. These conditions may include, among others, the total cost of the project being within a specified amount, the receipt of engineering and construction contracts acceptable to the lender, evidence of the issuance of all permits, acceptable insurance coverage and title commitment, the contribution of a specified amount of equity and attorney opinions. At this time, we do not know what business and financial conditions will be imposed on us. We may not satisfy the loan commitment conditions before closing, or at all. If this occurs we may:

• commence construction of the plant using all or a part of the equity funds raised while we seek another debt financing source;

• hold the equity funds raised indefinitely in an interest-bearing account while we seek another debt financing source; or

• return the equity funds, if any, to investors with accrued interest, after deducting the currently indeterminate expenses of operating our business or partially constructing the plant before we return the funds.

     While the foregoing alternatives may be available, we do not expect to begin substantial plant construction activity before satisfying the loan commitment conditions or closing the loan transaction because it is very likely that Fagen, Inc. will not begin substantial plant construction activities until satisfaction of any loan commitment conditions or loan closing. However, in the unlikely event that a lending institution allows us to spend equity proceeds prior to closing the loan and obtaining loan proceeds, we may decide to spend equity proceeds on project development expenses, such as securing critical operating contracts or owner’s construction costs such as site development expenses. If we decide to proceed in that manner, we expect the minimum aggregate offering amount would satisfy our cash requirements for approximately 4 months and the maximum aggregate offering amount would satisfy our cash requirements for approximately 10 months. We expect that proceeding with plant construction prior to satisfaction of the loan commitment conditions or closing the loan transaction could cause us to abandon the project or terminate operations. As a result, you could lose all or part of your investment.

     We also do not expect to hold the equity funds indefinitely in an interest-bearing account while we seek another debt financing source because it is likely that Fagen, Inc. would not be willing to renew its letter of intent with us until we had secured a debt financing source. Our letters of intent with Fagen, Inc. for the Atlantic plant and the Denison plant terminate on December 31, 2007 and March 31, 2008, respectively, unless at least 10% of the necessary equity has been raised and certain other project milestones are met. If we fail to find a new debt financing source and Fagen, Inc. refuses to renew or extend its letters of intent with us, we would expect to return your investment with any accrued interest after deducting operating expenses. Please refer to the section of the prospectus entitled, “RISK FACTORS — Risks Related to Our Financing Plan,” for a discussion of the risks involved in project capitalization.

Site Acquisition and Development

     The existing Denison plant is located on Highway 30 and resides on 51.65 acres of ground between the Canadian National and Union Pacific rail lines southwest of Denison, Iowa. The Denison expansion will be built within the existing site location. Additional land will be acquired through the expansion process in order to complete rail improvements at the Denison site. Amaizing Energy Holding Company is exploring several options for improving the existing rail infrastructure for the Denison plant. The primary objectives of the rail improvements will be to facilitate unit train loading and unloading capabilities at the Denison plant. The improvements will enhance operating efficiencies and increase asset utilization rates over current rail loading capacities. Amaizing Energy Holding Company has acquired some of the land that will be needed for the expansion. Amaizing Energy Holding Company is currently working with several other land owners currently on options agreements and/or purchase agreements. This is expected to allow flexibility in the final rail design to minimize the infrastructure costs and maximize Amaizing Energy Holding Company’s logistical options for receiving, loading and shipping on rail.

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     The proposed location for the Atlantic site is located northwest of Atlantic, Iowa on Glacier Road and 0.5 miles east of State Highway 83. The proposed parcel has 110 acres of ground. The site is bordered on the east by the Iowa Interstate Railroad (IAIS), which operates a 500 mile stretch of railroad between Omaha, Nebraska and Illinois. Many major rail carriers can be accessed off the IAIS. Amaizing Energy Holding Company is currently negotiating with Cass County for the improvement of a 3.1 mile roadway from State Highway 83 to the site to provide paved road access to the site. If approved, Cass County would likely issue a general obligation bond offering to fund the improvement. The bond indenture would be repaid with tax proceeds from the community, including Amaizing Energy Holding Company’s annual property tax payments. Under such arrangement, Amaizing Energy Holding Company would have no obligations relative to the bond offering.

Plant Construction, Expansion and Start-up of Full Plant Operations

     We expect to complete the construction and start-up of the proposed Atlantic plant within approximately 15 to 18 months after construction commences and to complete the expansion of the Denison plant within approximately 15 to 18 months after construction commences. We will complete the final design and development of the Atlantic plant and Denison plant expansion prior to the commencement of construction at the sites. We also plan to negotiate and execute finalized design-build contracts concerning the construction of the Atlantic plant and expansion of the Denison plant and utility agreements for the provision of necessary electricity, natural gas and other power sources for both sites. Provista Renewable Fuels Marketing, LLC (“Provista”) is currently engaged as our ethanol marketer for Amaizing Energy Denison and we anticipate entering into an ethanol marketing agreement with Provista for the ethanol produced at the Atlantic plant in the future. United Bio Energy Ingredients, LLC (“UBE”) is currently engaged as the distillers grains marketer for the Denison plant and we anticipate entering into a distillers grain marketing agreement with UBE for the distillers grains produced at the Atlantic plant in the future. Assuming the successful completion of this offering and our obtaining the necessary debt financing, we expect to have sufficient cash on hand to cover construction and related start-up costs necessary to make the plants fully operational. We estimate that we will need approximately $133,398,000, including $10,000,000 of equity issued in the acquisition of the construction timeslot, to construct the Atlantic plant and a total of approximately $57,765,000 to cover all expenditures necessary to complete the Atlantic project, make the plant operational and produce revenue. We estimate that we will need approximately $65,665,000 to construct the Denison expansion and a total of approximately $32,466,000 to cover all expenditures necessary to complete the Denison project, make the expansion operational and produce revenue.

Future Plans to Participate in Other Ethanol Manufacturing Plants

     We do not have any agreements or arrangements with other ethanol projects at this time. We will continue to monitor and evaluate opportunities as they present themselves to determine if participation in any other project is in our best interests.

Trends and Uncertainties Impacting the Ethanol Industry and Our Future Revenues

     If we are successful in building and constructing the ethanol plant in Atlantic as well as expanding our ethanol plant in Denison, we expect our future revenues will primarily consist of sales of ethanol and distillers grains. We expect ethanol sales to constitute the bulk of our revenues. Ethanol prices have recently been much higher than their 10 year average. However, due to the increase in the supply of ethanol from the number of new ethanol plants scheduled to begin production in the near future and the ongoing expansion of current plants, we do not expect current ethanol prices to be sustainable in the long-term. As of April 2007, the price of ethanol averaged $2.38 per gallon, which is down from its record price of $3.97 per gallon in July 2006. Accordingly to the Renewable Fuels Association, there are currently 116 ethanol plants in operation across the country, 8 of which are undergoing expansions, and an additional 81 ethanol plants under construction nationwide. The ethanol plants currently under construction and expansion, if completed, will add an additional 6.6 billion gallons of annual production capacity on top of the existing 5.9 billion gallons of annual production capacity that already exists nationwide. A greater supply of ethanol on the market from other plants could reduce the price we are able to charge for our ethanol and this could negatively impact our future revenues.

     We also expect to benefit from federal ethanol supports and federal tax incentives. Changes to these supports or incentives could significantly impact demand for ethanol. On August 8, 2005, President George W. Bush signed into law the Energy Policy Act of 2005. The Energy Policy Act contains numerous provisions that are expected to favorably impact the ethanol industry by enhancing both the production and use of ethanol. Most notably, the Energy Policy Act created a 7.5 billion gallon renewable fuels standard (the “RFS”). The RFS is a national renewable fuels mandate as to the total amount of national renewable fuels usage but allows flexibility to refiners by allowing them to use renewable fuel blends in those areas where it is most cost-effective rather than requiring renewable fuels to be used in any particular area or state. The RFS began at 4 billion gallons in 2006, and will increase to 7.5 billion gallons by 2012. According to the Renewable Fuels Association, the Energy Policy Act is expected to lead to about $6 billion in new investment in ethanol plants across the country.

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     Ethanol production continues to rapidly grow as additional plants and plant expansions become operational. According to the Renewable Fuels Association, 116 ethanol plants were producing ethanol in April 2007 with a combined annual production capacity of 5.9 billion gallons per year. Of those plants currently producing ethanol, 8 were expanding production capacity. An additional 81 plants were under construction. The current expansions and plants under construction will constitute an additional production capacity of 6.6 billion gallons per year when completed. Since the current national ethanol production capacity exceeds the 2006 RFS requirement, we believe that other market factors, such as the growing trend for reduced usage of MTBE by the oil industry, state renewable fuels standards and increases in voluntary blending by terminals, are primarily responsible for current ethanol prices. Accordingly, it is possible that the RFS requirements may not significantly impact ethanol prices in the short-term. However, the increased requirement of 7.5 billion by 2012 may support ethanol prices in the long-term. A greater supply of ethanol on the market from these additional plants and plant expansions could reduce the price we are able to charge for our ethanol. This may decrease our future revenues.

     Demand for ethanol may increase as a result of increased consumption of E85 fuel. E85 fuel is a blend of 70% to 85% ethanol and gasoline. According to the Energy Information Administration, E85 consumption is projected to increase from a national total of 11 million gallons in 2003 to 47 million gallons in 2025. E85 is used as an aviation fuel and as a hydrogen source for some fuel cells. In the U.S., there are currently about 6 million flexible fuel vehicles capable of operating on E85 and 1,100 retail stations supplying it. Ford and General Motors have recently begun national campaigns to promote ethanol and flexible fuel vehicles. Automakers have indicated plans to produce an estimated 1 million more flexible fuel vehicles per year. The demand for E85 is largely driven by flexible fuel vehicle penetration of the U.S. vehicle fleet, the retail price of E85 compared to regular gasoline and the availability of E85 at retail stations. Because flexible fuel vehicles can operate on both ethanol and gasoline, if the price of regular gasoline falls below E85, demand for E85 will decrease as well. In addition, gasoline stations offering E85 are relatively scarce. However, most of these stations are in the upper Midwest, which will be our target market area. The Energy Policy Act of 2005 established a tax credit of 30% for infrastructure and equipment to dispense E85, which became effective in 2006 and is scheduled to expire December 31, 2010. This tax credit is expected to encourage more retailers to offer E85 as an alternative to regular gasoline. According to the National Ethanol Vehicle Coalition, there are approximately 60 gasoline retailers offering E85 throughout Iowa.

     Demand for ethanol has been supported by higher oil prices and its refined components. While the mandated usage required by the renewable fuels standard is driving demand, our management believes that the industry will require an increase in voluntary usage in order to experience long-term growth. We expect this will happen only if blenders deem the price of ethanol economical. Our management also believes that increased consumer awareness of ethanol-blended gasoline will be necessary to motivate blenders to voluntarily increase the amount of ethanol blended into gasoline. In the future, a lack of voluntary usage by blenders in combination with additional supply may damage our ability to generate revenues and maintain positive cash flows.

     Although the Energy Policy Act of 2005 did not impose a national ban of methyl tertiary butyl ether (MTBE), the primary competitor of ethanol as a fuel oxygenate, the Energy Policy Act’s failure to include liability protection for manufacturers of MTBE could result in refiners and blenders using ethanol as an oxygenate rather than MTBE to satisfy the Clean Air Act’s reformulated gasoline oxygenate requirement. While this may create some additional demand in the short-term, the Energy Policy Act repeals the Clean Air Act’s 2% oxygenate requirement for reformulated gasoline immediately in California and 270 days after enactment elsewhere. However, the Clean Air Act also contains an oxygenated fuel requirement for areas classified as carbon monoxide non-attainment areas. These areas are required to establish an oxygenated fuels program for a period of no less than three months each winter. The minimum oxygen requirement for gasoline sold in these areas is 2.7% by weight. This is the equivalent of 7.7% ethanol by volume in a gasoline blend. This requirement was unaffected by the Energy Policy Act and a number of states, including California, participate in this program.

     Consumer resistance to the use of ethanol may affect the demand for ethanol, which could affect our ability to market our product and reduce the value of your investment. According to media reports in the popular press, some consumers believe that use of ethanol will have a negative impact on gasoline prices at the pump. Many also believe that ethanol adds to air pollution and harms car and truck engines. Still other consumers believe that the process of producing ethanol actually uses more fossil energy, such as oil and natural gas, than the amount of ethanol that is produced. These consumer beliefs could potentially be wide-spread. If consumers choose not to buy ethanol, it would affect the demand for the ethanol we produce which could negatively affect our ability sell our product and negatively affect our profitability.

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Trends and Uncertainties Impacting the Corn and Natural Gas Markets and Our Future Cost of Goods Sold

     We expect our future cost of goods sold will consist primarily of costs relating to the corn and natural gas supplies necessary to produce ethanol and distillers grains for sale. According to the United States Department of Agriculture, the 2006 corn crop was the third largest on record at 10.5 billion bushels. Of these 10.5 billion bushels in 2006, 2.15 billion went to the production of ethanol. According to the U.S. Department of Agriculture, ethanol production adds $0.25 to $0.50 to the value of a bushel of corn. Consequently, we do not expect corn prices to remain low. Nationwide corn acreage is expected to increase in 2007 and we expect corn prices to be at higher than average levels. Despite the large 2006 corn crop, corn prices have increased sharply since August 2006 and we expect corn prices to remain at historical high price levels well into 2007. We expect continued volatility in the price of corn, which will significantly impact our cost of goods sold. The Iowa Renewable Fuels Association reports that there are at least 25 ethanol plants currently operating in Iowa, 6 of which are under expansion, and at least 15 more plants under construction in Iowa. The number of operating and planned ethanol plants in our immediate surrounding area and nationwide will also significantly increase the demand for corn. This increase will likely drive the price of corn upwards in our market, which will impact our ability to operate profitably.

     Natural gas is also an important input commodity to our manufacturing process. We estimate that our natural gas usage will be approximately 10% to 15% of our annual total production cost. We use natural gas to dry our distillers grain products to moisture contents at which they can be stored for long periods of time, and can be transported greater distances. Dried distillers grains have a much broader market base, including the western cattle feedlots, and the dairies of California and Florida. Recently, the price of natural gas has risen along with other energy sources. Natural gas prices are considerably higher than the 10-year average. In late August 2005, Hurricane Katrina caused dramatic damage to areas of Louisiana, which is the location of one of the largest natural gas hubs in the United States. As the damage from the hurricane became apparent, natural gas prices substantially increased. Hurricane Rita also impacted the Gulf Coast and caused shutdowns at several Texas refineries, which further increased natural gas prices. We expect continued volatility in the natural gas market. Any ongoing increases in the price of natural gas will increase our cost of production and may negatively impact our future profit margins.

Employees

     As of the date of this prospectus, we have 42 full-time employees. Thirty-eight of these employees are currently employed at the Denison plant. Four of these employees are directly employed by Amaizing Energy Holding Company, including our chief executive officer, president/general manager, chief financial officer and administrative assistant. We expect to hire 46 additional employees to staff the Atlantic plant, all of which we expect to be hired prior to the time the plant is operational. We also expect to hire 12 more employees to support plant operations in Denison, all of which we expect to be hired prior to the time the Atlantic plant and the Denison expansion plants are operational. The chart below outlines the positions that currently exist at the Denison plant and the additional employees we expect to hire in Denison.

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		# Employed
Position	Current	Additions	Total
Chief Executive Officer	1			1
President/General Manager	1			1
Chief Financial Officer	1			1
Controller	1			1
Plant Manager	1			1
Tech Manager		1		1
Operations Manager	1			1
Safety Compliance Officer	1			1
Maintenance Manager	1			1
Lab Manager	1			1
Plant Engineer	1			1
Risk Management Staff	2			2
Office Staff	3	4		7
Lab/Quality Staff	2			2
Engineering Staff		1		1
Maintenance Staff	7	2		9
Operations Staff	18	4		22
TOTAL
TOTAL	42	12		54
TOTAL

     The chart below summarizes the positions we expect to fill at our Atlantic plant.

Position	# Employed
Plant Manager	1
Controller	1
Tech Manager	1
Operations Manager	1
Maintenance Manager	1
Lab Manager	1
Plant Engineer	1
Risk Management Staff	2
Office Staff	3
Lab/Quality Staff	2
Engineering Staff	1
Maintenance Staff	7
Operations Staff	24
TOTAL
TOTAL	46
TOTAL

     Upon completion of the construction and commencement of operations of the Atlantic plant and the Denison expansion plants, we will employ a total of approximately 100 people as summarized below:

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			# Employed
Position	Denison		Atlantic		Total
Chief Executive Officer		1		0		1
President/General Manager		1		0		1
Chief Financial Officer		1		0		1
Controller		1		1		2
Plant Manager		1		1		2
Tech Manager		1		1		2
Operations Manager		1		1		2
Safety Compliance Officer		1		0		1
Maintenance Manager		1		1		2
Lab Manager		1		1		2
Plant Engineer		1		1		2
Risk Management Staff		2		2		4
Office Staff		7		3		10
Lab/Quality Staff		2		2		4
Engineering Staff		1		1		2
Maintenance Staff		9		7		16
Operations Staff		22		24		46
TOTAL
TOTAL		54		46		100
TOTAL

     Our board of directors and our existing management team will work with human resources professionals to fill these positions. Our staff will be hired both locally and regionally. We intend to train employees through state programs available through Iowa community colleges and in coordination with training programs provided by the Fagen/ICM design-build team. Technical supervision will be provided through our training period and start-up period by on-site personnel from Fagen and ICM as well as by the existing management team in place at the Denison plant.

     Our management team currently consists of the following three individuals: Sam Cogdill, who currently serves as our chief executive officer, Alan Jentz, who currently serves as our president and general manager, and Connie Jensen, who currently serves as our chief financial officer.

Liquidity and Capital Resources

     Our principal sources of liquidity consist of cash and cash equivalents and available borrowings under our credit arrangements. As of January 31, 2007, we had cash and cash equivalents totaling approximately $10.8 million. We previously entered into financing arrangements with CoBank, including an $8,000,000 construction and revolving term loan. See “Financing Arrangements” below for more information.

     Our principal uses of cash have been, and are expected to be, improvements to our existing Denison plant, the development and construction of the Atlantic plant and other capital expenditures, operating expenses, and the debt service requirements of our indebtedness.

     As of January 31, 2007, we had total assets of approximately $110 million. We had current liabilities of approximately $21.7 million consisting primarily of current maturities of long-term debt, accounts payable, accrued expenses, and accrued dividends payable. Total members’ equity as of January 31, 2007 was approximately $75.1 million.

     We believe our cash and cash equivalents, the net proceeds of this offering, cash from operations, and borrowings under our existing credit arrangements will be sufficient to support our anticipated future operation expenses. As discussed previously, additional equity and debt financing is required to complete our anticipated capital expenditures related to our Atlantic plant and Denison plant expansion.

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     Cash Flow

     Cash flows provided by operating activities totaled $7.2 million for the four months ended January 31, 2007. These cash flows were primarily used to fund working capital needs.

     Cash used in investing activities totaled $2.4 million for the four months ended January 31, 2007. $18,000 of this was related to payments for land options for our projects. Another portion of the cash used in investing activities related to capital expenditures for the process improvements that are currently underway at our Denison plant.

     Cash used in financing activities totaled $5.5 million for the four months ended January 31, 2007. This cash flow related to the payments of long-term debt, payments for financing costs, and distributions to members. For the four months ended January 31, 2007, we repaid $.8 million of outstanding indebtedness under our financing obligations. In October 2006, we paid $4.6 million in distributions to our members.

     Other than normal operating expenses, cash requirements for fiscal year 2007 are expected to consist primarily of capital expenditures for the construction of the Atlantic plant and the expansion and debt payments of the Denison plant.

     Capitalization Plan

     Based on our business plan and current construction estimates, we believe the total cost for both the construction of the Atlantic plant and the expansion of the Denison plant will be approximately $289,294,000. Our capitalization plan consists of a combination of equity, debt financing, and government grants and credits.

     Equity Financing

     We are seeking to raise a minimum of $40,000,000 and a maximum of $120,000,000 of equity in this offering. In order to capitalize both projects, we anticipate that we will need to secure up to approximately $ 177,400,000 in debt additional financing, not including equity raised or the equity value of the construction timeslot previously acquired.

     Debt Financing

     We hope to attract senior debt financing from a major bank (with participating loans from other banks) to construct the proposed Atlantic ethanol plant and to expand our existing Denison ethanol plant. We expect the senior debt financing will be secured by all of our real property, including receivables and inventories. We plan to pay near prime rate on this loan, plus annual fees for maintenance and observation of the loan by the lender, however, there is no assurance that we will be able to obtain the senior debt financing or that adequate debt financing will be available on the terms we currently anticipate.

     We may also pursue subordinate debt financing in order to complete the project financing for the projects. The increased cost of the subordinated debt financing could reduce the value of our units.

     We do not have contracts or commitments with any bank, lender, underwriter, governmental entity or financial institution for debt financing for the construction of our Atlantic plant or the expansion of our existing Denison plant. We have started identifying and interviewing potential lenders, however, we have not signed any commitment or contract for debt financing. Completion of the project relies entirely on our ability to attract these loans and close this offering.

     Amaizing Energy Denison previously entered into a financing agreement with CoBank ACB in 2004 for the construction of the current Denison plant. This financing agreement is more fully described under “Financing Arrangements” below.

     Grants and Government Programs

     Our Denison plant has received a $300,000 grant under the State of Iowa’s Value Added Agricultural Products Processes Financial Assistance Program. The Denison plant has also received a $250,000 Energy Efficiency Improvements Grant from the U.S. Department of Agriculture to complete a Dry-Mill Ethanol Project Plant-wide Optimization Project. The funding period for this grant will conclude in June 2007.

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     The Denison expansion project will be developed in an area designated as an Enterprise Zone. The State of Iowa created the Enterprise Zone program in order to stimulate development in economically distressed areas in the state. The program is designed to stimulate new investment and new job creation by providing state and local tax incentives to developers. The Denison expansion project will qualify for investment tax credits under the State of Iowa’s Enterprise Zone program. It is estimated that these tax credits will be equal to 5% of the project’s eligible capital expenditures. The tax credits shall be available for a period not to exceed 5 years. The capital expenditures eligible for the tax credit shall include costs of machinery and equipment used in the operation of the plant as well as costs of improvements to the real property. Financing costs and organizational costs are typically excluded from the tax credit program. Amaizing Energy Holding Company estimates the total eligible costs for the Denison expansion project shall represent approximately $3 million.

     The Atlantic project has also been approved for investment tax credits under the State of Iowa’s Enterprise Zone program. It is estimated that these tax credits will be equal to 10% of the project’s eligible capital expenditures. The tax credits shall be available for a period not to exceed 5 years. The capital expenditures eligible for the tax credit shall include costs of machinery and equipment used in the operation of the plant as well as costs of improvements to the real property. Financing costs and organizational costs are typically excluded from the tax credit program. Amaizing Energy Holding Company estimates the total eligible costs for the Atlantic project shall represent approximately $11 million.

     In addition to the enterprise zone tax credits, Amaizing Energy Holding Company intends to apply for tax credits eligible under the State of Iowa’s New Jobs Training Supplemental Credit. The supplement credit is based on an amount equal to 1.5% of the gross wages paid by Amaizing Energy Holding Company.

          Financing Arrangements

     CoBank Master Loan Agreement. Effective October 13, 2004, we entered into a Master Loan Agreement (“MLA”) with CoBank, ACB (“CoBank”) for an aggregate amounts of direct and indirect costs not to exceed $54,250,000 and $2,200,000 respectively. The purpose of the commitment was to partially finance the construction of our initial 40 million gallon dry-mill ethanol plant in Denison, Iowa. Directs costs include real property acquisition, site preparation and infrastructure, railroad siding, capitalized interest and contingencies. Indirect costs include costs to organize and obtain financing, and for pre-production expenses, but exclude working capital. Effective August 26, 2005, we entered into an Amendment to the Construction and Term Loan Supplement (“Amendment”) with CoBank. The terms of the MLA and Amendment are specified in the additional disclosure below.

     We may select a rate of interest for the loans at CoBank’s announced base rate plus 0.45%, a fixed rate to be quoted by CoBank or at LIBOR plus 3.35% per annum. We paid an origination fee of $247,500 to CoBank. Prepayment of any loan balance due to refinancing, or refinancing of any unadvanced commitment, up to and including September 1, 2007, will result in a 2% prepayment charge in addition to any broken funding surcharges which may be applicable based on the amounts prepaid on the total amount of the commitments in effect at such time. The loan features a commitment fee on the average daily unused portion of the commitment at a rate of 0.50% per annum, payable monthly in arrears. We are required to keep both affirmative and negative covenants as defined in the MLA and supplement documents.

     We are required to repay the loans in equal, consecutive quarterly installments of $850,000. An initial payment of $350,000 was due on March 20, 2006 and the last installment of $850,000 is due on March 20, 2013 to be followed with a final installment in an amount equal to the remaining unpaid principal balance of the loans on June 20, 2013. In addition, for each fiscal year end, beginning in 2006 and ending with 2008, we are required to make a special payment of an amount equal to 75.00% of Free Cash Flow within ninety days after fiscal year end. Among other exceptions, we are not required to exceed an annual special payment of $6,000,000. The term Free Cash Flow is defined as our annual profit net of taxes, plus depreciation and amortization expense, minus allowable capital expenditures for fixed assets, allowed distributions to owners and scheduled term loan payments to CoBank and other long-term debt creditors. Any special payment shall be applied to the principal installments in the inverse order of their maturity. In the fiscal year ending in 2005, we were required to make a one-time principal payment for the amount of any working capital in excess of $4,500,000.

     CoBank Construction & Revolving Term Loan. Effective October 13, 2004, we entered into a supplement agreement to the MLA where CoBank agreed to make loans to us from time to time in an aggregate amount not to exceed $8,000,000 minus all amounts scheduled for repayment. The commitment was designed to partially finance the Denison 40 million gallon plant construction, to finance the acquisition of existing grain facilities near Denison and to provide working capital. The term of this commitment will end on June 20, 2015 without an extension from CoBank. We may select an interest rate of a weekly quoted variable rate established by CoBank, a fixed rate to be quoted by CoBank or LIBOR plus 3.35% per annum. We are required to pay a commitment fee on the

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average daily unused portion of the commitment at a rate of 0.50% per annum. The prepayment of any loan balance due to refinancing, or refinancing of any unadvanced commitment, up to including September 1, 2007, will result in a 2.00% prepayment charge in addition to any broken funding surcharges based on the amounts prepaid and on the total amount of the commitments in effect at such time.

     We are required to repay on the dates set forth below, the outstanding principal, if any, that is in excess of the listed amounts:

Payment Date:	Reducing Commitment Amount:
December 20, 2013	$	6,000,000
June 20, 2014	$	4,000,000
December 20, 2014	$	2,000,000
June 20, 2015	$	0

     Non-Revolving Letters of Credit. Effective April 25, 2007, we entered into a supplement agreement to the MLA where CoBank agreed to make loans to us in an aggregate principal amount not to exceed $1,543,000. The purpose of the commitment is to reimburse CoBank for any drafts that it may honor under the letter(s) of credit issued. The term of the commitment expires on April 1, 2008. We are required to pay rate per annum equal to 0.50% above the rate of interest established by CoBank from time to time, referred to as the CoBank Base Rate. We agreed to pay CoBank a loan origination fee of $2,500.

     Debt Modification. We are seeking a modification of our current debt facility with CoBank in order to enable us to continue funding the Atlantic and Denison Expansion projects. We have proposed a modification whereby our facility will be increased to $40,000,000 in order to provide us with additional capital prior to the completion of the proposed offering and prior to securing a formal debt commitment for each project. We anticipate securing this modification prior to the scheduled mobilization date with Fagen, Inc. for the Atlantic project.

     We do not have definitive agreements with CoBank regarding the modification of our debt facility and there is no assurance that we will be able to secure this modification. Our ability to commence development of our projects prior to the securing our capital may impact our ability to commence construction on our Atlantic plant. There is no assurance that financing will be available to us on acceptable terms or at all.

Critical Accounting Estimates

     Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Significant estimates include the deferral of expenditures for offering costs, which are dependent upon successful financing of the project. The significant estimates identified in the financial statements include the amounts recorded for the build time-slot with our contractor which was purchased from NEK-SEN Energy, LLC valued at $10,000,000. Actual results could differ from these estimates and it is at least reasonably possible that the estimate will change in the near term.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our primary business consists of the production and sale of ethanol and distillers grains. The production and sale of ethanol and distillers grains is subject to considerable market risks. These market risks involve adverse changes in market rates and prices for both our inputs and outputs. As an operator of production plants, we are subject to market risk with respect to the price and availability of our outputs ethanol and distillers grains, as well as our major inputs, corn and natural gas. Each of these commodities is subject to the market forces of supply and demand. In general, the relationship of each of these commodities will have an impact on our overall profitability.

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     Ethanol and distillers grain prices depend heavily upon market conditions. Ethanol prices are generally influenced by the supply and demand for gasoline, the availability of oxygenate substitutes and the effect of laws and regulations. Distillers grains prices are generally influenced by the price of corn, local demand for animal feed products and alternative local sources of animal feed products.

     Higher corn and natural gas costs result in lower profit margins. We may not be able to pass along increases in our input prices to our ethanol customers. The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather, farmer planting decisions, governmental policies, and global supply and demand. Natural gas availability and prices are also subject to factors beyond our control including weather conditions, economic conditions, and governmental regulations.

     Our company will be highly leveraged upon the completion of our construction projects and the funding of the necessary project finance. As a result, we are and will also be subject to interest rate risks. In order to hedge against interest rate risks, we may look to enter into certain financial instruments such as interest rate swaps and other hedging techniques.

     We look to manage our risks through our adherence to our risk management plan. Our board of directors has instituted a formal risk management policy that we operate our business under. We are committed to a proactive approach to commodity risk management. Our risk management plan is centered around protecting the ethanol net margin. We have established a risk management committee, who serves as the liaison between our management and our board of directors regarding risk management policies. The risk management committee is responsible for monitoring our compliance to our risk management plan.

     We account for derivative instruments in accordance with Statement of Financial Accounting Standards (SFAS) NO. 133, Accounting for Derivative Instruments. SFAS No. 133 requires the recognition of derivatives in the balance sheet and the measurements of these instruments at fair value. Under this standard, the accounting for changes in the fair value of a derivative depends upon whether it has been designated as an accounting hedging relationship and further, on the type of hedging relationship. To qualify for designation as an accounting hedging relationship, specific criteria must be met and appropriate documentation maintained.

     In order to reduce the risk caused by market fluctuations, Amaizing Energy Denison hedges anticipated corn and natural gas purchases by entering into options, futures contracts, and swap agreements and we may do the same for Atlantic. These contracts are used with the intention to fix the purchase price of our anticipated requirements for corn and natural gas in production activities. The fair value of these contracts is based on quoted prices in active exchange-traded or over-the-counter markets. The fair value of the derivatives is continually subject to change due to changing market conditions. We do not formally designate these instruments as hedges and, therefore, we record in earnings adjustments caused from marking these instruments to market on a monthly basis.

     As January 31, 2007, we had recorded an asset for derivative instruments related to corn and natural gas option and futures positions of approximately $10,742,000. We have recorded a gain of approximately $6,390,000, which includes unrealized gains of approximately $9,648,000, in cost of goods sold for the four months ending January 31, 2007.

ESTIMATED SOURCES OF FUNDS

     The following tables set forth various estimates of our sources of funds, depending upon the amount of units sold to investors and based upon various levels of equity that our lenders may require. The information set forth below represents estimates only and actual sources of funds could vary significantly due to a number of factors, including those described in the section entitled “Risk Factors” and elsewhere in this prospectus.

	Minimum Units		Percent
Sources of Funds	Sold		of Total
Unit Proceeds	$	40,000,000		13.83	%
Equity Value of Construction Timeslot Contribution	$	10,000,000		3.46	%
Debt Financing(1)(2)	$	239,294,000		82.71	%
Total Sources of Funds(3)	$	289,294,000		100.00	%

(3) If only the minimum offering amount of $40,000,000 is raised we anticipate proceeding only with the Atlantic plant.

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	Midpoint Units		Percent
Sources of Funds	Sold		of Total
Unit Proceeds	$	80,000,000		27.65	%
Equity Value of Construction Timeslot Contribution	$	10,000,000		3.46	%
Debt Financing(1)(2)	$	199,294,000		68.89	%
Total Sources of Funds	$	289,294,000		100.00	%

	Maximum Units		Percent
Sources of Funds	Sold		of Total
Unit Proceeds	$	120,000,000		41.48	%
Equity Value of Construction Timeslot Contribution	$	10,000,000		3.46	%
Debt Financing(1)(2)	$	159,294,000		55.06	%
Total Sources of Funds	$	289,294,000		100.00	%

(1)	We may receive federal and state grants. If we receive grants, we expect to reduce the amount of equity proceeds or debt financing necessary for our capitalization by the same or similar amount.
(2)	Debt financing represents our estimated combined total of financing obtained by each subsidiary.

ESTIMATED USE OF PROCEEDS

     We estimate that the gross proceeds from this offering, before deducting offering expenses, will be $40,000,000 if the minimum amount of equity offered is sold and $120,000,000 if the maximum number of units offered is sold. We estimate the offering expenses to be approximately $2,168,210. The selling unitholders will not bear any of the offering expenses. We estimate the net proceeds of the offering to be $117,831,790 if the maximum amount of equity is raised, and $37,831,790 if the minimum number of units offered is sold. We will not receive any of the net proceeds from the sale of 82,324,425 membership units currently held by our selling unitholders.

				Midpoint
	Minimum Offering			Offering			Maximum Offering
Offering Proceeds ($          per unit)	$	40,000,000		$	80,000,000		$	120,000,000
Less Estimated Offering Expenses(1)	$	(2,168,210	)	$	(2,168,210	)	$	(2,168,210	)
Net Proceeds from Offering	$	37,831,790		$	77,831,790		$	117,831,790

(1) Estimated Offering Expenses are as follows:

Securities and Exchange Commission registration fee	$	9,210
Legal fees and expenses		250,000
Consulting Fees		80,000
Accounting fees		95,000
Printing expenses		50,000
Blue Sky Filing Fees		20,000
Advertising expenses		150,000
Miscellaneous Expenses(1)		1,514,000
Total Expenses(2)	$	2,168,210

(1)	Includes contingency amounts for any equity or debt placement fees that may be incurred if we decide such services are necessary.
(2)	Approximately $892,688 attributed to Denison plant and $1,275,522 attributed to Atlantic plant.

     We intend to use the net proceeds from this offering first to finance a portion of the construction costs of the construction of our 100 million gallon per year ethanol plant in Atlantic, Iowa and second to fund the 40 million gallon per year expansion of our existing Denison plant. These projects together have an estimated aggregate cost of approximately $289,294,000. The total project cost is a preliminary estimate primarily based upon the experience of our general contractor, Fagen, Inc., with ethanol plants similar to the 100 million gallon per year plant and the 40 million gallon per year anticipated expansion that we plan to construct and operate. Our letters of intent with Fagen, Inc. provide for increases in construction costs in certain circumstances. We expect the total project cost will change from time to time as the project progresses. These changes may be significant. We must supplement the proceeds of this

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offering with debt financing to meet our stated goals. We estimate that we will require additional debt of approximately $177,400,000 in debt financing to complete the projects. The balance of our project costs will be funded with cash generated by our Denison plant operations and borrowings under existing and additional credit facilities. If we only sell the minimum amount of membership units offered by this prospectus, our proceeds will be used to finance the construction of our Atlantic plant and the expansion of the Denison plant will be delayed until additional funds can be raised. In such circumstances, however, there can be no assurance that we would ever raise the additional proceeds necessary to fund the expansion of our Denison plant. The amounts and timing of our construction expenditures will depend on numerous factors, including the receipt of required additional funding, the federal, state and local permitting and licensing process, the construction schedules of our contractors, the delivery of goods and equipment by our suppliers and various other considerations typically associated with large-scale construction projects.

     The following tables describe our proposed use of proceeds. The actual use of funds will be based upon contingencies, such as the estimated cost of plant construction, the suitability and cost of the proposed sites, the regulatory permits required and the cost of debt financing and inventory costs, which are driven by the market. Therefore, the following figures are intended to be estimates only, and the actual use of funds may vary significantly from the descriptions given below depending on contingencies such as those described above. However, we anticipate that any variation in our use of proceeds will occur in the level of proceeds attributable to a particular use (as set forth in the charts below) rather than a change from one of the uses set forth below to a use not identified in this prospectus. We expect certain costs at each plant site to be similar; however, many costs will vary significantly based on the proposed location. The first two tables below set forth the costs for each of our proposed projects that will significantly vary from project to project. The third table below sets forth start-up costs that we anticipate will be similar for both projects.

     Atlantic Plant Project Costs. The company has received the following cost estimates from our design-builder, Fagen, Inc., for the Atlantic project. The estimates are based on a 100 million gallon per year dry-mill ethanol plant utilizing natural gas for production.

Use of Proceeds	Amount		Percent of Total
Fagen Contract Price (with CCI)	$	123,398,000		64.55	%
Constuction Slot Acquisition		10,000,000		5.23	%
Corn Storage		2,500,000		1.31	%
Dirt Package		2,692,000		1.41	%
Land Purchase		1,240,000		0.65	%
Soil Stabilization		2,000,000		1.05	%
Electrical Service		3,000,000		1.57	%
Natural Gas Line Relocation		548,000		0.29	%
Rail System		3,500,000		1.83	%
Water Supply Wells		500,000		0.26	%
Water Treatment System		2,400,000		1.26	%
Water Discharge / Potable Water		140,000		0.07	%
Fire Protection		1,410,000		0.74	%
Pre-Production Period Costs		675,000		0.35	%
Non-Capitalized Expenses		475,000		0.25	%
Financing Costs (Interest)		4,829,000		2.53	%
Financing Costs (Fees)		1,500,000		0.78	%
Organization Costs		1,276,000		0.67	%
Plant Hardware/Software		100,000		0.05	%
Rolling Stock		250,000		0.13	%
Administrative Building		250,000		0.13	%
Administrative Equipment		50,000		0.03	%
Access Road / Surface Road		717,000		0.38	%
Permits		125,000		0.07	%
Working Capital		15,000,000		7.85	%
Construction Insurance — Builder’s Risk		360,000		0.19	%
Consulting — Engineering		120,000		0.06	%
Water Treatment Pond		250,000		0.13	%
Contingency		11,858,000		6.20	%
Total	$	191,163,000		100.00	%

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     Denison Expansion Project Costs. We received the following costs estimates from our design-builder, Fagen, Inc., for the Denison plant expansion. The estimated expansion costs are based on a 40 million gallon per year dry-mill ethanol plant utilizing natural gas for production.

Use of Proceeds	Amount		Percent of Total
Fagen Contract Price (with CCI & Escalators)	$	65,665,000		66.92	%
Ethanol Storage		3,000,000		3.06	%
Dirt Package		200,000		0.20	%
Soil Stabilization		400,000		0.41	%
Land Purchase		300,000		0.31	%
Natural Gas Service		3,100,000		3.16	%
Rail System		6,000,000		6.11	%
Water Supply Wells		250,000		0.25	%
Water Treatment System		1,000,000		1.02	%
Fire Loop		15,000		0.02	%
Consulting		100,000		0.10	%
Non-Capitalized Expenses		1,000,000		1.02	%
Financing Costs (Interest)		3,735,000		3.81	%
Financing Costs (Fees)		1,168,000		1.19	%
Maintenance Shop		500,000		0.51	%
Locomotive		250,000		0.25	%
Administrative Building Expansion		100,000		0.10	%
Administrative Equipment		25,000		0.03	%
Access Road / Paving		500,000		0.51	%
Permits		100,000		0.10	%
Working Capital		6,000,000		6.11	%
DDG Building		750,000		0.76	%
Truck DDG Loadout Building		500,000		0.51	%
Water Treatment Pond		250,000		0.25	%
Construction Insurance — Builder’s Risk		180,000		0.18	%
Improve Concrete Apron (Existing Plant)		150,000		0.15	%
Organization Costs		893,000		0.91	%
Contingency		2,000,000		2.04	%
Total	$	98,131,000		100.0	%

     Plant Construction. The construction of the plants is by far the single largest anticipated expense. Construction of the Atlantic plant will cost approximately $133,398,000, including $10,000,000 of equity issued in the acquisition of the construction timeslot, and the expansion of the Denison plant will cost approximately $65,665,000. We have based our total estimated cost for each plant on our negotiations with Fagen, Inc. for the construction of our proposed Atlantic plant as well as the expansion of our Denison plant. We have entered into a non-binding letter of intent with Fagen, Inc. for the construction of the Atlantic plant at an anticipated price of approximately $119,698,000. We have also entered into a non-binding letter of intent with Fagen, Inc. for the construction of the Denison plant expansion at an anticipated price of $52,160,000. We have not yet signed any binding definitive agreements for either of the plants.

     CCI Contingency. Under our letter of intent with Fagen, Inc. for the Atlantic plant, the contract price of $119,698,000 may be further increased if the construction cost index (CCI) published by Engineering News-Record Magazine reports a CCI greater than 7,699.59 in the month in which we issue to Fagen, Inc., a notice to proceed with the Atlantic plant construction. Similarly, under our letter of intent with Fagen, Inc. for the Denison plant expansion, the contract price of $52,160,000 may be further increased if the construction cost index (CCI) published by Engineering News-Record Magazine reports a CCI greater than 7,856.27 in the month in which we issue to Fagen, Inc., a notice to proceed with the Denison plant expansion. For the Atlantic plant, the amount of the contract price increase will be equal to the increase in the CCI based upon the June 2006 CCI of 7,699.59. For the Denison plant, the amount of the contract price increase will be equal to the increase in the CCI based upon the March 2007 CCI of 7856.27. For each project, if the CCI increases above the level stipulated in the respective letter of intent, the contract price will accordingly increase. In addition,

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due to increasing costs of certain specialty materials, the letter of intent with Fagen, Inc. for the expansion to the Denison plant contains a surcharge of 0.50 percent for each calendar month that has passed between March 2007 and the month in which a valid notice to proceed is given to Fagen, Inc. We have allowed for a CCI contingency in each of our project cost estimates to address the uncertainty over the CCI level. The respective CCI contingency included in the plant construction cost for the Atlantic and Denison plants is $3,700,000 and $1,800,000, respectively. In addition to the $1,800,000 CCI contingency for the Denison plant expansion, pursuant to our letter of intent with Fagen, Inc., we will also be responsible for 0.5 percent increase in the contract price for each month that has passed between March 2007 and the month in which a valid notice to proceed is given to Fagen, Inc. and up to a 15 percent contract price adjustment for unexpected costs related to the Denison plant expansion.

     Land Cost. The total land cost for the Atlantic plant is $1,200,000. This amount has already been spent. The total land cost for the Denison expansion is $300,000. This amount has not yet been spent.

     Site Development. In Atlantic, we estimate that the site development costs, including the dirt package and soil stabilization, will be approximately $4,692,000. In Denison, we estimate that site development costs, including the dirt package and soil stabilization, will be approximately $600,000.

     Construction Contingency. We allowed for approximately $11,858,000 for unanticipated expenditures in connection with the construction of our Atlantic plant and approximately $2,000,000 for unanticipated expenditures in connection with the expansion of our Denison plant. We plan to use excess funds for our general working capital.

     Construction Insurance Costs. For the Atlantic project, we have estimated builder’s risk insurance at $360,000. For the Denison project, we have estimated builder’s risk insurance at $180,000.

     Rail Infrastructure. Rail improvements, such as siding and switches may need to be installed at an estimated cost of $3,500,000 at the Atlantic site. This amount includes a budgeted rail contingency of approximately $900,000. Additionally, rail improvements and upgrades will be installed at an estimated cost of $6,000,000 at the Denison site.

     Fire Protection System, Water Supply and Water Treatment System. We anticipate spending $1,410,000 to equip the Atlantic plant with adequate fire protection and $3,290,000 to install a water treatment system, water supply wells, a water treatment pond, and install water discharge and potable water. We anticipate spending $15,000 to bring the fire protection system at the Denison plant up to the Denison expansion requirements. Also, we anticipate spending $1,500,000 to install the necessary water facilities for the Denison expansion.

     Capitalized Interest. Capitalized interest consists of the interest we anticipate incurring during the development and construction period of our project. For purposes of estimating capitalized interest and financing costs, we have assumed total senior debt financing for both plants of $177,400,000. We determined this amount of debt financing based upon an assumed equity amount of $101,894,000. If any of these assumptions change, we would need to revise the level of debt accordingly. Loan interest expense, net of interest income generated on equity balances, during construction will be capitalized and is estimated to be $3,735,000 for the Denison project and $4,829,000 for the Atlantic project. An interest rate of 8.0% or better has been assumed for the construction period.

     Financing Costs. Financing costs consist of all costs associated with procurement of approximately $177,400,000 of additional debt financing. We estimate that our financing costs for the Atlantic plant and the Denison plant and will be $1,500,000 and $1,168,000 respectively. These costs include bank origination and legal fees, loan processing fees, appraisal and title insurance charges, recording and deed registration tax. Our financing costs will vary depending on the amount we borrow.

     Organizational Costs. We have budgeted organization costs which include developmental, organizational, legal, accounting, consulting, and offering costs. The estimated organization costs for the Atlantic project are $1,276,000. The estimated organization costs for the Denison project are $893,000.

     Pre-Production Period Costs, Non-Capitalized Expenses. We project $675,000 of pre-production costs and $475,000 of non-capitalized expenses for the Atlantic project. The pre-production costs are comprised of start-up costs, training, production labor, and utilities. We project $1,000,000 of expenses for the Denison expansion project will be expensed during construction.

     Inventory. We project $15,000,000 of working capital inventory costs for the Atlantic plant between completion of construction and the generation of income. We project $6,000,000 of working capital inventory costs for the Denison plant expansion between the completion of construction and the generation of income. For both projects, the working capital inventory expenses will consist of initial inventories of corn and other ingredients, ethanol, dried distillers grain work in process inventories, spare parts for our process equipment, and chemicals and other ingredients.

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INDUSTRY OVERVIEW

     Ethanol is ethyl alcohol, a fuel component made primarily from corn and various other grains, and can be used as: (i) an octane enhancer in fuels; (ii) an oxygenated fuel additive for the purpose of reducing ozone and carbon monoxide vehicle emissions; and (iii) a non-petroleum-based gasoline substitute. Approximately 95% of all ethanol is used in its primary form for blending with unleaded gasoline and other fuel products. The implementation of the Federal Clean Air Act has made ethanol fuels an important domestic renewable fuel additive. Used as a fuel oxygenate, ethanol provides a means to control carbon monoxide emissions in large metropolitan areas. The principal purchasers of ethanol are generally the wholesale gasoline marketer or blender. Oxygenated gasoline is commonly referred to as reformulated gasoline.

     According to the RFA, over the past twenty years the United States fuel ethanol industry has grown from almost nothing to an estimated current annual production capacity of 5.9 billion gallons of ethanol production per year. Ethanol-blended fuels have increased so dramatically for several of the following reasons: an abundant supply of corn, a desire to limit U.S. dependence on fossil fuels and foreign oil, requirements of the 1990 Clean Air Act Amendments, anticipation of a greater role for ethanol in clean burning fuel programs and promising new market opportunities with bio-diesel and fuel cells. As of April 2007, plans to construct new ethanol plants or expand existing plants have been announced which would increase capacity by approximately 6.6 billion gallons per year. There are currently over 116 ethanol production plants in various stages of production or producing ethanol located in 26 states throughout the United States. Most of these plants are based in the Midwest because of the nearby access to the corn and grain feedstocks necessary to produce ethanol. The production of ethanol has sparked new capital investment and economic development in rural communities across America by providing a use for local commodities and creating good paying jobs in areas where employment growth and economic development are difficult.

General Ethanol Demand and Supply

     According to the Renewable Fuels Association the annual demand for fuel ethanol in the United States reached a new high in 2006 of nearly 5 billion gallons per year. In its report titled, “Ethanol Industry Outlook 2007,” (dated February 2007 and publicly available at www.ethanolrfa.org), the Renewable Fuels Association anticipates demand for ethanol to remain strong as a result of the national renewable fuels standard contained in the Energy Policy Act of 2005, rising gasoline and oil prices and increased state legislation banning the use of MTBE or requiring the use of renewable fuels. The Renewable Fuels Association also notes that interest in E85, a blend of 85% ethanol and 15% gasoline, has been invigorated due to continued efforts to stretch U.S. gasoline supplies. The Renewable Fuels Association also expects that the passage of the Volumetric Ethanol Excise Tax Credit (VEETC) will provide the flexibility necessary to expand ethanol blending into higher blends of ethanol such as E85, E diesel and fuel cell markets.

     The provision of the Energy Policy Act of 2005 likely to have the greatest impact on the ethanol industry is the creation of a 7.5 billion gallon renewable fuels standard (RFS). The RFS began at 4 billion gallons in 2006, increasing to 7.5 billion gallons by 2012. The RFS for 2007 is 4.7 billion gallons, and the RFS will increase to 5.4 billion gallons in 2008. The RFS is a national flexible program that does not require that any renewable fuels be used in any particular area or state, allowing refiners to use renewable fuel blends in those areas where it is most cost-effective. According to the Renewable Fuels Association, the RFS program is expected to initiate about $6 billion in new investment in ethanol plants across the country. An increase in the number of new plants will bring an increase in the supply of ethanol. Thus, while this bill may cause ethanol prices to increase in the short-term due to additional demand, future supply could outweigh the demand for ethanol in the future. This would have a negative impact on our earnings. Alternatively, since the RFS began at 4 billion gallons in 2006 and national production is expected to exceed this amount, there could be a short-term oversupply until the RFS requirements exceed national production. The 2007 RFS of 4.7 billion gallons is also below the nation’s production capacity. Such a short-term oversupply may have an immediate adverse effect on our earnings.

     The following chart illustrates the RFS program adopted by the Energy Policy Act of 2005.

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ETHANOL PRODUCTION

Source: American Coalition for Ethanol (ACE)

     On September 7, 2006, the EPA set forth proposed rules to fully implement the RFS program. Compliance with the RFS program will be shown through the acquisition of a unique Renewable Identification Number (RIN) assigned by the producer to every batch of renewable fuel produced. The RIN shows that a certain volume of renewable fuel was produced. Obligated parties must acquire sufficient RINs to demonstrate compliance with their performance obligation. In addition, RINs can be traded and a recordkeeping and electronic reporting system for all parties that have RINs ensures the integrity of the RIN pool.

     The RFS system will be enforced through a system of registration, record keeping and reporting requirements for obligated parties, renewable producers (RIN generators), as well as any party that procures or trades RINs either as part of their renewable purchases or separately. The program will apply in 2007 prospectively from the effective date of the final rule.

     While we believe that the nationally mandated usage of renewable fuels is currently driving demand, we believe that an increase in voluntary usage will be necessary for the industry to continue its growth trend. Our management expects that voluntary usage by blenders will occur only if the price of ethanol makes increased blending economical. In addition, we believe that heightened consumer awareness and consumer demand for ethanol-blended gasoline may play an important role in growing overall ethanol demand and voluntary usage by blenders. If blenders do not voluntarily increase the amount of ethanol blended into gasoline and consumer awareness does not increase, it is possible that additional ethanol supply will outpace demand and depress ethanol prices. Please refer to the section of the prospectus entitled, “Risks Related to the Ethanol Industry” for a discussion of important factors that could negatively impact demand trends.

Ethanol Supplies

     According to the RFA, the supply of domestically produced ethanol is at an all-time high. In 2006, 110 ethanol plants located in 19 states annually produced a record 4.9 billion gallons according to the RFA’s Ethanol Industry Outlook 2007; an approximately 25% increase from 2005 and nearly three times the ethanol produced in 2000. As of April 2007, there were 116 ethanol production plants operating in 26 states with a combined annual production capacity of more than 5.9 billion gallons, with an additional 81 new plants and 8 expansions under construction expected to add an additional estimated 6.6 billion gallons of annual production capacity.

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     The following table depicts total ethanol production of active and prospective ethanol plants.

Ethanol Production Capacity Ranked by State
(Largest to Smallest Production Capacity as of April 2007)

		Ethanol Production Capacity
Rank	State	(Million Gallons Per Year)
1	Iowa		3223.50
2	Nebraska		1618.50
3	Illinois		1172.0
4	Minnesota		952.1
5	South Dakota		910.0
6	Indiana		653.0
7	Kansas		540.5
8	Wisconsin		502.0
9	Ohio		387.0
10	Texas		370.0
11	North Dakota		310.5
12	Michigan		262.0
13	Tennessee		205.0
14	New York		164.0
15	Missouri		155.0
16	Oregon		143.0
17	Colorado		125.0
18	Georgia		100.4
19	California		68.0
20	Arizona		55.0
21	Washington		55.0
22	Idaho		50.0
23	Kentucky		35.4
24	New Mexico		30.0
25	Wyoming		5.0
26	Louisiana		1.5
	United States Total		12,088.3

Sources: Renewable Fuels Association

     Ethanol supply is also affected by ethanol produced or processed in certain countries in Central America and the Caribbean region. Ethanol produced in these countries is eligible for tariff reduction or elimination upon importation to the United States under a program known as the Caribbean Basin Initiative (CBI). Large ethanol producers, such as Cargill, have expressed interest in building dehydration plants in participating Caribbean Basin countries, such as El Salvador, which would convert ethanol into fuel-grade ethanol for shipment to the United States. Ethanol imported from Caribbean Basin countries may be a less expensive alternative to domestically produced ethanol. According to the RFA, the U.S. International Trade Commission (USITC) announced the 2007 CBI import quota, which will allow approximately 350 million gallons of duty-free ethanol to enter the U.S., up from 268.1 million gallons in 2006. The USITC has yet to announce the 2008 CBI import quota. In the past, legislation has been introduced in the Senate that

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would limit the transshipment of ethanol through the CBI. It is possible that similar legislation will be introduced this year, however, there is no assurance or guarantee that such legislation will be introduced or that it will be successfully passed.

Federal Ethanol Supports

     The ethanol industry is heavily dependent on several economic incentives to produce ethanol, including federal ethanol supports. The most recent ethanol supports are contained in the Energy Policy Act of 2005. Most notably, the Act creates a 7.5 billion gallon renewable fuels standard (RFS). The RFS requires refiners to use 4.7 billion gallons of renewable fuels in 2007, increasing to 7.5 billion gallons by 2012. See “INDUSTRY OVERVIEW- General Ethanol Demand and Supply.”

     On December 30, 2005, the EPA published an interim rule in the Federal Register imposing a 2.78% default provision (equating to 4 billion gallons of renewable fuel) of the RFS. The interim rule was prepared as a Direct Final Rule, meaning it became effective upon publication due to the absence of compelling negative comments filed within 30 days. The Direct Final Rule applies a collective compliance approach, meaning no refiner individually had to meet the standard, but that the industry as a whole had to blend at least 2.78% renewable fuels into gasoline in 2006. Any shortfall in meeting this requirement was to be added to the 4.7 billion gallon RFS requirement in 2007, but there was no shortfall in 2006. There were no other consequences for failure to collectively meet the 2006 standard. Although there was not a requirement for individual parties to demonstrate compliance in 2006, the EPA found that increases in ethanol production and projections for demand indicated that the 2006 volume was likely to be met and that more than 4 billion gallons of ethanol and biodiesel would be blended in 2006. Because over 4 billion gallons of renewable fuel was produced in 2006, the interim rule’s requirements were met and the 2007 RFS requirement remains at 4.7 billion gallons.

     On September 7, 2006, the EPA published proposed final rules implementing the RFS program. The RFS program will apply in 2007 prospectively from the effective date of the final rule. The RFS for 2007 is 3.71% or 4.7 billion gallons of renewable fuel. The RFS must be met by refiners, blenders and importers (“obligated parties”). Compliance with the RFS program will be shown through the acquisition of a unique Renewable Identification Number (RIN) assigned by the producer to every batch of renewable fuel produced. The RIN shows that a certain volume of renewable fuel was produced. Obligated parties must acquire sufficient RINs to demonstrate compliance with their performance obligation. In addition, RINs can be traded and a record keeping and electronic reporting system for all parties that have RINs ensures the integrity of the RIN pool.

     RINs are valid for compliance purposes for the calendar year in which they were generated, or the following calendar year. No more than 20% of the current year obligation could be satisfied using RINs from the previous year. An obligated party may carry a deficit over from one year into the next if it cannot generate or purchase sufficient RINs to meet its renewable volume obligation.

     The RFS system will be enforced through a system of registration, record keeping and reporting requirements for obligated parties, renewable producers (RIN generators), as well as any party that procures or trades RINs either as part of their renewable purchases or separately. Any person who violates any prohibition or requirement of the RFS program may be subject to civil penalties for each day of each violation. For example, under the proposed rule, a failure to acquire sufficient RINs to meet an obligated party’s renewable fuels obligation would constitute a separate day of violation for each day the violation occurred during the annual averaging period. The enforcement provisions are necessary to ensure the RFS program goals are not compromised by illegal conduct in the creation and transfer of RINs.

     Historically, ethanol sales have also been favorably affected by the Clean Air Act amendments of 1990, particularly the Federal Oxygen Program which became effective November 1, 1992. The Federal Oxygen Program requires the sale of oxygenated motor fuels during the winter months in certain major metropolitan areas to reduce carbon monoxide pollution. Ethanol use has increased due to a second Clean Air Act program, the Reformulated Gasoline Program. This program became effective January 1, 1995, and requires the sale of reformulated gasoline in nine major urban areas to reduce pollutants, including those that contribute to ground level ozone, better known as smog.

     The two major oxygenates added to reformulated gasoline pursuant to these programs are Methyl Tertiary Butyl Ether (“MTBE”) and ethanol, however MTBE has caused groundwater contamination and has been banned from use by many states. The Energy Policy Act of 2005 did not impose a national ban of MTBE but it also did not include liability protection for manufacturers of MTBE. We expect the failure to include liability protection for manufacturers of MTBE to result in refiners and blenders using ethanol as an oxygenate rather than MTBE to satisfy the reformulated gasoline oxygenate requirement. While this may create increased demand in the short-term, we do not expect this to have a long term impact on the demand for ethanol as the Act repeals the Clean Air Act’s 2% oxygenate requirement for reformulated gasoline immediately in California and 270 days after enactment elsewhere. However, the Act did not repeal the 2.7% oxygenate requirement for carbon monoxide nonattainment areas which are required to use oxygenated fuels

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in the winter months. While we expect ethanol to be the oxygenate of choice in these areas, there is no assurance that ethanol will in fact be used.

     The recent voluntary shift away from MTBE to ethanol has put increased focus on America’s ethanol and gasoline supplies. By removing the oxygenate requirements mandated by the Clean Air Act, the Energy Policy Act of 2005 effectively eliminated RFG requirements; however, federal air quality laws in some areas of the country still require the use of RFG. As petroleum blenders now phase away from MTBE due to environmental liability concerns, the demand for ethanol as an oxygenate could increase. However, on April 25, 2006, President Bush announced that he asked EPA Administrator Stephen Johnson to grant temporary reformulated gas waivers to areas that need them to relieve critical fuel supply shortages. Such waivers may result in temporary decreases in demand for ethanol in some regions, driving down the price of ethanol. Furthermore, legislation was introduced in 2006 to strike the $0.54 secondary tariff on imported ethanol due to concerns that spikes in retail gasoline prices are a result of ethanol supplies. These concerns may have been misguided when one considers that the Energy Information Administration (EIA) estimates that 130,000 barrels per day of ethanol will be needed to replace the volume of MTBE refiners have chosen to remove from the gasoline pool, and the most recent EIA report, announced by the RFA in February 2007, shows that U.S. ethanol production has soared to 343,000 barrels per day in November 2006, which would be enough ethanol to meet the new MTBE replacement demand while continuing to supply existing markets. Congress did not pass the legislation; rather, it voted to extend the tariff until 2009. Nevertheless, if similar legislation is introduced again and is passed, the price of ethanol may decrease, negatively affecting our future earnings.

     The government’s regulation of the environment changes constantly. It is possible that more stringent federal or state environmental rules or regulations could be adopted, which could increase our operating costs and expenses. It also is possible that federal or state environmental rules or regulations could be adopted that could have an adverse effect on the use of ethanol. For example, changes in the environmental regulations regarding ethanol’s use due to currently unknown effects on the environment could have an adverse effect on the ethanol industry. Furthermore, plant operations likely will be governed by the Occupational Safety and Health Administration (“OSHA”). OSHA regulations may change such that the costs of the operation of the plant may increase. Any of these regulatory factors may result in higher costs or other materially adverse conditions effecting our operations, cash flows and financial performance.

     The use of ethanol as an alternative fuel source has been aided by federal tax policy. On October 22, 2004, President Bush signed H.R. 4520, which contained the Volumetric Ethanol Excise Tax Credit (“VEETC”) and amended the federal excise tax structure effective as of January 1, 2005. Prior to VEETC, ethanol-blended fuel was taxed at a lower rate than regular gasoline (13.2 cents on a 10% blend). Under VEETC, the ethanol excise tax exemption has been eliminated, thereby allowing the full federal excise tax of 18.4 cents per gallon of gasoline to be collected on all gasoline and allocated to the highway trust fund. We expect the changes to the tax credit to add approximately $1.4 billion to the highway trust fund revenue annually. In place of the exemption, the bill creates a new volumetric ethanol excise tax credit of 5.1 cents per gallon of ethanol blended at 10%. Refiners and gasoline blenders apply for this credit on the same tax form as before only it is a credit from general revenue, not the highway trust fund. Based on volume, the VEETC is expected to allow much greater refinery flexibility in blending ethanol since it makes the tax credit available on all ethanol blended with all gasoline, diesel and ethyl tertiary butyl ether (“ETBE”), including ethanol in E-85 and the E-20 in Minnesota. The VEETC is scheduled to expire on December 31, 2010. Legislation has been introduced in Congress that may remove the sunset provisions of the VEETC, thereby making it a permanent tax credit. We cannot assure you that this legislation will be adopted.

     The Energy Policy Act of 2005 expanded who qualifies for the small ethanol producer tax credit. Historically, small ethanol producers were allowed a 10 cents per gallon production income tax credit on up to 15 million gallons of production annually. The size of the plant eligible for the tax credit was limited to 30 million gallons. Under the Energy Policy Act of 2005 the size limitation on the production capacity for small ethanol producers increases from 30 million to 60 million gallons. The credit can be taken on the first 15 million gallons of production. The tax credit is capped at $1.5 million per year per producer. We anticipate that our annual production will exceed production limits of 60 million gallons a year and that we will be ineligible for the credit.

     In addition, the Energy Policy Act of 2005 created a new tax credit that permits taxpayers to claim a 30% credit (up to $30,000) for the cost of installing clean-fuel vehicle refueling equipment, such as an E85 fuel pump, to be used in a trade or business of the taxpayer or installed at the principal residence of the taxpayer. Under the provision, clean fuels are any fuel of at least 85% of the volume of which consists of ethanol, natural gas, compressed natural gas, liquefied natural gas, liquefied petroleum gas, and hydrogen and any mixture of diesel fuel and biodiesel containing at least 20% biodiesel. The provision is effective for equipment placed in service after December 31, 2005 and before December 31, 2010. While it is unclear how this credit will affect the demand for ethanol in the short term, we expect it will help raise consumer awareness of alternative sources of fuel and could positively impact future demand for ethanol.

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     In January 2007, President Bush’s State of the Union Address focused on the Nation’s energy policy. In his address, President Bush called for the reduction of 20 percent of the Nation’s gasoline usage in the next ten years—“Twenty in Ten.” To accomplish this goal, he called for increasing the Nation’s supply of renewable and alternative fuels by setting a mandatory fuels standard to require 35 billion gallons of renewable and alternative fuel use by 2017. In 2017, this will displace 15 percent of projected annual gasoline use. To bring about the other five percent reduction in gasoline usage, the President proposed a plan to reform fuel efficiency standards for cars and further extend those for light trucks and sport utility vehicles. In 2017, this will reduce projected annual gasoline use by up to 8.5 billion gallons, or five percent. The President’s ambitious goals are not likely to be reached with current technology and exclusively corn-derived ethanol; although we expect that it will stimulate new investment in cellulosic ethanol technologies.

     The State of the Union Address also proposed an expansion and reform of the Renewable Fuels Standard (RFS). To comply with the current standard, fuel blenders must use 7.5 billion gallons of renewable fuels in 2012. Under the President’s proposal, the fuel standard will be set at 35 billion gallons of renewable and alternative fuels in 2017. Besides displacing 15 percent of projected annual gasoline use in 2017, the President’s proposal will also increase the scope of the current Renewable Fuel Standard (RFS), expanding it to an Alternative Fuel Standard (AFS). The AFS will include sources such as corn ethanol, cellulosic ethanol, biodiesel, methanol, butanol, hydrogen and alternative fuels. Under the President’s plan, the EPA Administrator and the Secretaries of Agriculture and Energy will have authority to waive or modify the standard if they deem it necessary, and the new fuel standard will include an automatic “safety valve” to protect against unforeseen increases in the prices of alternative fuels or their feedstocks.

     The ethanol industry and our business depend upon continuation of the federal ethanol supports discussed above. These incentives have supported a market for ethanol that might disappear without the incentives. Alternatively, the incentives may be continued at lower levels. The elimination or reduction of federal ethanol supports would make it more costly for us to sell our ethanol and would likely reduce our net income and the value of your investment.

State Ethanol Supports

     On May 30, 2006, Iowa Governor Tom Vilsack signed HF 2754 and its companion appropriation bill HF 2759 into law. The bill includes several new incentives. First, it establishes a state Renewable Fuels Standard (RFS) starting at 10% in 2009 and increasing to 25% by 2019. In addition, the current 2.5 cents income tax credit that retailers can claim on gallons of ethanol blends sold in excess of 60% of their total volume will remain in effect until December 31, 2008. To assist retailers in achieving the RFS schedule, beginning in 2009, the current incentive will be replaced by an Ethanol Promotion Tax Credit. This will be available for each gallon of ethanol sold and will be determined based on the retailer’s achievement of the RFS schedule as follows:

• Retailers meeting the RFS for a given year will be entitled to a 6.5 cents tax credit for every gallon of ethanol sold.

• Retailers within 2% of the RFS schedule will be entitled to a 4.5 cents tax credit for every gallon of ethanol sold.

• Retailers within 4% percent of the RFS schedule will be entitled to a 2.5 cents tax credit for every gallon of ethanol sold.

• Retailers more than 4% percent below the RFS schedule will not be entitled to a tax credit.

     An E85 Promotion Tax Credit of 25 cents per gallon was created for 2006 through 2008. Beginning in 2009-2010, the E85 Promotion Tax Credit will be 20 cents per gallon, and beginning in calendar year 2011, the tax credit will be 10 cents per gallon and decreases by one cent each year through 2020. Additionally, an expanded infrastructure program was created to help retailers and wholesalers offset the cost of bringing E85 and biodiesel blends to customers. Over $13,000,000 over three years was appropriated to this grant program. Finally, cost-share grant programs will be available to retailers to upgrade or install new E85 equipment. Under this program, retailers could receive 50% of the total cost of the project up to a maximum of $30,000.

     However, this new RFS does provide that the Governor may reduce or suspend the RFS schedule if: (1) substantial economic harm would result from the schedule, (2) a shortage of feedstock supply occurs for renewable fuel production, or (3) Flexible Fuel Vehicle (FFV) fleet registration does not reach target levels.

     While we expect the Iowa RFS to positively impact the ethanol market in Iowa, the schedule may result in many more ethanol plants being constructed in Iowa. In particular, plants could be constructed near our proposed plant sites, which could cause us to

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compete for corn feedstock supply. The competition for corn feedstock could drive up our costs of corn, drive the price of ethanol down and negatively impact your investment.

Trends and Uncertainties Impacting the Ethanol Industry and Our Future Revenues

     If we are successful in building and constructing of the ethanol plants, we expect our future revenues will primarily consist of sales of ethanol and distillers grains. We expect ethanol sales to constitute the bulk of our revenues. Recently, the demand for ethanol increased relative to supply causing upward pressure on ethanol market prices. Increased demand, firm crude oil and gas markets, public acceptance, and positive political signals have all contributed to a strengthening of ethanol prices. In order to sustain these higher price levels however, management believes the industry will need to continue to grow demand to offset the increased supply brought to the market place by additional production. .

     We also expect to benefit indirectly from federal ethanol supports. Changes to these supports or incentives could significantly impact demand for ethanol. On August 8, 2005, President George W. Bush signed into law the Energy Policy Act of 2005. The Energy Policy Act contains numerous provisions that are expected to favorably impact the ethanol industry by enhancing both the production and use of ethanol. Most notably, the Act created a 7.5 billion gallon renewable fuels standard (the RFS). The RFS is a national renewable fuels mandate as to the total amount of national renewable fuels usage but allows flexibility to refiners by allowing them to use renewable fuel blends in those areas where it is most cost-effective rather than requiring renewable fuels to be used in any particular area or state. The RFS began at 4 billion gallons in 2006, and is expected to increase to 7.5 billion gallons by 2012. According to the Renewable Fuels Association, the Energy Policy Act is expected to lead to about $6 billion in new investment in ethanol plants across the country.

     Ethanol production continues to rapidly grow as additional plants and plant expansions become operational. As of April 2007, 116 ethanol plants were producing ethanol with a combined annual production capacity of over 5.9 billion gallons per year, and current expansions and plants under construction constituted an additional future production capacity of 6.6 billion gallons per year. Since the current national ethanol production capacity exceeds the 2006 RFS requirement, we believe that other market factors, such as the growing trend for reduced usage of MTBE by the oil industry, state renewable fuels standards and increases in voluntary blending by terminals, are primarily responsible for current ethanol prices. Accordingly, it is possible that the RFS requirements may not significantly impact ethanol prices in the short-term. However, the increased requirement of 7.5 billion by 2012 is expected to support ethanol prices in the long term. A greater supply of ethanol on the market from these additional plants and plant expansions could reduce the price we are able to charge for our ethanol. This may decrease our revenues when we begin sales of product.

     Demand for ethanol may increase as a result of increased consumption of E85 fuel. E85 fuel is a blend of 70% to 85% ethanol and gasoline. According to the Energy Information Administration, E85 consumption is projected to increase from a national total of 11 million gallons in 2003 to 47 million gallons in 2025. E85 is used as an aviation fuel and as a hydrogen source for some fuel cells. In the U.S., there are currently about 6 million flexible fuel vehicles capable of operating on E85 and 1,100 retail stations supplying it. Ford and General Motors have recently begun national campaigns to promote ethanol and flexible fuel vehicles. Automakers have indicated plans to produce an estimated 1 million more flexible fuel vehicles per year. The demand for E85 is largely driven by flexible fuel vehicle penetration of the US vehicle fleet, the retail price of E85 compared to regular gasoline and the availability of E85 at retail stations. Because flexible fuel vehicles can operate on both ethanol and gasoline, if the price of regular gasoline falls below E85, demand for E85 will decrease as well. In addition, gasoline stations offering E85 are relatively scarce. However, most of these stations are in the upper Midwest, which will be our target market area. The Energy Policy Act of 2005 established a tax credit of 30% for infrastructure and equipment to dispense E85, which became effective in 2006 and is scheduled to expire December 31, 2010. This tax credit is expected to encourage more retailers to offer E85 as an alternative to regular gasoline. According to the National Ethanol Vehicle Coalition, there are approximately 60 gasoline retailers offering E85 throughout Iowa.

     On October 5, 2006, Underwriters Laboratories (UL) suspended authorization for manufacturers to use UL Markings on components for fuel-dispensing devices that specifically reference compatibility with alcohol-blended fuels that contain greater than 15% ethanol. Published studies on ethanol indicate that, in higher concentrations, it may have significantly enhanced corrosive effects versus traditional gasoline. While there have been no documented reports of corrosion for UL listed or recognized components used with E85, Underwriters Laboratories is suspending authorization to use the UL mark on components used in dispensing devices that will dispense any alcohol-blended fuels containing over 15% alcohol until updated certification requirements are established and the effected components have been found to comply with them. The lack of a UL seal for filling station pumps carrying E85 means that some of these stations may be violating fire codes, and that new stations intending to install E85 systems may need waivers from local or state fire marshals. It is the decision of each authority having jurisdiction as to whether existing E85 dispensing equipment is allowed to remain in service or is taken out of service until additional supporting information is received. Underwriters Laboratories

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has not set a deadline for creating standards that could lead to certification, which could result in the closure of some existing E85 fueling stations and delay in opening others.

     Demand for ethanol has been supported by higher oil prices and its refined components. While the mandated usage required by the renewable fuels standard is driving demand, our management believes that the industry will require an increase in voluntary usage in order to experience long-term growth. We expect this will happen only if the price of ethanol is deemed economical by blenders. Our management also believes that increased consumer awareness of ethanol-blended gasoline will be necessary to motivate blenders to voluntarily increase the amount of ethanol blended into gasoline. In the future, a lack of voluntary usage by blenders in combination with additional supply may damage our ability to generate revenues and maintain positive cash flows.

     Although the Energy Policy Act of 2005 did not impose a national ban of methyl tertiary butyl ether (MTBE), the primary competitor of ethanol as a fuel oxygenate, the Act’s failure to include liability protection for manufacturers of MTBE could result in refiners and blenders using ethanol as an oxygenate rather than MTBE to satisfy the Clean Air Act’s reformulated gasoline oxygenate requirement. While this may create some additional demand in the short term, the Act repeals the Clean Air Act’s 2% oxygenate requirement for reformulated gasoline immediately in California and 270 days after enactment elsewhere. However, the Clean Air Act also contains an oxygenated fuel requirement for areas classified as carbon monoxide non-attainment areas. These areas are required to establish an oxygenated fuels program for a period of no less than three months each winter. The minimum oxygen requirement for gasoline sold in these areas is 2.7% by weight. This is the equivalent of 7.7% ethanol by volume in a gasoline blend. This requirement was unaffected by the Act and a number of states, including California, participate in this program.

     Consumer resistance to the use of ethanol may affect the demand for ethanol, which could affect our ability to market our product and reduce the value of your investment. According to media reports in the popular press, some consumers believe that use of ethanol will have a negative impact on gasoline prices at the pump. Many also believe that ethanol adds to air pollution and harms car and truck engines. Still other consumers believe that the process of producing ethanol actually uses more fossil energy, such as oil and natural gas, than the amount of ethanol that is produced. These consumer beliefs could potentially be wide-spread. If consumers choose not to buy ethanol, it would affect the demand for the ethanol we produce which could negatively affect our ability sell our product and negatively affect our profitability.

Trends and Uncertainties Impacting the Corn and Natural Gas Markets and Our Future Cost of Goods Sold

     We expect our future cost of goods sold will consist primarily of costs relating to the corn and natural gas supplies necessary to produce ethanol and distillers grains for sale.

     According to the United States Department of Agriculture, the 2006 corn crop was the third largest on record at 10.5 billion bushels. Of those 10.5 billion bushels in 2006, 2.15 billion went to the production of ethanol. In recent years, ethanol plants were able to purchase corn cheaply, which widened profit margins for many ethanol plants. According to the U.S. Department of Agriculture, ethanol production adds $0.25 to $0.50 to the value of a bushel of corn. Consequently, we do not expect corn prices to remain low. Nationwide corn acreage is expected to increase in 2007 and we expect corn prices to be at higher than average levels. Despite the large 2006 corn crop, corn prices have increased sharply since late 2006 and we expect corn prices to remain at historical high price levels well into 2007. Although we do not expect to begin operations until winter 2008, we expect continued volatility in the price of corn, which will significantly impact our cost of goods sold. The number of operating and planned ethanol plants in our immediate surrounding area and nationwide will also significantly increase the demand for corn. This increase will likely drive the price of corn upwards in our market, which will impact our ability to operate profitably.

     Natural gas is also an important input commodity to our manufacturing process. We estimate that our natural gas usage will be approximately 10% to 15% of our annual total production cost. We use natural gas to dry our distillers grain products to moisture contents at which they can be stored for long periods of time, and can be transported greater distances. Dried distillers grains have a much broader market base, including the western cattle feedlots, and the dairies of California and Florida. Recently, the price of natural gas has risen along with other energy sources. Natural gas prices are considerably higher than the 10-year average. In late August 2005, Hurricane Katrina caused dramatic damage to areas of Louisiana, which is the location of one of the largest natural gas hubs in the United States. As the damage from the hurricane became apparent, natural gas prices substantially increased. Hurricane Rita also impacted the Gulf Coast and caused shutdowns at several Texas refineries, which further increased natural gas prices. We expect continued volatility in the natural gas market. Any ongoing increases in the price of natural gas will increase our cost of production and may negatively impact our future profit margins.

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Competition

     We will be in direct competition with numerous other ethanol producers in the United States, many of whom have greater resources than we do. We also expect that additional ethanol producers will enter the market if the demand for ethanol continues to increase. Our plant will compete with other ethanol producers on the basis of price, and to a lesser extent, delivery service. We expect to pay a higher corn price than our competitors to ensure that we can obtain the necessary amount of corn to operate our plants during times of high demand. However, we believe that we can compete favorably with other ethanol producers due to the following factors:

• the proximity of our plants to ample corn supply from local elevators;

• rail access facilitating use of unit trains with large volume carrying capacity;

• access to a skilled workforce;

• the modern plant design will help us to operate more efficiently than older plants; and

• the use of a state-of-the-art process control system to provide product consistency.

     The ethanol industry has grown to 116 production plants in the United States, with 89 production plants currently undergoing construction or expansion. The country’s largest ethanol producers include Abengoa Bioenergy Corp., Archer Daniels Midland, Aventine Renewable Energy, Inc., US Bioenergy Corp, and VeraSun Energy Corporation, all of which are each capable of producing more ethanol than we expect to produce.

     According to the RFA, as of April 2007 Iowa has approximately 43 ethanol plants in various stages of development or currently operating. Ethanol producers outside of the corn-belt will incur significant costs to transport corn to their plant. Because we will be located in the corn-belt, we do not expect to incur transportation costs as high as other ethanol plants in other regions of the United States.

     In addition to competition from other plants within the United States, competition from ethanol imported from Brazil and/or the Caribbean Basin may be a less expensive alternative to our ethanol, which would cause us to lose market share. Ethanol imported from the Caribbean Basin is eligible for tariff reduction or elimination under the Caribbean Basin Initiative. In contrast, ethanol imported from Brazil is subject to tariffs that protect U.S. ethanol producers; however, the tariffs may be reduced or eliminated in the future. Nonetheless, our current primary competition is from other ethanol producers in the United States, even though we may have increased competition from foreign ethanol in the future.

     The following table from the Renewable Fuels Association identifies most of the ethanol producers in the United States along with their production capacities as of April 2007.

U.S. FUEL ETHANOL INDUSTRY BIOREFINERIES AND PRODUCTION CAPACITY

million gallons per year (mmgy)

					Under
					Construction/
			Current Capacity		expansions
COMPANY	LOCATION	FEEDSTOCK	(mmgy)		(mmgy)
Abengoa Bioenergy Corp.	York, NE	Corn/milo		55
	Colwich, KS			25
	Portales, NM			30
	Ravenna, NE					88
Aberdeen Energy*	Mina, SD	Corn				100
Absolute Energy, LLC*	St. Ansgar, IA	Corn				100
ACE Ethanol, LLC	Stanley, WI	Corn		41
Adkins Energy, LLC*	Lena, IL	Corn		40
Advanced Bioenergy	Fairmont, NE	Corn				100

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					Under
					Construction/
			Current Capacity		expansions
COMPANY	LOCATION	FEEDSTOCK	(mmgy)		(mmgy)
AGP*	Hastings, NE	Corn		52
Agri-Energy, LLC*	Luverne, MN	Corn		21
Alchem Ltd. LLLP	Grafton, ND	Corn		10.5
Al-Corn Clean Fuel*	Claremont, MN	Corn		35		15
Amaizing Energy, L.L.C.*	Denison, IA	Corn		40
Archer Daniels Midland	Decatur, IL	Corn		1,070		275
	Cedar Rapids, IA	Corn
	Clinton, IA	Corn
	Columbus, NE	Corn
	Marshall, MN	Corn
	Peoria, IL	Corn
	Wallhalla, ND	Corn/barley
Arkalon Energy, LLC	Liberal, KS	Corn				110
ASAlliances Biofuels, LLC	Albion, NE	Corn				100
	Linden, IN	Corn				100
	Bloomingburg, OH	Corn				100
Aventine Renewable Energy, Inc.	Pekin, IL	Corn		207
	Aurora, NE	Corn
Badger State Ethanol, LLC*	Monroe, WI	Corn		48
Big River Resources, LLC *	West Burlington, IA	Corn		52		50^
Big River Resources Grinnell, LLC (joint venture with US Bio)^	Grinnell, IA	Corn
BioFuel Energy – Pioneer Trail Energy, LLC	Wood River, NE	Corn				115
BioFuel Energy – Buffalo Lake Energy, LLC	Fairmont, MN	Corn				115
Blue Flint Ethanol	Underwood, ND	Corn		50
Bonanza Energy, LLC	Garden City, KS	Corn/milo				55
Bushmills Ethanol, Inc.*	Atwater, MN	Corn		40
Cardinal Ethanol	Harrisville, IN	Corn				100
Cargill, Inc.	Blair, NE	Corn		85
	Eddyville, IA	Corn		35
Cascade Grain	Clatskanie, OR	Corn				108
CassCo Amaizing Energy, L.L.C.	Atlantic, IA	Corn				110
Castle Rock Renewable Fuels, LLC	Necedah, WI	Corn				50
Celunol	Jennings, LA	Sugar cane bagasse				1.5
Center Ethanol Company	Sauget, IL	Corn				54
Central Indiana Ethanol, LLC	Marion, IN	Corn				40
Central Illinois Energy, LLC	Canton, IL	Corn				37
Central MN Ethanol Coop*	Little Falls, MN	Corn		21.5
Central Wisconsin Alcohol	Plover, WI	Seed corn		4
Chief Ethanol	Hastings, NE	Corn		62
Chippewa Valley Ethanol Co.*	Benson, MN	Corn		45
Commonwealth Agri-Energy, LLC*	Hopkinsville, KY	Corn		33
Corn, LP*	Goldfield, IA	Corn		50
Cornhusker Energy Lexington, LLC	Lexington, NE	Corn		40
Corn Plus, LLP*	Winnebago, MN	Corn		44
Coshoctan Ethanol, OH	Coshoctan, OH	Corn				60
Dakota Ethanol, LLC*	Wentworth, SD	Corn		50
DENCO, LLC*	Morris, MN	Corn		21.5
Dexter Ethanol, LLC	Dexter, IA	Corn				100
E Energy Adams, LLC	Adams, NE	Corn				50
E3 Biofuels	Mead, NE	Corn				24

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					Under
					Construction/
			Current Capacity		expansions
COMPANY	LOCATION	FEEDSTOCK	(mmgy)		(mmgy)
E Caruso (Goodland Energy Center)	Goodland, KS	Corn				20
East Kansas Agri-Energy, LLC*	Garnett, KS	Corn		35
Elkhorn Valley Ethanol, LLC	Norfolk, NE	Corn				40
ESE Alcohol Inc.	Leoti, KS	Seed corn		1.5
Ethanol Grain Processors, LLC	Obion, TN	Corn				100
First United Ethanol, LLC	Mitchell Co., GA	Corn				100
Front Range Energy, LLC	Windsor, CO	Corn		40
Gateway Ethanol	Pratt, KS	Corn				55
Glacial Lakes Energy, LLC*	Watertown, SD	Corn		50		50
Global Ethanol/Midwest Grain Processors	Lakota, IA	Corn		95
	Riga, MI	Corn				57
Golden Cheese Company of California*	Corona, CA	Cheese whey		5
Golden Grain Energy L.L.C.*	Mason City, IA	Corn		60		50
Golden Triangle Energy, LLC*	Craig, MO	Corn		20
Grand River Distribution	Cambria, WI	Corn				40
Grain Processing Corp.	Muscatine, IA	Corn		20
Granite Falls Energy, LLC	Granite Falls, MN	Corn		52
Greater Ohio Ethanol, LLC	Lima, OH	Corn				54
Green Plains Renewable Energy	Shenandoah, IA	Corn				50
	Superior, IA	Corn				50
Hawkeye Renewables, LLC	Iowa Falls, IA	Corn		105
	Fairbank, IA	Corn		115
	Menlo, IA	Corn				100
Heartland Corn Products*	Winthrop, MN	Corn		100
Heartland Grain Fuels, LP*	Aberdeen, SD	Corn		9
	Huron, SD	Corn		12		18
Heron Lake BioEnergy, LLC	Heron Lake, MN	Corn				50
Holt County Ethanol	O’Neill, NE	Corn				100
Husker Ag, LLC*	Plainview, NE	Corn		26.5
Illinois River Energy, LLC	Rochelle, IL	Corn		50
Indiana Bio-Energy	Bluffton, IN	Corn				101
Iroquois Bio-Energy Company, LLC	Rensselaer, IN	Corn		40
KAAPA Ethanol, LLC*	Minden, NE	Corn		40
Kansas Ethanol, LLC	Lyons, KS	Corn				55
Land O’ Lakes*	Melrose, MN	Cheese whey		2.6
Levelland/Hockley County Ethanol, LLC	Levelland, TX	Corn				40
Lincolnland Agri-Energy, LLC*	Palestine, IL	Corn		48
Lincolnway Energy, LLC*	Nevada, IA	Corn		50
Liquid Resources of Ohio	Medina, OH	Waste beverage		3
Little Sioux Corn Processors, LP*	Marcus, IA	Corn		52
Marquis Energy, LLC	Hennepin, IL	Corn				100
Marysville Ethanol, LLC	Marysville, MI	Corn				50
Merrick & Company	Golden, CO	Waste beer		3
MGP Ingredients, Inc.	Pekin, IL	Corn/wheat starch		78
	Atchison, KS
Mid America Agri Products/Wheatland	Madrid, NE	Corn				44
Mid-Missouri Energy, Inc.*	Malta Bend, MO	Corn		45
Midwest Renewable Energy, LLC	Sutherland, NE	Corn		25
Millennium Ethanol	Marion, SD	Corn				100
Minnesota Energy*	Buffalo Lake, MN	Corn		18
Missouri Valley Renewable Energy, LLC	Meckling, SD	Corn				60
NEDAK Ethanol	Atkinson, NE	Corn				44
New Energy Corp.	South Bend, IN	Corn		102

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					Under
					Construction/
			Current Capacity		expansions
COMPANY	LOCATION	FEEDSTOCK	(mmgy)		(mmgy)
North Country Ethanol, LLC*	Rosholt, SD	Corn		20
Northeast Biofuels	Volney, NY	Corn				114
Northwest Renewable, LLC	Longview, WA	Corn				55
Otter Tail Ag Enterprises	Fergus Falls, MN	Corn				57.5
Pacific Ethanol	Madera, CA	Corn		35
	Boardman, OR	Corn				35
	Burley, ID	Corn				50
Panda Energy	Hereford, TX	Corn/milo				100
Panhandle Energies of Dumas, LP	Dumas, TX	Corn/Grain Sorghum				30
Parallel Products	Louisville, KY	Beverage Waste		5.4
	R. Cucamonga, CA
Patriot Renewable Fuels, LLC	Annawan, IL	Corn				100
Penford Products	Ceder Rapids, IA	Corn				45
Permeate Refining	Hopkinton, IA	Sugars & starches		1.5
Phoenix Biofuels	Goshen, CA	Corn		25
Pinal Energy, LLC	Maricopa, AZ	Corn				55
Pine Lake Corn Processors, LLC*	Steamboat Rock, IA	Corn		20
Plainview BioEnergy, LLC	Plainview, TX	Corn				100
Platinum Ethanol, LLC	Arthur, IA	Corn				110
Plymouth Ethanol, LLC	Merrill, IA	Corn				50
Poet*	Sioux Falls, SD			955		335
	Alexandria, IN	Corn
	Ashton, IA	Corn
	Big Stone, SD	Corn
	Bingham Lake, MN	Corn
	Big Stone, SD	Corn
	Chancellor, SD	Corn
	Coon Rapids, IA	Corn
	Corning, IA	Corn
	Emmetsburg, IA	Corn
	Glenville, MN	Corn
	Gowrie, IA	Corn
	Groton, SD	Corn
	Hanlontown, IA	Corn
	Hudson, SD	Corn
	Jewell, IA	Corn
	Laddonia, MO	Corn
	Lake Crystal, MN	Corn
	Leipsic, OH	Corn
	Macon, MO	Corn
	Mitchell, SD	Corn
	Portland, IN	Corn
	Preston, MN	Corn
	Scotland, SD	Corn
Prairie Horizon Agri-Energy, LLC	Phillipsburg, KS	Corn		40
Quad-County Corn Processors*	Galva, IA	Corn		27
Red Trail Energy, LLC	Richardton, ND	Corn		50
Redfield Energy, Inc.	Redfield, SD	Corn				50
Reeve Agri-Energy	Garden City, KS	Corn/milo		12
Renew Energy	Jefferson Junction, WI	Corn				130
Siouxland Energy & Livestock Coop*	Sioux Center, IA	Corn		25		35
Siouxland Ethanol, LLC	Jackson, NE	Corn				50

66

					Under
					Construction/
			Current Capacity		expansions
COMPANY	LOCATION	FEEDSTOCK	(mmgy)		(mmgy)
Southwest Iowa Renewable Energy, LLC*	Council Bluffs, IA	Corn				110
Sterling Ethanol, LLC	Sterling, CO	Corn		42
Tama Ethanol, LLC	Tama, IA	Corn				100
Tate & Lyle	Loudon, TN	Corn		67		38
	Ft. Dodge, IA	Corn				105
The Andersons Albion Ethanol LLC	Albion, MI	Corn		55
The Andersons Clymers Ethanol, LLC	Clymers, IN	Corn				110
The Andersons Marathon Ethanol, LLC	Greenville, OH	Corn				110
Trenton Agri Products, LLC	Trenton, NE	Corn		40
United Ethanol	Milton, WI	Corn		52
United WI Grain Producers, LLC*	Friesland, WI	Corn		49
US BioEnergy Corp.	Albert City, IA	Corn		250		400^
	Woodbury, MI	Corn
	Hankinson, ND	Corn
	Ord, NE	Corn
	Central City, NE	Corn
	Dyersville, IA	Corn
	Janesville, MN	Corn
U.S. Energy Partners, LLC (White Energy)	Russell, KS	Milo/wheat starch		48
Utica Energy, LLC	Oshkosh, WI	Corn		48
VeraSun Energy Corporation	Aurora, SD	Corn		340		220
	Ft. Dodge, IA	Corn
	Charles City, IA	Corn
	Welcome, MN	Corn
	Hartely, IA	Corn
Western New York Energy, LLC	Shelby, NY	Corn				50
Western Plains Energy, LLC*	Campus, KS	Corn		45
Western Wisconsin Renewable Energy, LLC*	Boyceville, WI	Corn		40
White Energy	Hereford, TX	Corn/Milo				100
Wind Gap Farms	Baconton, GA	Brewery Waste		0.4
Renova Energy	Torrington, WY	Corn		5
Xethanol BioFuels, LLC	Blairstown, IA	Corn		5		35
Yuma Ethanol	Yuma, CO	Corn				40
Total Current Capacity at 116 ethanol biorefineries				5,912.4
Total Under Construction (81)/Expansions (8)						6,604.9
Total Capacity				12,517.3

*	locally-owned            Renewable Fuels Association
	Updated: April 25, 2007

     The following map from the Renewable Fuels Association presents ethanol production plants in operation and under construction in the United States as of April 3, 2007:

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Competition within the State of Iowa

     According to the Iowa Renewable Fuels Association, the state of Iowa produced a record 1.5 billion gallons of ethanol in 2006, up 36% from 1.1 billion gallons in 2005. The Iowa Renewable Fuels Association also estimated that Iowa accounted for just over 30% of the nation’s 2006 ethanol production.

     As of April 2007, there were more than 43 ethanol plants in the state of Iowa in various stages of production or under construction. Due to the preliminary nature of many of these projects, it is difficult to estimate the number of potential ethanol projects within our region. We will be in direct competition with these plants, many of whom have greater resources than us. Our close proximity to these existing plants will cause us to compete for our corn supply and will likely drive the price of corn above current levels. The following paragraphs discuss the distance between our proposed sites and other ethanol plants in Iowa.

Competition near our Proposed Atlantic Site

     According to the Renewable Fuels Association, as of April 2007, within a 50-mile radius of our proposed Atlantic site, there are three plants under construction. Within a radius of 50 to 100 miles from our proposed site there are four plants currently in operation or under construction or expansion. In total, there are at least seven plants in various stages of development within 100 miles of our proposed Atlantic site.

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Competition near our Denison Site

     According to the Renewable Fuels Association, as of April 2007, within a 50-mile radius of our proposed Denison site there are three plants currently in operation or under construction. Within a radius of 50 to 100 miles from our proposed site there are six plants currently in operation or under construction or expansion. In total, there are at least nine plants in various stages of development within 100 miles of our proposed Denison site.

     The following map, available on the Iowa Corn Growers Association website, shows the location of most of the ethanol plants currently under construction and operating in our Iowa.

Source: American Coalition for Ethanol, StatUS: 2006 ACE State by State Ethanol Handbook

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Competition from Alternative Fuels

     Alternative fuels and ethanol production methods are continually under development by ethanol and oil companies with far greater resources. The major oil companies have significantly greater resources than we have to develop alternative products and to influence legislation and public perception of ethanol. New ethanol products or methods of ethanol production developed by larger and better-financed competitors could provide them competitive advantages and harm our business.

DESCRIPTION OF BUSINESS

This prospectus contains forward-looking statements that involve risks and uncertainties. Actual events may differ materially from those indicated in such forward-looking statements. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties, including, but not limited to those risk factors described elsewhere in this prospectus. The following discussion of our plan of operations should be read in conjunction with the financial statements and related notes thereto included elsewhere in this prospectus.

     We are an Iowa limited liability company formed on December 27, 2006, organized with the intention of organizing and owning one or more wholly owned subsidiaries. We anticipate that each of these subsidiaries will be organized for the purpose of developing, owning and operating an ethanol plant to produce fuel-grade ethanol and distillers grains for sale. Amaizing Energy Holding Company currently owns two subsidiaries, Amaizing Energy Atlantic, LLC and Amaizing Energy Denison, LLC. The two subsidiaries will operate under a unified ownership structure, as Amaizing Energy Holding Company is the sole member of each subsidiary. The following diagram shows our organizational structure as of the date of this prospectus:

     Subsidiaries

Amaizing Energy Denison, LLC

     As a result of the reorganization and merger transaction consummated on January 31, 2007, Amaizing Energy Denison, LLC has assumed ownership of the assets and rights of Amaizing Energy, L.L.C. See “CAPITALIZATION” and “DESCRIPTION OF BUSINESS – Effect of the Reorganization and Merger” for more information on the reorganization and merger. Amaizing Energy,

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L.L.C. was originally formed for the sole purpose of developing the Denison plant. The entity was formed by a group of investors which included local business entrepreneurs and investors from the Denison community and the surrounding Crawford County area. Construction of the existing Denison plant commenced on September 10, 2004. The plant began operations on September 11, 2005. With the exception of normal shutdowns, the Denison plant has operated at or above nameplate production since completion. In September 2006, Amaizing Energy, L.L.C. commenced work on process improvements at the Denison plant which are expected to increase operating production levels to 60 million gallons per year. The process improvements include the installation of Pavilion Advanced Process Control software and process improvements which provide for continuous monitoring of production processes to increase overall efficiencies and enhance production yields. The process improvement project is ongoing and expected to be completed by late summer 2007. We further intend to expand the Denison plant by an additional 40 million gallons per year. Following the expansion, the Denison plant will have a production capacity of approximately 100 million gallons of ethanol per year.

     The company explored a variety of options including the development of a second project adjacent to the existing operation, but due to economic factors the company elected to pursue an expansion of the existing plant. The company’s intent in undertaking the expansion is to leverage operating efficiencies between the combined operations. Leveraging the existing workforce to operate the Denison plant’s expanded capacity with a minimal increase in manpower will create significant efficiency.

Amaizing Energy Atlantic, LLC

     In January 2006, the former Amaizing Energy, L.L.C. was approached by the Cass County Steering Committee concerning the development of an ethanol project in the community of Atlantic, Iowa. Amaizing Energy, L.L.C. agreed to invest capital into this project in order to diversify its ethanol interests. CassCo Amaizing Energy, LLC was the entity initially formed to develop the Atlantic plant. CassCo Amaizing Energy, LLC was formed through a joint venture between Amaizing Energy, L.L.C. of Denison, Iowa, NEK-SEN Energy, LLC of Sabetha, Kansas and Atlantic Energy, LLC, and a group of individuals from Cass County, Iowa made up of farmer producers, main street investors and business entrepreneurs interested in bringing economic opportunities to rural Iowa communities. As a result of the reorganization and merger, CassCo Amaizing Energy, LLC became Amaizing Energy Atlantic, LLC, the entity that will ultimately operate the Atlantic plant. See “CAPITALIZATION” and “DESCRIPTION OF BUSINESS – Effect of the Reorganization and Merger” for more information on the reorganization and merger.

     Based upon engineering specifications from Fagen, Inc., our anticipated design-builder, we expect the ethanol plant to process approximately 36 million bushels of corn per year into approximately 100 million gallons of denatured fuel-grade ethanol and approximately 333,000 tons dried distillers grains, which is the principal co-product of the ethanol production process.

Effect of the Reorganization and Merger

     Pursuant to a merger agreement entered into on January 31, 2007, Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC merged with and reorganized into subsidiaries of Amaizing Energy Holding Company, LLC. Amaizing Energy, L.L.C. reorganized as a wholly owned subsidiary of Amaizing Energy Holding Company through a triangular merger in which Amaizing Energy, L.L.C. merged with and into Amaizing Energy Denison, LLC, with Amaizing Energy Denison being the surviving entity. As part of the merger, members of Amaizing Energy, L.L.C. received membership units of Amaizing Energy Holding Company in exchange for their respective membership units in Amaizing Energy, L.L.C. Following the merger, Amaizing Energy Denison, LLC continued as a wholly-owned subsidiary of Amaizing Energy Holding Company.

     Similarly, CassCo Amaizing Energy, LLC reorganized as a wholly owned subsidiary of Amaizing Energy Holding Company through a triangular merger in which CassCo Amaizing Energy, LLC merged with and into Amaizing Energy Atlantic, LLC with Amaizing Energy Atlantic being the surviving entity. Members of CassCo Amaizing Energy, LLC received membership units of Amaizing Energy Holding Company in exchange for their respective membership units in CassCo Amaizing Energy, LLC. Amaizing Energy, L.L.C., as a member of CassCo Amaizing Energy, LLC, received units in Amaizing Energy Holding Company in exchange for its interests in CassCo Amaizing Energy and distributed these additional units to its members. Following the merger, Amaizing Energy Atlantic continued as a wholly-owned subsidiary of Amaizing Energy Holding Company.

     The following diagrams illustrate the triangular mergers in which Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC merged with and into Amaizing Energy Denison, LLC and Amaizing Energy Atlantic, LLC, respectively.

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Illustration of the Triangular Merger between CassCo Amaizing Energy, L.L.C. and Amaizing
Energy Holding Company, LLC

     As part of the triangular merger:

• Amaizing Energy Holding Company, LLC formed Amaizing Energy Atlantic, LLC as a wholly owned subsidiary for the purpose of merging with CassCo Amaizing Energy, LLC;

• A merger then occurred between Amaizing Energy Atlantic, LLC and CassCo Amaizing Energy, LLC, with Amaizing Energy Atlantic, LLC as the surviving entity;

• When CassCo Amaizing Energy, LLC merged into Amaizing Energy Atlantic, LLC, CassCo Amaizing Energy, LLC’s members exchanged their units for units of Amaizing Energy Holding Company, LLC; and

• After the transaction described above, Amaizing Energy Holding Company owned 100% of Amaizing Energy Atlantic, LLC and Amaizing Energy Atlantic, LLC has all the assets and liabilities of CassCo Amaizing Energy, L.L.C..

Illustration of the Triangular Merger between Amaizing Energy, L.L.C. and Amaizing Energy Holding Company, LLC

     In a triangular merger:

• Amaizing Energy Holding Company, LLC formed Amaizing Energy Denison, LLC as a wholly owned subsidiary for the purpose of merging with Amaizing Energy, L.L.C.;

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• A merger then occurred between Amaizing Energy Denison, LLC and Amaizing Energy, L.L.C., with Amaizing Energy Denison, LLC as the surviving entity;

• When Amaizing Energy, L.L.C. merged into Amaizing Energy Denison, LLC, Amaizing Energy, L.L.C.’s members exchanged their units for units of Amaizing Energy Holding Company, LLC; and

• After the transaction described above, Amaizing Energy Holding Company owns 100% of Amaizing Energy Denison, LLC and Amaizing Energy Denison, LLC has all the assets and liabilities of Amaizing Energy, L.L.C..

     The following diagram from Fagen, Inc. depicts the 100 million gallon per year ethanol plant we anticipate building at the Atlantic site:

Primary Product — Ethanol

     Ethanol is an alcohol that can be burned in engines like gasoline. However, unlike gasoline, which is made by distilling crude oil, ethanol is made from the starchy parts of plants. It is produced by the fermentation of sugars found in grains and other biomass. Ethanol can be produced from a number of different types of grains, such as wheat and milo, as well as from agricultural waste products such as rice hulls, cheese whey, potato waste, brewery and beverage wastes and forestry and paper wastes. However, approximately 85 percent of ethanol in the United States today is produced from corn, and approximately 90 percent of ethanol is produced from a corn and other input mix. Corn produces large quantities of carbohydrates, which convert into glucose more easily than most other kinds of biomass. While the ethanol we intend to produce is the same alcohol used in beverage alcohol, it must meet fuel grade standards before it can be sold.

     We anticipate that our business will be that of the production and marketing of ethanol and its co-products. We do not have any other lines of business or other sources of revenue if we are unable to complete the construction and operation of the plant, or if we are not able to market ethanol and its co-products. We have engaged Provista to market the ethanol produced at our Denison plant. We

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anticipate entering into an agreement with Provista to market the ethanol produced at our Atlantic plant, however, we have not yet negotiated or discussed the terms of an ethanol marketing agreement for the Atlantic plant with Provista or any other marketing company.

Description of Dry-mill Process

     The company intends to utilize a dry-mill production process in each of its plants. An overview of the traditional dry-mill production process is outlined below. Our plants will produce ethanol by processing corn. The corn will be received by rail and truck, then weighed and unloaded in a receiving building. Corn will then be transported to storage bins prior to entering into the ethanol production process. Thereafter, it will be converted to a scalper to remove rocks and debris before it is transported to a hammermill or grinder where it is ground into a mash and conveyed into a slurry tank for enzymatic processing. Water, heat and enzymes are added to break the ground corn into a fine slurry. The slurry will be heated for sterilization and pumped to a liquefaction tank where additional enzymes are added. Next, the grain slurry is pumped into fermenters, where yeast is added, to begin a batch fermentation process. A vacuum distillation system divides the alcohol from the grain mash. Alcohol is then transported through a rectified column, a side stripper and a molecular sieve system where it is dehydrated. The 200 proof alcohol is then pumped to farm shift tanks and blended with five percent denaturant, usually gasoline, as it is pumped into storage tanks. The 200 proof alcohol and five percent denaturant constitute ethanol.

     Corn mash from the distillation stripper is pumped into one of several decanter-type centrifuges for dewatering. The water (“thin stillage”) is then pumped from the centrifuges to an evaporator where it is dried into a thick syrup. The solids that exit the centrifuges or evaporators (“the wet cake”) are conveyed to the distillers dried grains dryer system. Syrup is added to the wet cake as it enters the dryer, where moisture is removed. The process will produce distillers grains, which is processed corn mash that can be used as animal feed.

     The following flow chart illustrates the dry-mill process:

Source: Renewable Fuels Association, report entitled “How Ethanol is Made,” current as of April 25, 2007, available free of charge on the Internet at www.ethanolrfa.org.

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     We expect that the ethanol production technology we will use in our plant will be supplied by Fagen, Inc. and/or ICM, Inc. and that they will either own the technology or have obtained any license to utilize the technology that is necessary.

Ethanol Markets

     Ethanol has important applications. Primarily, ethanol can be used as a high quality octane enhancer and an oxygenate capable of reducing air pollution and improving automobile performance. As explained by the RFA in its Ethanol Industry Outlook 2007, because of ethanol’s 35% oxygen content, ethanol-blended fuel results in lower tailpipe emissions. The ethanol industry is heavily dependent on several economic incentives to produce ethanol.

     The principal purchasers of ethanol are generally the wholesale gasoline marketer or blender. The principal markets for our ethanol are petroleum terminals in the continental United States. We may also attempt to access local markets, but these will be limited and must be evaluated on a case-by-case basis. Although local markets will be the easiest to service, they may be oversold.

     We intend to serve the regional and national markets by rail and truck. Because ethanol use results in less air pollution than regular gasoline, regional and national markets typically include large cities that are subject to anti-smog measures in either carbon monoxide or ozone non-attainment areas. We expect to reach these markets by delivering ethanol to terminals which will then blend the ethanol into E10 and E85 gasoline and transport the blended gasoline to retail outlets in these markets.

     We believe that regional pricing tends to follow national pricing less the freight difference. As with national markets, the use of a group-marketing program or a broker is advantageous, especially in the first one to three years of operation.

     In addition to rail, we may try to service the regional markets by truck.

Ethanol Pricing

     Ethanol prices have historically tended to track the wholesale gasoline price. Regional pricing tends to follow national pricing less the freight difference. Ethanol price histories for the period October 23, 2005 to April 22, 2007 for regional markets for our proposed plant are presented in the following graph:

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Source: Hart’s Oxy-Fuel News, available free of charge at the California Energy Commission’s website, last accessed April 27, 2007.

Co-Products

     The principal co-product of the ethanol production process is distillers grains, a high protein, high-energy animal feed supplement primarily marketed to the dairy and beef industry. Distillers grains contain bypass protein that is superior to other protein supplements such as cottonseed meal and soybean meal. Bypass proteins are more digestible to the animal, thus generating greater lactation in milk cows and greater weight gain in beef cattle. Dry-mill ethanol processing creates three forms of distillers grains: distillers wet grains with solubles (“distillers wet grains”), distillers modified wet grains with solubles (“distillers modified wet grains”) and distillers dry grains. Distillers wet grains are processed corn mash that contains approximately 70% moisture and has a shelf life of approximately three days. Therefore, it can be sold only to farms within the immediate vicinity of an ethanol plant. Distillers modified wet grains are distillers wet grains that have been dried to approximately 50% moisture. Distillers dried grains are distillers wet grains that have been dried to 10% moisture. Distillers dried grains has an almost indefinite shelf life and may be sold and shipped to any market regardless of its proximity to an ethanol plant. We intend to market our distillers dried grains as well as distillers modified wet grains.

     The company expects the Atlantic plant to sell 100,000 tons of dry distillers grain and 224,000 tons of modified wet distillers grain annually. Due to its shorter shelf life the modified wet distillers grain will be sold to the local and regional markets. The dried distillers grain has the potential to be transported longer distances to gain increased profit from regional and national markets. The distillers grain market is less volatile than the ethanol market and even though corn and distillers grain do not track exactly, they do tend to follow each other. Typically, distillers grains sell at 107% to 110% the price of corn. However, distillers grains prices are affected by soy meal markets, dairy and cattle markets, as well as seasonal changes due to summer pasturing. We have engaged United BioEnergy Ingredients (UBE) to market our distillers grains produced by the Denison plant. We anticipate that we will also

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enter into an agreement with UBE to market the distillers grains produced at our Atlantic plant, however, we have not yet negotiated or discussed the terms of a distillers grain marketing agreement for the Atlantic plant with UBE or any other marketing company.

     Another co-product of the ethanol production process is carbon dioxide. We do not currently sell the carbon monoxide produced at our Denison plant. However, we intend to explore opportunities to create value for the carbon dioxide produced at our existing plant in Denison and our future plant in Atlantic. The sale of carbon dioxide will likely represent a small portion of the company’s sales and revenues. However, if we determine that it is feasible to profitably capture and sell the carbon dioxide produced at our plants, we may enter into a marketing agreement with a carbon dioxide marketer.

Distillers Grains Markets

     The National Corn Growers Association states that a bushel of corn used in the dry grind ethanol process yields 2.8 gallons of ethanol, 17 pounds of carbon dioxide, and 16 pounds of distillers grains. According to the Renewable Fuels Association’s Ethanol Industry Outlook 2007, ethanol plants produced nine million metric tons of distillers grains in 2005 and 12 million metric tons in 2006. According to the University of Minnesota’s DDGS-General Information website (June 20, 2006) approximately 3,200,000 to 3,500,000 tons of distillers grains are produced annually in North America, approximately 98% of which are produced by ethanol plants. Ethanol plants in South Dakota and Minnesota produce about 25% of this amount. The amount of distillers grains produced is expected to increase significantly as the number of ethanol plants increase.

     The primary consumers of distillers grains are dairy and beef cattle, according to the Renewable Fuels Association’s Ethanol Industry Outlook (2007). In recent years, an increasing amount of distillers grains have been used in the swine and poultry markets. With the advancement of research into the feeding rations of poultry and swine, we expect these markets to expand and create additional demand for distillers grains, however, no assurance can be given that these markets will in fact expand, or if they do, that we will benefit from it. The following chart from the RFA’s Ethanol Industry Outlook 2007 illustrates the distribution of 2006 distillers grain consumption among animal species.

     The market for distillers grains is generally confined to locations where freight costs allow it to be competitively priced against other feed ingredients. Distillers grains competes with three other feed formulations: corn gluten feed, dry brewers grain and mill feeds. The primary value of these products as animal feed is their protein content. Dry brewers grain and distillers grains have about the same protein content, and corn gluten feed and mill feeds have slightly lower protein contents.

     As with ethanol, the distillers grains markets are both regional and national. These national markets are just emerging, primarily in the southeast and southwest United States where significant dairy and poultry operations are located. In addition, there is the possibility of some local marketing. Local markets are very limited and highly competitive for the use of distillers grains. The following chart shows distillers grains production comparative to the potential regional market for distillers grains.

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     Source: University of Minnesota DDGS Web site: http://www.ddgs.umn.edu/ppt-pqd.htm; Pro Exporter Network

     The company is currently marketing the distillers dried grains produced by the existing Denison plant through United Bio Energy Ingredients, LLC. The company does not anticipate that it will internally manage the distillers dried grains marketing process at any time in the near future. The local markets surrounding the locations of the Denison plant expansion and the Atlantic plant have limited cattle feeding markets. Accordingly, our local marketing of the distillers dried grains produced at our plants will be fairly limited. The Company believes in the long-run it will sell a mix of 70% dried distillers and 30% modified wet distillers grains.

Distillers Grains Pricing

     Historically, the price of distillers grains has been relatively steady. Various factors affect the price of distillers grains, including, among others, the price of corn, soybean meal and other alternative feed products, and the general supply and demand of domestic and international markets for distillers grains. We believe that unless demand increases, the price of distillers grains may be subject to future downward pressure as the supply of distillers grains increases because of increased ethanol production. As demonstrated in the table below the price of distillers grains may be subject to downward pressure.

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Source: Source: ProExporter Network

Corn Feedstock Supply

     The company is highly dependent upon the availability and price of corn in order to maximize the production at each of its plants. The Denison plant currently utilizes approximately 20 million bushels of grain per year. The corn supply for the Denison plant is primarily obtained from the members of the Amaizing Energy Cooperative, one of our members. The corn supply for the Denison plant will be obtained from regional and national markets. Our pre-feasibility study indicated that the eight county region around the proposed area currently consumes approximately 100 million bushels of corn, but produces 233 million bushels. As a result, we currently do not anticipate that it will be necessary for us to transport corn from other areas.

     The proposed Atlantic plant will be in west central Iowa, an area that has an abundance of corn at competitive prices and favorable basis numbers. According to our feasibility study, the 10 year (1996-2005) averages for corn production in the Atlantic area indicates that 208 million bushels are produced per year. The report states the 10 year minimum corn production is in excess of 159 million bushels each year and the maximum corn is in excess of 270 million bushels each year. Our proposed 100 million gallon per year Atlantic ethanol plant would consume 17.3% of the average available corn production in the area. The feasibility study indicated that approximately 68.5% of the area’s corn production during the 10 year period was exported outside the area.

     We will be significantly dependent on the availability and price of corn. The price at which we will purchase corn will depend on prevailing market prices. There is no assurance that a shortage will not develop, particularly if there are other ethanol plants competing for corn, an extended drought or other production problems. We assume that we will have to purchase grain at prices above the 10 year average for corn in the area of the Atlantic and Denison plants. Higher corn prices will reduce our profitability. In addition, new corn demand within a market can have varying impacts on the corn price.

     Grain prices are primarily dependent on world feedstuffs supply and demand and on U.S. and global corn crop production, which can be volatile as a result of a number of factors, the most important of which are weather, current and anticipated stocks and prices, export prices and supports and the government’s current and anticipated agricultural policy. Historical grain pricing information indicates that the price of grain has fluctuated significantly in the past and may fluctuate significantly in the future. Because the market price of ethanol is not related to grain prices, ethanol producers are generally not able to compensate for increases in the cost of grain feedstock through adjustments in prices charged for their ethanol. We, therefore, anticipate that our plant’s profitability will be negatively impacted during periods of high corn prices.

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Grain origination and risk management

     Historically, the Denison plant has primarily purchased grain on a local basis from local producers, both member and non-member producers, and from local grain elevators. As needs dictate, we have purchased additional grain from outside the local area. As the Atlantic plant and the Denison plant expansion come on line, the company intends to pursue a similar strategy for grain origination and management. The company will look to purchase on a local basis where available, but will pursue the best price in order to manage costs for the business. We have no contracts, agreements or understandings with any grain producers in the area, although we anticipate procuring corn from these sources.

     The Company will utilize forward contracting and hedging strategies, including certain derivative instruments such as futures and option contracts, to manage our commodity risk exposure and optimize finished product pricing on our behalf. We anticipate that most of our grain will be acquired in this manner. Forward contracts allow us to purchase corn for future delivery at fixed prices without using the futures market. The corn futures market allows us to trade in standard units of corn for delivery at specific times in the future. Option contracts consist of call options (options to purchase a fixed amount of a commodity) and put options (options to sell a fixed amount of a commodity). We expect to use a combination of these derivative instruments in our hedging strategies to help guard against corn price volatility. Hedging means protecting the price at which we buy corn and the price at which we will sell our products in the future. It is a way to attempt to reduce the risk caused by price fluctuation. The effectiveness of such hedging activities will depend on, among other things, the cost of corn and our ability to sell enough ethanol and distillers grains to use all of the corn subject to futures and option contracts we have purchased as part of our hedging strategy. Although we will attempt to link hedging activities to sales plans and pricing activities, such hedging activities themselves can result in costs because price movements in corn contracts are highly volatile and are influenced by many factors that are beyond our control. We may incur such costs and they may be significant.

Risk Management Plan

     The Company will use anhydrous ammonia in the production process. Pursuant to section 112(r)(7) of the Clean Air Act, stationary sources with processes that contain more that a threshold quantity of a regulated substance are required to prepare and implement a Risk Management Plan (“RMP”). By using anhydrous ammonia, the Company must establish a prevention program to prevent spills or leaks of the ammonia and an emergency response program in the event of spills, leaks, explosions or other events that may lead to the release of ammonia into the surrounding area. The same requirement is also true for the denaturant storage and handling. The Company will need to conduct a hazard assessment and prepare models to assess the impact of an ammonia and/or denaturant release into the surrounding area. The program will be presented at one or more public meetings. In addition, it is likely that the company will have to comply with the prevention requirements under OSHA’s Process Safety Management Standard. These requirements are similar to the RMP requirements. The Company already has an RMP in place, and will update this plan prior to bringing onsite additional ammonia and denaturant.

Project Location and Proximity to Markets

     The Denison plant is currently in production and has been producing ethanol since September 2005. The Denison expansion plant will be developed within the existing Denison site area. An overview of each plant is outlined below. The Atlantic plant will be developed in the community of Atlantic, Iowa.

     The existing Denison plant was originally built as a 40 million gallon per year nameplate dry-mill ethanol production plant but has consistently operated above nameplate capacity. The current run rate for the plant is 55 million gallons per year. In September 2006, process improvements commenced at the Denison Plant and such improvements are expected to increase operating production levels to 60 million gallons per year. The process improvements include the installation of Pavilion Advanced Process Control software and process improvements which provide for continuous monitoring of production processes to increase overall efficiencies and enhance production yields. The process improvement project is ongoing and expected to be completed by late summer 2007. Following the expansion, we anticipate the Denison plant will have an annual production capacity of 100 million gallons of ethanol.

     The Denison site is located on the west side of Highway 30 between the intersections of Westcott Road and Highway 30 and Lincoln Way and Highway 30. Highway 30 is a two lane divided highway which runs east and west. Within Iowa, Highway 30 runs from Missouri Valley on the West to Clinton on the East. The site provides direct access to Highway 30. Missouri Valley is approximately 42 miles to the west. At Missouri Valley, trucks can gain access to Interstate 29, a major north south interstate in the

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Midwest. In addition to Highway 30, the Denison site lies approximately one mile from a four-way intersection of Highways 30, 39, 59, and 141. The access to multiple highways provides the plant with attractive logistic capabilities.

     Denison is a community of approximately 7,000 located in central Crawford County, Iowa. Crawford County has a population of approximately 16,800 and its primary non-farm business activities include manufacturing and retail trade. Crawford County is highlighted below.

     The existing plant resides on 51.65 acres of land between the Canadian National (CN) and Union Pacific (UP) rail lines southwest of Denison, Iowa. As a result, the site possesses attractive rail access on two different major railroads. This enables the plant to serve a variety of regional and national markets. Rail improvements have been installed which allow for the rail cars to be collected on the site prior to being connected to the rail lines.

     The expansion of the Denison plant will be constructed within the current site on the southern end of the plant site. Additional land will be acquired through the expansion process in order to complete rail improvements at the site. Amaizing Energy Holding Company is exploring several options for improving the existing rail infrastructure for the Denison plant. The primary objectives of the rail improvements will be to facilitate unit train loading and unloading capabilities at the Denison plant. The improvements will enhance operating efficiencies and increase asset utilization rates over current rail loading capacities. Amaizing Energy Holding Company has acquired some of the land that will be needed for the expansion. Amaizing Energy Holding Company is currently working with several other land owners currently on option agreements and/or purchase agreements. This is expected to allow flexibility in the final rail design to minimize the infrastructure costs and maximize Amaizing Energy Holding Company’s logistical options for receiving, loading and shipping on rail.

     The Atlantic plant has been designed to produce 100 million gallons per year of fuel-grade ethanol. The plant will be located in Atlantic, Iowa. Atlantic is located in Iowa’s Cass County. The Cass County community is very enthusiastic about this development. Cass County’s economy is heavily dependent upon agriculture. Several business leaders and local entrepreneurs have been working diligently to increase their support of agriculture by building a value-added processing plant which will provide local investment opportunity and economic development for this area. We believe that our proposed plant site will provide a significant benefit to the local Cass County community. Due to expressed support from City Council members and the Cass County Supervisors the company intends to explore the following financing options: development grants, low interest or forgivable loans, tax abatement and/or Tax Incremental Financing (“TIF”) as part of the Atlantic plant development.

     The Atlantic plant will be located near the city of Atlantic, Iowa, a community of approximately 7,000 in the north central region of Cass County. Cass County, Iowa has a population of over 14,000 and its primary non-farm business activities include Health Care and Social Assistance, Retail Trade and Manufacturing. The Atlantic labor market represents a potential employee base of approximately 8,100 people. The company anticipates that it will draw primarily from the Atlantic and Cass County labor markets for the plant employee base. Cass County is highlighted in the map below.

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     The Atlantic site was selected based on the following criteria: an abundance of corn, close proximity to cattle feeding areas, access to transportation, available utilities, and a community that demonstrates support for agriculture and value added processing. The proposed location for the Atlantic site is located northwest of Atlantic, Iowa on Glacier Road. The site is 0.5 miles east of State Highway 83. The proposed parcel has 110 acres of ground.

     The Atlantic site is located along the Iowa Interstate Railroad (IAIS). IAIS operates a 500 mile stretch of railroad between Omaha, Nebraska and Chicago, Illinois. The IAIS provides service connections to Class 1 railroads that will allow product service connections and product distribution to all corners of the United States. Nearly all major Class 1 rail carriers can be accessed off of the IAIS. At the western end of the railroad, IAIS connects to the Kansas City Southern, Union Pacific, and Burlington Northern railroads. In the east, IAIS connects to the CSX, Norfolk Southern, and CN railroads. IAIS access will provide the Atlantic operation with the ability to reach a variety of railroads and markets. Amaizing Energy Holding Company believes this will provide a strategic advantage over locations situated on a single class one railroad. Additionally, the IAIS will provide access to corn origination throughout Iowa.

     The Atlantic site is also located along a farm to market road and discussions have been initiated with the Cass County Board of Supervisors to assist in planning and paving this service road. Analysis and comparisons completed by the Board of Directors strongly indicated this site possessed superior transportation, capabilities for receiving incoming grain and shipping ethanol and distillers grain to local, regional and national markets.

     The following is a map of our proposed Atlantic plant site and rail structure in greater detail:

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     There can be no assurance that we will not encounter environmental hazardous conditions such as groundwater or other subsurface contamination at the site of the proposed Atlantic plant or the Denison expansion. We are relying on Fagen, Inc. to assist us in determining the adequacy of the sites for construction and expansion of the ethanol plants. We may encounter environmental hazardous conditions at the chosen sites that may delay the construction of the ethanol plant. We do not expect that Fagen, Inc. will be responsible for any environmental hazardous conditions encountered at the sites. Upon encountering an environmental hazardous condition, Fagen, Inc. may suspend work in the affected area. If we receive notice of an environmental hazardous condition, we may be required to correct the condition prior to continuing construction. The presence of an environmental hazardous condition at either site will likely delay construction of the respective ethanol plant and may require significant expenditure of our resources to correct the condition. In addition, it is anticipated that Fagen, Inc. will be entitled to an adjustment in price if it has been adversely affected by the environmental hazardous condition. If we encounter any environmental hazardous conditions during construction at either site that require time or money to correct, such event may have a material adverse effect on our operations, cash flows and financial performance.

Transportation and Delivery

     The Denison plant has existing facilities to receive grain by truck and rail and to load ethanol and distillers grains onto trucks and rail cars. The plant utilizes both the Canadian National and Union Pacific rail lines for input and output distribution and purchasing. Rail improvements have been installed which allow for the rail cars to be collected on the site prior to being connected to the rail lines. Extensive rail revisions at the existing Denison site are being reviewed as part of the expansion. The intent of the rail revision is to allow two 100-car unit train delivery and pick-up, and to eliminate the moving of railcars through vehicular and pedestrian traffic ways. Both distillers grains and ethanol cars will now be loaded in 50-car strings to minimize the number of hook-ups, resulting in

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better use of man power. The load outs (ethanol and distillers grains) will be relocated to the new rail system. The Denison site is located on Highway 30, which provides direct access for trucks.

     The Atlantic plant site is located along a rail spur connected to the Iowa Interstate Rail Road (“IAIS”). The IAIS provides service connections to Class-1 railroads that will allow product distribution to all corners of the United States. The Atlantic site is also located along a farm to market road and discussions have been initiated with the Cass County Board of Supervisors to assist in planning and paving this service road.

Thermal Oxidizer

     Ethanol plants may produce odors in the production of ethanol and its co-products, which some people may find unpleasant. We intend to eliminate odors by routing dryer emissions through thermal oxidizers. Based upon materials and information from ICM, Inc., we expect thermal oxidation to significantly reduce any unpleasant odors caused by the ethanol and distillers grains manufacturing process. We expect thermal oxidation, which burns emissions, will eliminate a significant amount of the volatile organic carbon compounds in emissions that cause odor in the drying process and allow us to meet the applicable permitting requirements. We also expect this addition to the ethanol plant to reduce the risk of possible nuisance claims and any related negative public reaction against us.

Utilities

     The production of ethanol is a very energy intensive process that uses significant amounts of electricity and natural gas. Water supply and quality are also important considerations. Our existing Denison plant requires a continuous supply of electricity in order to maximize production efficiencies and to limit downtime of the plant. Electricity is purchased from Harrison County REC, which is supplied from NIPCO, which is supplied from Basin Power. To date, the service has been sufficient to ensure maximum production capacity. Natural gas is currently provided by Northern Natural Gas and managed by Aquila Gas. The plant is connected the main distribution line through a direct gas pipe. Water consumed by the plant is pulled from three different sources. These sources include the Denison municipal water supply and two sixty-foot wells located on the western edge of the existing plant site. In order to support the extra demands of the Denison plant expansion, the company intends to construct a series of improvements to the utilities serving the plant in order to maintain continuous, uninterrupted service at this site. If there is an interruption in the supply of energy or water for any reason, such as supply, delivery, or mechanical problems, we may be required to halt production. If production is halted for an extended period of time, it may have a material adverse effect on our operations, cash flows, and financial performance.

Natural gas

     Natural gas accounts for approximately 10-15% of the total production cost of ethanol. The current natural gas service lines at the Denison plant are insufficient to support the proposed expansion of the Denison plant operations and, accordingly, the project will require an enhancement to the existing underground piping system. The project will require the installation of approximately 7.6 miles of 6” loop service lines. The loop service will connect to a Northern Natural Gas main distribution line. Aquila Gas will manage the loop line serving the Denison plant.

     The Denison plant currently purchases its natural gas from Cornerstone Energy, Inc., which is delivered to the Denison delivery point via the Northern Natural Gas pipeline. Aquila, Inc. d/b/a Aquila Networks transports the gas to the Denison plant on its distribution system. We entered into a transportation service agreement under which we have agreed to annually transport a total of at least 1,306,153 MMBtu during the period January 1, 2006 through December 31, 2015.

     We anticipate that the Atlantic site will utilize approximately 9,000 MCF/day to produce 100 million gallons of ethanol per year. Natural gas does not currently serve the site and will need to be brought to the site. The company intends to enter into a service agreement to purchase natural gas. The Atlantic site has two potential providers of natural gas – Northern Natural Gas and Alliant Energy. We are currently exploring options for natural gas supply with both providers. The Alliant natural gas line is approximately two to three miles north of the Atlantic plant site. Northern Natural Gas has two natural gas lines located on the north side of the Atlantic plant site. We recently entered into a letter agreement with Northern Natural Gas for the relocation of its existing Atlantic gas line at an estimated cost of $548,000 in order to avoid interference with the construction of our Atlantic plant. This amount was paid as of January 31, 2007.

     Natural gas prices have historically fluctuated dramatically, which could significantly affect the profitability of our operations. Natural gas prices increased sharply when Hurricanes Katrina and Rita devastated operations and impacted infrastructure on the Gulf

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Coast. According to information available on the New York Mercantile Exchange’s website (www.nymex.com), the price of natural gas futures rose from approximately $8.00/MMBtu prior to the hurricanes to over $14.00/MMBtu in their aftermath. We are uncertain as to how the disruption in natural gas supplies caused by Hurricanes Katrina and Rita will impact long-term natural gas prices. For purposes of our business plan, our directors used futures data from the New York Mercantile Exchange to determine a natural gas forecast for planning purposes. Post-Hurricanes Katrina and Rita, the price of natural gas has decreased slightly.

     The following chart shows natural gas futures from September 28, 2006 to January 18, 2007.

Note: The West Texas Intermediate (WTI) crude oil price, in dollars per barrel, is converted to $/MMBtu using a conversion factor of 5.80 MMBtu per barrel. The dates marked by vertical lines are the NYMEX near-month contract settlement dates.

Source: Natural gas prices, NGI’s Daily Gas Index (http:\\Intelligencepress.com); WTI price, Reuters News Service (http://www.reuters.com).

Electricity

     Based on engineering specifications, we expect to require a significant amount of electrical power to operate the Denison and Atlantic plants. Electrical service will be provided to the Denison plant via two lines to create a loop feed. The two feeds will encircle the plant to serve twelve transformers of various sizes. Fagen Engineering will be responsible for taking electrical power from the secondary side of the transformers to the associated MCC locations. The loop feed is sized large enough that if one side of the loop were to fail, the plant could continue to operate by receiving electricity from the other loop. Electricity will be purchased from Harrison County REC which is supplied from NIPCO which is supplied from Basin Power. We anticipate costs below $0.04/kwh.

     We anticipate that the Atlantic Municipal Utility (AMU) will supply electricity to the Atlantic plant. We are currently in negotiations with AMU to develop the electrical cost structure for the project. AMU is capable of supply adequate electrical power at competitive rates. We intend to include the transmission line and substation costs as a facilities charge for the project.

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Water

     We will require a significant supply of water. The Denison plant currently has three sources of water available to the site. The first source is a 2 inch potable line from Denison Municipal Utility. The second and third water sources are two separate wells located on the west end of the property. These wells have a capacity of reaching 700 gallons of flow per minute. The first well is 61.5 feet deep, and the second well is 63 feet deep. The wells are located 200 feet apart from each other. The first well is located east of the second well. Although these wells are located close to one another, their quality characteristics can differ. The water system was designed to handle a maximum of 5 parts per million of iron at 500,000 gallons per day. We are currently averaging 470,000 gallons per day. Improvements to our water supplies will be needed for the expansion. The Denison plant is working closely with design engineers to develop a system that will suit our needs following the expansion.

     We are exploring several alternatives for water supplies to the Atlantic plant. These include the installation of wells on the plant site and the connection to Atlantic Municipal Utility water lines. The Atlantic plant is anticipated to consume 855,000 gallons of water per day to annually produce 100 million gallons of ethanol. We have reached a tentative agreement with Atlantic Municipal Utility to supply up to 500,000 gallons of water per day to the Atlantic plant. We also intend to drill wells to provide additional water supply. Amaizing Energy Holding Company is exploring the use of municipal greywater for the Atlantic plant operation.

     Much of the water used in an ethanol plant is recycled back into the process. There are, however, certain areas of production where fresh water is needed. Those areas include boiler makeup water and cooling tower water. Boiler makeup water is treated on-site to minimize all elements that will harm the boiler and recycled water cannot be used for this process. Cooling tower water is deemed non-contact water because it does not come in contact with the mash, and, therefore, can be regenerated back into the cooling tower process. The makeup water requirements for the cooling tower are primarily a result of evaporation. Depending on the type of technology utilized in the plant design, much of the water can be recycled back into the process, which will minimize the discharge water. This will have the long-term effect of lowering wastewater treatment costs. Many new plants today are zero or near zero effluent discharge facilities. A hydro-geological study was performed to preliminarily identify water sources for the expansion plant. The study indicates that water quality improves with movement to the south and west of the existing site. Test wells will be drilled in this area and evaluations made to determine if adequate volume and quality are present. At Denison, it is anticipated that our water treatment facility will serve the existing plant as well as the Denison plant expansion. A new water treatment facility will be built for the Atlantic plant. The system will be designed to handle the iron content in both the pretreatment and discharge water. Water quality and operating costs of each respective option will be considered in making our final determination.

Employees

     The company seeks to maintain a team of leading professionals in the ethanol industry. The company has an experienced management team that has operated the Denison plant since the commencement of operations in September 2005. The Denison expansion and the Atlantic plant will require us to hire additional management staff in order to effectively manage and operate each plant following their completion. The management team involved with the operation of the existing Denison plant currently consists of the following individuals: Sam Cogdill, chairman of the board and chief executive officer; Al Jentz president and general manager; Connie Jensen, chief financial officer; and Bill Chapman, project manager.

     The company currently employs 42 full-time employees, 38 of which are employed at the Denison plant and 4 of which are directly employed by Amaizing Energy Holding Company, including our chief executive officer, president, chief financial officer, and administrative assistant. See “MANAGEMENT’S DISCUSSION AND ANALYSIS – Employees” for a breakdown of the number and type of employees currently employed at the Denison plant. Prior to completion and start-up of the he Atlantic plant and Denison expansion, the company intends to hire approximately 58 additional employees, 12 of which will support operations for the Denison plant and 46 of which will be employed at the Atlantic plant. The staff will be hired locally and regionally. The company intends to train employees through state programs available through Iowa community colleges and in coordination with training provided by the Fagen/ICM design-build team. Throughout employee training and the plant production start-up, technical supervision will be provided by on-site personnel from Fagen, Inc. and ICM, Inc. and the members of the current Denison management team.

     Our board and the existing management team plan to work with human resources professionals to fill vacant manager and supervisor positions at the plants. In addition, advertisements for these key roles will be placed on web sites and in renewable fuels periodicals in order to attract qualified individuals in the ethanol industry.

     The company intends to employ the Atlantic plant manager during the construction phase of the project and seeks candidates that possess experience and demonstrate knowledge and proficiency in ethanol processing. Our board plans to interview and select the plant manager for the Atlantic plant, a position that will report directly to Amaizing Energy Holding Company’s president and general

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manager, Al Jentz. Our board and the Atlantic plant manager will interview and select the key personnel for the Atlantic plant, including lab manager, maintenance manager, and controller. These positions at each plant will report directly to the general manager or Atlantic plant manager, as appropriate. The office, production and maintenance staff for the Atlantic and Denison plant will be hired by the general manager of the Atlantic or Denison plant manager, as appropriate. These personnel will report to the appropriate supervisor.

     We intend to enter into written confidentiality and assignment agreements with our key officers and employees. Among other things, these agreements will require such officers and employees to keep all proprietary information developed or used by us in the course of our business strictly confidential.

     Our success will depend in part on our ability to attract and retain qualified personnel at a competitive wage and benefit level. We must hire qualified managers, accounting, human resources and other personnel. We operate in a rural area with low unemployment. There is no assurance that we will be successful in attracting and retaining qualified personnel at a wage and benefit structure at or below those we have assumed in our project. If we are unsuccessful in this regard, we may not be competitive with other ethanol plants and your investment may lose value.

     See “MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS – Employees” for a breakdown of the numbers and types of employees we plan to hire for each plant. The positions, titles, job responsibilities and number allocated to each position may differ when we begin to employ individuals for each position.

Anticipated Design-Build Team

Anticipated Design Builder: Fagen, Inc.

     The existing Denison plant was built by Fagen, Inc. (“Fagen”) utilizing ICM Inc. (“ICM”) process technology. We have entered into non-binding letters of intent with Fagen, Inc. in connection with the design, construction and operation for both the Atlantic plant and Denison plant expansion. We anticipate that Fagen will act as the design-build general contractor for each project. The plants will be developed utilizing the latest ICM process technology. We are in the process of negotiating design build contracts for both the Atlantic plant and the Denison plant expansion.

     Fagen, Inc. has more than 25 years experience in the ethanol industry. We are uncertain as to how many plants Fagen, Inc. and ICM, Inc. are currently designing and building in the United States. The actual number of ethanol plants being designed and built by Fagen, Inc. and ICM, Inc., is considered proprietary business information of Fagen, Inc. and ICM, Inc. and is not available to us. Fagen, Inc.’s other construction commitments could cause Fagen, Inc. to run out of sufficient resources to timely construct our plant. This could result in construction delays if Fagen, Inc. is not able to perform according to the timetable we anticipate.

     Fagen Engineering, LLC was formed in 1996 to assist Fagen, Inc. with the construction process. Fagen Engineering, LLC is a full-service design-engineering firm. The expertise of Fagen, Inc. in integrating process and facility design into a constructionally sound and operationally efficient facility is very important. Fagen, Inc. also has knowledge and support to assist our management team in executing a successful start-up of our projects. Fagen, Inc. is a meaningful project participant because of its desire to facilitate our projects’ successful transition from start-up to day-to-day profitable operation.

Atlantic Letter of Intent with Fagen, Inc.

     We have executed a non-binding letter of intent for our Atlantic plant with Fagen, Inc., which has agreed to enter into good faith negotiations with us to prepare definitive agreements for design and construction services. We expect to pay Fagen, Inc. approximately $119,698,000 for the Atlantic plant in exchange for the following services:

• Those services necessary for us to develop a detailed description of a 100 million gallons per year natural gas-fired dry-grind ethanol production facility located in Atlantic, Iowa and to establish a price for which Fagen, Inc. would provide design, engineering, procurement of equipment and construction services for the Atlantic plant;

• Assistance in evaluating our organizational options, the appropriate location for the plants, and business plan development;

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• Reasonable assistance in obtaining our permits, approvals and licenses;

• Providing a definitive design-build agreement with Fagen, Inc. for the design and construction of the plants; and

• Designing and building the plant.

     We expect to be responsible for certain site improvements, infrastructure, utilities, permitting and maintenance and power equipment costs. The services of Fagen, Inc. are currently in high demand because of its extensive experience as a design-builder for ethanol production plants. Our management believes that the contract price for the ethanol plant is reasonable in light of Fagen, Inc.’s expertise in the design and construction of ethanol plants and the level of current demand for its services.

     Under our letter of intent, the contract price of $119,698,000 may be further increased if the construction cost index (“CCI”) published by Engineering News-Record Magazine is greater than 7,699.59 in the month in which we issue to Fagen, Inc., a notice to proceed with plant construction. The amount of the contract price increase will be equal to the increase in the CCI based upon the June 2006 CCI of 7,699.59. As of March 2007, the CCI was reported at 7,879.54, which is significantly higher than the June 2006 CCI. If the CCI remains at the March 2007 level or increases above that level in the month in which we issue to Fagen, Inc. a notice to proceed with plant construction, the contract price will accordingly increase. Thus, we have allowed for a CCI contingency of approximately $3,700,000 in our estimated costs for the Atlantic plant. This may not be sufficient to offset any upward adjustment in our construction cost. We anticipate that under the design-build agreement, our expenses will increase for any change orders we may approve. In addition, the price assumes the use of non-union labor. If Fagen, Inc. is required to employ union labor, the contract price will be increased to include any increased costs associated with the use of union labor. Prior to the beginning of construction, we expect to execute a definitive design-build agreement with Fagen, Inc., which will set forth in detail the design and construction services provided by Fagen, Inc. in exchange for a lump sum price equal to the $119,698,000 set forth in our letter of intent, subject to adjustments. We will pay Fagen, Inc. a mobilization fee in the amount of $8,000,000.00 as soon as possible following the execution of the definitive design-build agreement. The letter of intent will terminate on December 31, 2007 unless we have raised at least 10% of the necessary equity and have reached certain other milestones in the development of our project. The letter may be extended upon mutual agreement but can be terminated at either party’s option if a design-build agreement is not executed prior to December 31, 2007. The letter of intent automatically terminates upon execution and delivery of the design-build agreement.

Denison Letter of Intent with Fagen, Inc.

     We have also executed a non-binding letter of intent for our Denison expansion project with Fagen, Inc., which has agreed to enter into good faith negotiations with us to prepare definitive agreements for design and construction services. We expect to pay Fagen, Inc. approximately $52,160,000 for the 40 million gallon per year Denison expansion in exchange for the following services:

• Those services necessary for us to develop a detailed description of a 40 million gallon per year expansion to the current plant located in Denison, Iowa and to establish a price for which Fagen, Inc. would provide design, engineering, procurement of equipment and construction services for the Denison plant expansion;

• Assistance in evaluating our organizational options, the appropriate location for the plants, and business plan development;

• Reasonable assistance in obtaining our permits, approvals and licenses;

• Providing a definitive design-build agreement with Fagen, Inc. for the design and construction of the plants; and

• Designing and building the plant.

     The expansion will include production modifications such as grains or distillers grains shipping and receiving modifications and ethanol storage or ethanol loadout modifications to the existing Denison production plant. We expect to be responsible for certain site improvements, infrastructure, utilities, permitting and maintenance and power equipment costs. The services of Fagen, Inc. are currently in high demand because of its extensive experience as a design-builder for ethanol production plants. Our management believes that the contract price of the ethanol plant is reasonable in light of Fagen, Inc.’s expertise in the design and construction of ethanol plants and the level of current demand for its services.

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     Under our letter of intent, the contract price of $52,160,000 may be further increased if the construction cost index (“CCI”) published by Engineering News-Record Magazine is greater than 7,785.27 in the month in which we issue to Fagen, Inc., a notice to proceed with plant construction. The amount of the contract price increase will be equal to the increase in the CCI based upon the March 2007 CCI of 7,856.27. If the CCI remains at the March 2007 level or increases above that level in the month in which we issue to Fagen, Inc. a notice to proceed with plant construction, the contract price will accordingly increase. Thus, we have allowed for a CCI contingency of approximately $1,800,000 in our estimated costs for the Denison plant expansion. This may not be sufficient to offset any upward adjustment in our construction cost. We anticipate that under the design-build agreement, our expenses will increase for any change orders we may approve. In addition, the price assumes the use of non-union labor. If Fagen, Inc. is required to employ union labor, excluding union labor for the grain system and energy center, the contract price will be increased to include any increased costs associated with the use of union labor. Further, due to the rapidly increases costs of certain materials required for the expansion, the letter of intent with Fagen, Inc. contains a surcharge of 0.50 percent for each calendar month that has passed between March 2007 and the month in which a valid notice to proceed is given to Fagen, Inc. After taking into account such adjustments for the contract price, Fagen, Inc. is entitled to increase the adjusted contract price by up to 15 percent to account for costs related to additional time spent and materials used on the Denison plant. Prior to the beginning of construction, we expect to execute a definitive design-build agreement with Fagen, Inc., which will set forth in detail the design and construction services provided by Fagen, Inc. in exchange for a lump sum price equal to the $52,160,000 set forth in our letter of intent, subject to adjustments. We will pay Fagen, Inc. a mobilization fee in the amount of $10,000,000 as soon as possible following the execution of the definitive design-build agreement. The letter of intent will terminate on March 31, 2008 unless we have raised at least 10% of the necessary equity and have reached certain other milestones in the development of our project. The letter may be extended upon mutual agreement but can be terminated at either party’s option if a design-build agreement is not executed prior to March 31, 2008. The letter of intent automatically terminates upon execution and delivery of the design-build agreement.

Engineering Services Agreement

     We expect to enter into an engineering services agreement for the Atlantic plant and a pre-engineering services agreement for the Denison plant with Fagen Engineering, LLC for the performance of certain engineering and design services. We expect to pay Fagen Engineering, LLC a lump sum fee for each project in the amount of $92,500 in exchange for these services, and expect Fagen Engineering, LLC to provide the following services:

• Grading, Drainage and Erosion Control Plan Drawings;

• Culvert Cross Sections and Details;

• Roadway Alignment;

• Final Interior Plant Grading;

• Utility Layouts for Fire Loop, Potable Water, Well Water, Sanitary Sewer, Utility Water Blowdown, and Natural Gas;

• Geometric Layout;

• Site Utility Piping Tables Drawing;

• Sections and Details Drawing (if required); and

• Miscellaneous Details Drawing (if required).

     We further expect these additional services to be provided to the Atlantic project:

• Property Layout Drawings; and

• Tank Farm layout and Details Drawings.

     We expect that any sums we pay to Fagen Engineering, LLC for engineering services will reduce the lump sum fee we owe to Fagen, Inc. under our anticipated design-build agreements for the Atlantic plant and the Denison plant.

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Design Process Engineer: ICM, Inc.

     The decision to partner with ICM, Inc. to provide processing technology for the Atlantic plant and the Denison plant brings significant resource sharing and synergy to the construction and operation of the plants. Synergies of significant value could include sharing of management resources, staff training and job shadowing at the Denison plant, having similar process flows in both plants, sharing spare parts inventories, marketing and risk management resources, as well as being able to immediately implement proven processing improvements at the new plant.

     ICM, Inc. is a full-service engineering, manufacturing and merchandising firm based in Colwich, Kansas. We expect ICM, Inc. to be the principal subcontractor for the plant. ICM, Inc. is expected to provide the process engineering operations for Fagen, Inc. ICM, Inc. has been involved in the research, design and construction of ethanol plants for many years. The principals of ICM, Inc. each have over 20 years of experience in the ethanol industry and have been involved in the design, fabrication and operations of many ethanol plants. ICM employs more than 650 engineers, professional and industry experts, craftsmen, welders and painters and full-time field employees that oversee the process. ICM, Inc. has been involved in 60 ethanol plant projects.

Service Agreement with Air Resource Specialists, Inc.

     We have entered into an agreement with Air Resource Specialists, Inc., in which they would provide consulting services to obtain the necessary State of Iowa air quality and storm water permits prior to commencement of construction activities. The cost of Air Resource Specialists, Inc.’s services will be based on a time and material basis. Additional costs may be imposed if Air Resource Specialists, Inc. is required to address significant public comment and/or assist in lengthy agency negotiations regarding specific permit terms and conditions.

     Agreement with Peterson Contractors, Inc.

     We have entered into an agreement with Peterson Contractors, Inc. of Reinbeck, Iowa for the installation of multiple soil reinforcing elements at the Atlantic plant. The contract price will be approximately $1,255,000 for materials and labor.

Agreement with JB Holland Construction, Inc.

     In March 2007, we engaged JB Holland Construction, Inc. to perform earthwork for the Atlantic plant to be designed by Fagen Engineering, LLC at a price of approximately $2,692,000. We expect this work to be completed prior to Fagen commencing work in third quarter 2007.

Atlantic Plant Line Relocation Agreement with Northern Natural Gas Company

     We entered into an agreement with Northern Natural Gas pursuant to which Northern Natural Gas Company will relocate approximately 6,200 feet of existing Atlantic branchlines in order to avoid interference with the construction of the Atlantic plant. The agreement provides that the estimated project cost will be approximately $548,000 and that the parties will negotiate a firm natural gas throughput service agreement.

Railroad Track Design-Build Agreement with Volkmann Railroad Builders

     We engaged Volkmann Railroad Builders to design and build a railroad track system to serve the Atlantic plant. The agreement provides for three phases of work. Phase One work involves the preparation of conceptual drawings for potential track layout at the estimated cost of $3,300. Phase Two work involves the preparation of detailed track construction drawings and the establishment of final track layout and elevations for an estimated cost of $14,600. Phase Three work involves the construction of the railroad track at actual cost plus 10% for overhead and profit, which is estimated to be approximately $2,682,000. Due to concerns over concered escalation of steel and other materials we have added a railcontingency of approximately $900,000 to our project budget.

Agreement with Iowa Interstate Railroad for Crossing Reconstruction and Upgrades

     In April 2007 we entered into an agreement with the Iowa Interstate Railroad (IAIS) to reconstruct rail crossings as part of a road improvement project near the Atlantic site. IAIS will provide labor, materials and equipment to reconstruct the crossings at an estimated cost of approximately $199,800 and Amaizing Energy Atlantic, LLC will reimburse IAIS for such costs. It is anticipated the work will be performed in July 2007.

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Road Paving Professional Services Agreement with Snyder & Associates, Inc.

We engaged Snyder and Associates, Inc. to provide engineering services for a road paving project near the Atlantic plant. The road paving project includes the reconstruction and paving of existing roadways segments near the Atlantic site. The agreement provides for four types of services – right of way services, design services, bid services, and construction services. Right of way services include the determination of right of way needs for the project and the preparation of acquisition plats at an estimated price of $7,500. Design services include field surveys, preparation of preliminary design drawings, and preparation of construction documents at an estimated price of $132,500. Bid services include the supplying of necessary construction documents, advertising, and bidding award recommendations at an estimated cost of $2,500. Construction services include site observation, construction observation, and construction testing at an estimated cost of $102,300. The agreement may be terminated by either party after giving seven (7) days written notice to the other party.

Water and Sewer Extension Professional Services Agreement with Snyder & Associates, Inc.

We entered into an agreement with Snyder and Associates, Inc. for engineering services in connection with a sewer and water extension project at the Atlantic plant. The agreement provides for four types of services – right of way services, design services, bid services, and construction services. Right of way services include the determination of right of way and easement needs for the project and the preparation of plats at an estimated price of $3,000. Design services include field surveys, preparation of preliminary design drawings, and preparation of construction documents at an estimated price of $22,500. Bid services include the supplying of necessary construction documents, advertising, and bidding award recommendations at an estimated cost of $2,000. Construction services include site observation, construction observation, and construction testing at an estimated cost of $14,500. The agreement may be terminated by either party after giving seven (7) days written notice to the other party.

Water Services Agreement with U.S. Water Services

We entered into an agreement with U.S. Water Services for water treatment services at the Atlantic plant. If U.S. Water Services satisfactorily performs the engineering services support work required by the agreement with a value of $78,000, it is expected that we will partner with U.S. Water Services for long-term water treatment chemicals and services.

Construction and Timetable for Completion of the Project

     Assuming this offering is successful, and we are able to complete the debt portion of our financing, we estimate that the Atlantic project will be completed approximately 15 to 18 months after construction commences and the Denison expansion will be completed 15 to 18 months after construction commences. The estimated timetable for the Atlantic plant further assumes that two months of detailed design will occur prior to closing on our financing and a 16-month construction schedule will be followed by two months of testing and start-up. We believe that the two-month cushion provided in the estimated timeframe will be sufficient to effectively deal with the occurrence of routine, non-material unplanned contingencies.

These estimated construction schedules also assumes that weather will be the same as it has been over the last several years, and that we will not experience unusual weather conditions or events during the construction period, such as flooding. The timetables also assume that a drastic change in the interest rates will not affect our ability to obtain debt-financing commitment, and other factors beyond our control do not upset our timetable. There can be no assurance that the timetables that we have set will be followed, and factors or events beyond our control could hamper our efforts to complete the project in a timely fashion. Fagen, Inc. based its estimate of 15 to 18 months for the Atlantic plant and 15 to 18 months for the Denison plant expansion on the average time it has taken to build similar plants over the past five years.

Consulting Agreements

Consulting Agreement with Project Manager

     In February 2006, the company entered into a verbal consulting agreement with Jack Ryan, a shareholder of Amaizing Energy Atlantic, LLC and the project manager for the Atlantic plant. Mr. Ryan will assist in negotiating contracts, raising equity, and securing debt financing for the Atlantic plant and receives a monthly rate of $8,333 for his consulting services. The agreement will continue through June 2007.

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Consulting Agreement with Terracon Consultants, Inc.

     We entered into a consulting agreement with Terracon Consultants, Inc. under which Terracon was to provide geotechnical exploration, field exploration, and laboratory testing of the sites originally proposed for the Atlantic plant. The agreement states that Terracon will further provide wetland delineation services and conduct a Phase I Environmental Site Assessment for the potential sites. Terracon is also required to prepare reports for each site containing evaluations and recommendations for the respective site. The cost for these services is estimated to be approximately $43,000.

Engineering Services Agreement with Mechanical & Materials Engineering LLC

     We entered into an agreement for technical and advisory engineering services with Mechanical & Materials Engineering LLC (M&M) in connection with our failed feedwater pre-heater tubing at the Denison plant. Under this agreement, M&M will inspect the pre-heater tubing for damage, provide a laboratory analysis of the source tube and review water treatment practices and monitoring for cook water and feedwater and recommend changes that will help prevent future problems with the pre-heater tubing. The estimated cost for these services is $9,200.

Consulting and Engineering Services Agreement with Sundquist Engineering, P.C.

     We engaged Sundquist Engineering, P.C. to assist with the determination of the feasibility of constructing the Amaizing Energy Denison expansion project in the proposed site, which is located near the Boyer River and the Canadian National Railway. Sundquist Engineering will provide an analysis as to the minimum level of protection required for construction of the plant in the flood plane and allowable encroachment on the floodway. The first phase of engineering services to be provided by Sundquist will be a preliminary survey at an estimated cost of $1,500. The second phase of engineering services will involve the development of a hydraulic model at an estimated cost of $1,350.

Marketing Agreements

Ethanol Sales and Marketing Agreement with Provista Renewable Fuels Marketing, LLC

     We have engaged Provista Renewable Fuels Marketing, LLC (Provista) to market all of the ethanol produced at our Denison plant for a term commencing on January 1, 2007 and continuing for two years thereafter. Our ethanol is required to meet motor fuel quality ethanol industry standards. The agreement provides that Provista will market on our behalf the entire output of ethanol produced at our Denison plant. As our marketer, Provista will arrange ethanol sales contracts with buyers and coordinate the transportation and delivery of our ethanol. Following the completion of the initial two-year term, the agreement will subsequently renew for successive one-year terms unless terminated by either party. Either party may elect in writing to terminate the agreement within ninety days prior to the end of the initial term or any one-year renewal term. We have not yet entered into an agreement for the marketing of ethanol that will be produced at the Atlantic plant. We intend to engage Provista as our marketer for the ethanol produced at our Atlantic plant.

Distillers Grains Marketing Agreement with United Bio Energy Ingredients, LLC

     We have engaged United Bio Energy Ingredients, LLC (UBE) to market the distillers grains produced at the Denison plant. UBE has agreed to use its best efforts to market and obtain the best price for the distillers grains we produce in exchange for a percentage of the price received for the distillers grains sold. The distillers grains produced at our plant are required to meet minimum quality standards as defined in the agreement. As our distillers grains marketer, UBE will arrange for the transportation and delivery of our distillers grains. The initial term of this agreement commenced on the date that the plant in Denison began producing ethanol and will continue for two years thereafter. We may terminate this agreement by providing ninety days prior written notice to UBE. The agreement will automatically renew for successive one-year terms unless terminated by either party. We have not yet entered into an agreement for the marketing of the distillers grains that are expected to be produced at the Atlantic plant. We anticipate that we will engage UBE as our marketer for the distillers grains produced at our Atlantic plant.

Regulatory Permits

     Amaizing Energy Holding Company will be subject to multiple air, water and other environmental regulations and will therefore need to obtain a number of environmental permits prior to constructing and expanding the Atlantic and Denison plants respectively. In addition, it is likely that the senior debt financing will be contingent on Amaizing Energy Holding Company’s ability to obtain the

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various required environmental permits. The Iowa Department of Natural Resources (IDNR) may also require Amaizing Energy Holding Company to conduct an environmental assessment prior to considering granting any of those permits.

     Ethanol production involves the emission of various airborne pollutants, including particulate matter (PM/PM-10), carbon monoxide (CO), nitrogen oxides (NOx), sulfur dioxides (SO2), volatile organic compounds (VOCs), and hazardous air pollutants (HAPs). As a result, Amaizing Energy Holding Company will need to obtain air quality construction permits from the IDNR prior to beginning construction activities. Amaizing Energy Holding Company must also apply for, and receive, from the IDNR a storm-water discharge permit, a water withdrawal permit, public water supply permit, and a process water discharge permit.

     Amaizing Energy Holding Company has received permit approval to commence dirt work for the Atlantic project development. Amaizing Energy Holding Company has filed an application for an air permit in Atlantic. The permit process remains underway and is anticipated to be completed in May 2007. Amaizing Energy Holding Company has not yet filed for an air permit for the Denison expansion. It is anticipated that this process will commence in the late summer of 2007. Amaizing Energy Holding Company has applied for permit approval for a Construction Storm Water Pollution Prevention Plan for the Denison plant. Initial improvements under this plan would include tank farm expansion, water treatment and rail improvements. Amaizing Energy Holding Company intends to apply for remaining permits as needed for each project. Amaizing Energy Holding Company does not anticipate problems securing all the required environmental permits, as similar permits are in place for the existing Denison plant. However, if for any reason any of these permits are not granted or issuance is significantly delayed, construction costs for the plant may increase, or the plant may not be constructed at all. In addition, the IDNR could impose conditions or other restrictions in the permits that are detrimental to Amaizing Energy Holding Company or which increase costs above those assumed in this project. The IDNR and the U.S. Environmental Protection Agency (EPA) could also change their interpretation of applicable permit requirements or the testing protocols and methods necessary to obtain a permit either before, during or after the permitting process. The IDNR and the EPA could also modify the requirements for obtaining a permit. Any such event would likely have a material adverse impact on our operations, cash flows and financial performance.

     Even if Amaizing Energy Holding Company receives all required permits from the IDNR, Amaizing Energy Holding Company may also be subject to further EPA emission regulations. Current EPA statutes do not require Amaizing Energy Holding Company to obtain separate EPA approval in connection with construction and operation of the proposed plants. Additionally, environmental laws and regulations, both at a federal and state level, are subject to change and changes can be made retroactively. Consequently, even if Amaizing Energy Holding Company has the proper permits at the present time, Amaizing Energy Holding Company may be required to invest considerable resources in order to comply with future environmental regulations or new or modified interpretations of existing regulations, to the detriment of our financial performance.

     Amaizing Energy Holding Company has engaged Air Resources Specialists, Inc., an environmental consulting firm based in Fort Collins, Colorado, to coordinate, advise and assist in obtaining certain environmental, plans, submissions, and programs for both plants.

Construction, Operation and Air Permits

     Amaizing Energy Holding Company’s preliminary estimates indicate that the ethanol plants will be considered a minor source of regulated criteria air pollutants. There are a number of emission sources that are expected to require permitting. These sources include, but are not limited to, boilers, thermal oxidizers, DDGS dryers, ethanol process equipment, storage tanks, wet scrubbers, and bag houses. The types of regulated pollutants that are expected to be emitted from the plant include PM/PM-10, NOx, CO, SO2, VOC, and HAPs. These activities and emissions result in the need to obtain air quality construction permits for each new source of emissions.

     The emissions limitations will be made enforceable through the construction permits. If these limitations are exceeded, Amaizing Energy Holding Company could be subjected to expensive fines, penalties, injunctive relief, and civil or criminal law enforcement actions. There is also a risk that further analysis prior to construction, a change in design assumptions resulting in an emissions increase, testing protocols or methods, or a change in the interpretation of regulations may require us to file for a permit under the PSD program. If Amaizing Energy Holding Company must file to obtain a PSD permit, then Amaizing Energy Holding Company may experience significantly increased expenses and a significant delay in obtaining an air permit. There is also a risk that the Department of Natural Resources might initially reject the air permit application and request additional information, further delaying start-up and increasing expenses. Even if Amaizing Energy Holding Company obtains an air pollution construction permit prior to construction, the air quality standards or the interpretation of those standards may change, thus requiring additional control equipment or more stringent permitting requirements.

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     It is also possible that in order to comply with applicable air regulations or to avoid having to obtain a PSD air permit that Amaizing Energy Holding Company would have to install additional air pollution control equipment such as additional or different scrubbers or thermal oxidizers. Amaizing Energy Holding Company has submitted an application for the Atlantic plant and anticipates approval in May 2007. An application for the Denison plant expansion will be submitted approximately 120 days before beginning construction. If granted, the permits will be valid until the plant is modified or there is a process change that changes the air emission inventory, at which time an appropriate modification will be applied for. Although Amaizing Energy Holding Company currently does not anticipate any significant problems, there can be no assurance that the IDNR will grant Amaizing Energy Holding Company these permits.

New Source Performance Standards

     The plants will be subject to New Source Performance Standards (NSPS) for leaks associated with the ethanol plants’ liquid processes (Subpart VV), the storage of volatile organic compounds in tanks (Subpart Kb), and the production of steam (Subpart Db or Dc). These duties include initial notification, emission limits, compliance and monitoring requirements and record keeping requirements. Current operations at the Denison plant are subject to these standards. The same plan will be adopted for the Atlantic and modified for the specifics of that location.

Maximum Achievable Control Technology Limits

     On February 26, 2004 the U.S. Environmental Protection Agency Administrator signed the final Maximum Achievable Control technology (MACT) Standards for Industrial, Commercial, and Institutional Boilers and Process Heaters (40 CFR 63 Subpart D). The regulation applies to any boiler or process heater that is located at or is part of a major source of HAPs, which by definition annually emits more than 10 tons of a single HAP or more than 25 tons of total combined HAPs. We anticipate that the plant will not emit more than 10 tons of a single HAP or more than 25 tons of total combined HAPs. If our plant exceeds those limits, then in addition to meeting Title V permitting requirements, the plant will be subject to particulate matter or total selected metals, Hydrogen Chloride, Mercury, and/or Carbon Monoxide limits. In addition, facilities subject to this rule must monitor and record routine operations data, and submit periodic reports to the EPA or Iowa once Iowa adopts the regulation.

Waste Water Discharge Permit

     Amaizing Energy Holding Company expects to use water to cool the closed circuit systems in the plant. In order to maintain a high quality of water for the cooling system, the water will be continuously replaced with make-up water. As a result, this plant will discharge clean, non-contact cooling water from boilers and the cooling towers. Several discharge options, including publicly owned treatment works, use of a holding pond, discharge to a receiving stream, subsurface infiltration, irrigation and other options are under consideration by our consulting engineers and us. Each of these options will require an appropriate permit.

     Amaizing Energy Holding Company must submit the applicable permit application(s) no later than 180 days prior to discharge. In Iowa, coverage is provided by the National Pollution Discharge Elimination System (NPDES) permit program. Amaizing Energy Holding Company currently has a NPDES permit for the Denison plant, and expects to be able to modify the existing permit to incorporate the new discharges from the Denison Expansion.

Storm Water Discharge Permit and Storm Water Pollution Prevention Plan (SWPPP Permits)

     Before beginning Phase I dirt work, Amaizing Energy Holding Company must obtain coverage under the IDNR NPDES General Permit No. 2, Storm Water Discharge Associated with Industrial Activity for Construction Activities. Prior to the commencement of dirt work for the construction of the plants, Amaizing Energy Holding Company must file a Notice of Intent (NOI) for coverage under the General Permit. In order to complete coverage under the General Permit, Amaizing Energy Holding Company must prepare and implement a Storm Water Pollution Prevention Plan (SWPPP), and publish a description of the discharge activity in the two newspapers with the largest circulation in the area around the plants. If the IDNR does not object to the NOI, Amaizing Energy Holding Company could begin dirt work and allow storm water discharge within 24 hours after filing the NOI and implementing the SWPPP. As part of implementing the SWPPP, Amaizing Energy Holding Company will be subject to certain reporting and monitoring requirements. Amaizing Energy Holding Company anticipates, but there can be no assurances, that Amaizing Energy Holding Company will be able to obtain these permits.

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Spill Prevention, Control and Countermeasures Plan

     Before Amaizing Energy Holding Company can begin operations at the new plants, Amaizing Energy Holding Company must prepare a Spill Prevention Countermeasure and Control plan (SPCC) in accordance with the guidelines contained in 40 CFR §112. The plan must be reviewed and certified by a professional engineer. This plan is intended to limit or avoid releases of petroleum containing products. The Denison plant currently has a SPCC plan in place and will update this to reflect the specifics of the expanded plant. The same type of plan will be adopted for the Atlantic plant and modified for the specifics of that location.

Risk Management Plan

     Amaizing Energy Holding Company will use anhydrous ammonia in the production process. Pursuant to section 112(r)(7) of the Clean Air Act, stationary sources with processes that contain more that a threshold quantity of a regulated substance are required to prepare and implement a Risk Management Plan, (“RMP”). By using anhydrous ammonia, Amaizing Energy Holding Company must establish a prevention program to prevent spills or leaks of the ammonia and an emergency response program in the event of spills, leaks, explosions or other events that may lead to the release of ammonia into the surrounding area. The same requirement is also true for the denaturant storage and handling. Amaizing Energy Holding Company will need to conduct a hazard assessment and prepare models to assess the impact of an ammonia and/or denaturant release into the surrounding area. The program will be presented at one or more public meetings. In addition, it is likely that Amaizing Energy Holding Company will have to comply with the prevention requirements under OSHA’s Process Safety Management Standard. These requirements are similar to the RMP requirements. Amaizing Energy Holding Company already has an RMP in place, and will update this plan prior to bringing onsite additional ammonia and denaturant.

Environmental Protection Agency

     Even if Amaizing Energy Holding Company receives all Iowa environmental permits for construction and operation of the plants, Amaizing Energy Holding Company will also be subject to oversight activities by the EPA. There is always a risk that the EPA may enforce certain rules and regulations differently than Iowa’s environmental administrators. Iowa and EPA rules are subject to change, and any such changes could result in greater regulatory burdens.

Expected Timing of Permitting and Consequences of Delay or Failure

     Amaizing Energy Holding Company’s acquisition of many of the various required permits is time sensitive. Adverse consequences could result from any delay or failure to get a specific permit. Without the air pollution construction permits, Amaizing Energy Holding Company will be unable to begin construction on the new plants. The air construction permit for the Atlantic project has been approved. The Company has submitted the air construction permit application for the Denison expansion project and anticipates approval in May 2007. Amaizing Energy Holding Company anticipates that if granted the air pollution construction and operation permit, Amaizing Energy Holding Company will commence construction thereafter, assuming Amaizing Energy Holding Company successfully completes the equity offering and secures debt financing. Once granted, the permit is valid indefinitely until the plant is modified or there is a process change that changes air emissions. Amaizing Energy Holding Company must apply for a Title V operating permit after one year of operations. The operating permit will incorporate and supersede the requirements of the construction permits.

     Amaizing Energy Holding Company must complete an application for coverage under IDNR NPDES General Permit No. 2 for construction activity stormwater discharge prior to beginning site grading. In addition, Amaizing Energy Holding Company will apply for coverage under the IDNR NPDES General Permit No. 1 for industrial activity stormwater discharge prior to operating the plant. Coverage under the General Permits will require implementation of Storm Water Pollution Prevention Plans. Amaizing Energy Holding Company must update the Spill Prevention Countermeasure and Control plan before the commencement of operations. Amaizing Energy Holding Company must obtain a high capacity water withdrawal permit before it begins operations. There is no assurance that this permit will be granted. Amaizing Energy Holding Company must also obtain an Alcohol Fuel Producer’s Permit, post an operations bond, and file certain information with the ATF before commencing operations. There is no assurance that this Permit will be granted. Without any of the air pollution construction permit, the waste water discharge permit, the various storm water discharge permits, water withdrawal permit, spill prevention countermeasure and control plan, and alcohol fuel producer’s permit, Amaizing Energy Holding Company will be unable to begin or continue construction.

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Federal Aviation Administration Permit

     Due to the location of the Atlantic Plant, Amaizing Energy Holding Company will be required to receive an FAA permit for the project. An FAA application has been submitted for the Atlantic plant. The application identifies the location and height of the tallest structure. The FAA reviews and determines if there is an impact on air space. The application is currently approved for 163 feet. In a review of facility structures, the tallest structure is the 200 ft. grain leg therefore an amended application has been submitted. Amaizing Energy Holding Company believes at this time that it will receive an amended permit for the 200 ft. structure. If the amended application is not approved the grain leg will be shortened to not exceed 163 feet. The impact to the grain receiving and storage area is not known at this time. An FAA permit will not be required for the Denison expansion.

Nuisance

     Even if we receive all EPA and Iowa environmental permits for construction and operation of the plant, we may be subject to the regulations on emissions by the EPA. Ethanol production has been known to produce an odor to which surrounding residents could object, and may also increase dust in the area due to our operations and the transportation of grain to the plant and ethanol and distillers dried grains from the plant. Such activities could subject us to nuisance, trespass or similar claims by employees or property owners or residents in the vicinity of the plant. To help minimize the risk of nuisance claims based on odors related to the production of ethanol and its byproducts, we intend to install a thermal oxidizer in the plant. See “DESCRIPTION OF BUSINESS — Thermal Oxidizer.” Nonetheless, any such claims, or increased costs to address complaints, may reduce our cash flows and have a negative impact on our financial performance. In addition, we anticipate installing a dust collection system to limit the emission of dust. We are not currently involved in any litigation involving nuisance claims.

DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Identification of Directors, Executive Officers and Significant Employees

     The following table shows the directors and officers of Amaizing Energy Holding Company, LLC as of the date of this prospectus:

Board Member	Position with the company
Sam Cogdill	Chairman & CEO
Becky Constant	Director & Vice President
Bill Hammitt	Director &Treasurer
Nick Cleveland	Director & Secretary
Craig Brodersen	Director
Dr. Mark A. Edelman	Director
Chuck Edwards	Director
Eugene Gochenour	Director
Steve Myers	Director
Garry Pellet	Director
Bill Preston	Director
Dave Reinhart	Director
David Reisz	Director
Tom Smith	Director
Don Sonntag	Director
Dave Stevens	Director
Dave VanderGriend	Director

Additional Officers	Position with the company
Al Jentz	President & Project Manager
Connie Jensen	Chief Financial Officer

     We currently have 17 initial directors, all of which have been appointed by 3 appointing members. These rights of appointment will continue for the five years following the effective date of our operating agreement. Additionally, our operating agreement provides that the first two members that purchase $15 million or more in membership units in Amaizing Energy Holding Company during this registered offering will be entitled to appoint a director to our board until the five year anniversary of the effective date of our operating agreement, which was January 23, 2007. See “SUMMARY OF OUR OPERATING AGREEMENT” for more information on the appointment of our directors.

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Business Experience of Directors and Officers

     The following is a brief description of the business experience and background of our officers and directors.

          Directors

     Outlined below is a brief overview of each director’s experience.

     Craig Brodersen, Director, Age 48, 1865 190th Street, Charter Oak, Iowa 51439. Mr. Brodersen is a graduate of Denison Community High School and has been farming since 1977. He worked as a crop adjuster for seven years. He has served as a director of Amaizing Energy Holding Company since inception.

     Nick Cleveland, Director and Secretary, Age 57, 1160 Panora Avenue, Woodbine, Iowa, 51579. Mr. Cleveland has been the operator of a family century farm, and cow/calf heard, for the past 35 years. He rents additional acres, and is General Partner in a 2500 acre Farming Partnership. Mr. Cleveland is an active member in the Iowa Corn Grower and Soybean Association. He has served as a director of Amaizing Energy Holding Company since inception.

     Becky Constant, Vice President and Director, Age 54, 22950 Weston Avenue, Underwood, Iowa 51576. Ms. Constant and her late husband, Joe, owned and operated a farm supply business in Underwood, Iowa, and owned and operated farms in southwest Iowa, Minnesota and Missouri. Ms. Constant continues to take an active role in the farm operations. Ms. Constant is a graduate of Jennie Edmundson School of Nursing in Council Bluffs, Iowa and has worked 25 years as a psychiatric nurse. She has served as Vice President and director of Amaizing Energy Holding Company since inception.

     Sam Cogdill, Chairman and CEO, Age 58, 3737 155^th Street, Dunlap, Iowa 51529. Mr. Cogdill graduated from Iowa State University with a degree in Agricultural Business and Accounting. Since 1979 he and his brothers, Pat and Frank Cogdill, have owned and operated Cogdill Farm Supply Inc. with Mr. Cogdill serving as President. He is also owner and operator of a cash grain farm. Mr. Cogdill was a founding board member at Lincoln Way Energy LLC of Nevada, IA and has served as Chairman, CEO and Director of Amaizing Energy Holding Company since inception.

     Dr. Mark A. Edelman, Director, Age 53, 211 Ridgewood Drive, Huxley, Iowa 50124. Dr. Edelman is a Professor of Economics at Iowa State University. He has been a faculty member in the ISU College of Agriculture since 1986. He is an Extension Economist and serves as the Director of the Community Vitality Center at ISU. He earned B.S. and M.S. degrees in Agricultural Economics from Kansas State University and a Ph.D. in Agricultural Economics from Purdue University. Dr. Edelman is co-founder of NEK-SEN Energy, LLC a renewable energy research and development company based in Sabetha, Kansas. He has served as a director of Amaizing Energy Holding Company since inception.

     Chuck Edwards, Director, Age 56, 2902 Chestnut, Atlantic, Iowa 50022. Mr. Edwards is the President and CEO of Rolling Hills Bank & Trust, which is a 108 million dollar banking institution and has six banking locations in southwest Iowa. He has been involved with many civil and working boards over the past years. He has served as a director of Amaizing Energy Holding Company since inception.

     Eugene Gochenour, Director, Age 51, 2075 174th Trail, Mondamin, Iowa 51557. Mr. Gochenour grew up in Harrison County and graduated from Logan-Magnolia High School. He has farmed in Harrison and Monona Counties since 1974. Mr. Gochenour started a drainage tile business in 1996. He has served as a director of Amaizing Energy Holding Company since inception.

     Bill Hammitt, Treasurer and Director, Age 55, 3620 240th Street, Portsmouth, IA 51565. Mr. Hammitt grew up in Harrison County and graduated from Tri-Center High School and Iowa State University. Mr. Hammitt was a full-time employee for the USDA-NRCS in Nebraska, Minnesota and Iowa for fifteen years and a part-time employee for the past sixteen years. He has been a no-till farmer in Harrison County for 26 years. Mr. Hammitt is also Commissioner for the Harrison County Soil and Water Conservation District. He has served as a director of Amaizing Energy Holding Company since inception.

     Steve Myers, Director, Age 57, 1342 Wahpeton Pass, Brookings, South Dakota, 57006. Mr. Meyers received his B.S. in Business Management from the University of South Dakota. He is also a graduate of the Graduate School of Banking at Southern Methodist University, Dallas, Texas. Steve currently serves as President of Capitaline Advisors, LLC, a private equity investment

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management firm specializing in renewable energy investments. Prior to serving as President, Mr. Myers served as Managing Director of Capitaline Advisors from 2003 to December 2005. Mr. Myers also serves as President of Myden Co., a holding company that owns real estate and other investments, a position he has held since 1996. He has served as a director of Amaizing Energy Holding Company since inception.

     Garry Pellett, Director, Age 63, 2504 Country Oak Drive, Atlantic, Iowa 50022. Mr. Pellett received a B.S. in agriculture from Iowa State University. He is currently employed by Pellett Petroleum Co. Inc. and is very active in his own farms and the extended family farming operations. He is currently serving on the CADO agriculture value-added task force. He has served as a director of Amaizing Energy Holding Company since inception.

     Bill Preston, Director, Age 65, 206 South 96^th Street, Omaha, Nebraska 68114. Mr. Preston received a B.S. in Civil Engineering from Polytechnic Institute of Brooklyn and a Masters of Science in Civil Engineering from Massachusetts Institute of Technology. Bill has been employed as President and Director of Midwest First Financial Inc. for over fourteen years. He has served as a director of Amaizing Energy Holding Company since inception.

     Dave Reinhart, Director, Age 57, 206 North 6^th St Place, Guthrie Center, Iowa 50115. Mr. Reinhart graduated from the University of South Dakota. Since 1975 he has been in the grocery business with his brothers Tom and Don. They currently own and operate supermarkets in Guthrie Center, Panora and Stuart, Iowa. Mr. Reinhart was a founding board member of Platte Valley Fuel Ethanol in Central City, Nebraska, and Val-E Ethanol in Ord, Nebraska. He has been the owner of Reinhart Brothers, Inc. for the past 32 years. He is currently a board member of CORN LP in Goldfield, Iowa, Big River Resources in Burlington, Iowa, and Platinum Ethanol, in Arthur Iowa. He has served as a director of Amaizing Energy Holding Company since inception.

     David Reisz, Director, Age 56 2394 240^th Street, Denison, Iowa 51442. Mr. Reisz is a life-long resident of Crawford County and graduated from Denison Community High School in 1969. He has farmed for over 35 years. Today he and his son farm approximately 2000 acres. In addition, he has a cow calf operation consisting of 200 cows. He has served as a director of the Amaizing Energy Holding Company since inception.

     Tom Smith, Director, Age 61, 5910 Norman Road, Lincoln, Nebraska 68512. Mr. Smith graduated from the University of Nebraska, College of Business Administration in 1968. Mr. Smith is Chairman and CEO of SMITH HAYES Financial Services, which he and Tom Hayes started in December of 1985. Mr. Smith, along with Tom Hayes and David Schmidt, started Concorde Management and Development, a real estate property management company that has developed various real estate properties over the past 20 years. In 1992 Mr. Smith and Bill Preston, another one of our directors, started Midwest First Financial, Inc. Midwest currently has a portfolio consisting of approximately $110 million of non-performing real estate loans that are managed from the Omaha offices. Mr. Smith is a member of the boards of directors of Jacob North Companies and Global Industries. He has served as a director of Amaizing Energy Holding Company since inception.

     Don Sonntag, Director, Age 67, 58979 Marne Road, Atlantic, Iowa 50022. Mr. Sonntag owns 550 acres that are farmed with his son. Mr. Sonntag has also been involved in Atlantic community job development for over 40 years. He is actively involved in property development in the Atlantic area building homes, condominiums and developing residential lots for the area. He has served as a director of Amaizing Energy Holding Company since inception.

     David Stevens, Director, Age 50, 1005 C Street, Woodbine, IA 51579. Mr. Stevens is employed with Harrison County Rural Electric Cooperative as Director of Operations and Economic Development Coordinator. He has a Power Lineman Degree form Northwest Iowa Community College. He has served as a director of Amaizing Energy Holding Company since inception.

     Dave VanderGriend, Director, Age 53, 2729 Wild Rose, Wichita, Kansas 67025. Mr. VanderGriend is the President and CEO of ICM Engineering. Prior to founding ICM Engineering in 1995, Mr. VanderGriend served as Vice President of Operations for High Plains Corporation (now Abengoa BioEnergy). Mr. VanderGriend left High Plains in early 1995 to start ICM, headquartered in Colwich, KS. He has served as a director of Amaizing Energy Holding Company since inception.

          Additional Officers

     Outlined below is a brief overview of the experience of our additional officers.

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     Alan H. Jentz, President & General Manager. Mr. Jentz initially began his involvement with Amaizing Energy, L.L.C. in 2000 when he served on the steering committee for the Denison Plant. Mr. Jentz officially joined Amaizing Energy in 2004 as General Manager and was promoted to president in 2006. Prior to joining Amaizing Energy, Mr. Jentz spent 17 of years with ADM. His most recent position with ADM was General Manager of a multi-location grain operation based in Denison, Iowa. Mr. Jentz holds a Bachelors Degree in Agriculture Business and Agriculture Mechanization from the University of Wisconsin-Platteville. He currently serves as president of Amaizing Energy Holding Company.

     Connie Jensen, Chief Financial Officer. Ms. Jensen joined Amaizing Energy, L.L.C. in April of 2005 as Controller and was promoted to Chief Financial Officer in 2006. Prior to joining Amaizing Energy, L.L.C., Ms. Jensen served as an agent for the Internal Revenue Service in Omaha, Nebraska from 2003 until 2005. Prior to working for the Internal Revenue Service, Ms. Jensen spent over 20 years with United Food and Commercial Workers in a variety of positions. Most recently, Ms. Jensen held the position of Treasurer and Chief Financial Officer of United Food and Commercial Workers’ Denison, Iowa office. Ms. Jensen graduated from Buena Vista University with a degree in business and accounting. Ms. Jensen currently serves as chief financial officer of Amaizing Energy Holding Company.

Committees of the Board of Directors

     The company intends to create standing committees for audit, finance, nominating, and compensation committees of the board of directors. In the interim, the board of directors shall perform all such applicable functions.

Audit Committee

     The audit committee will oversee our accounting and financial reporting processes, as well as the audits of our financial statements, including retaining and discharging our auditors. Our audit committee will comply with the independence requirements of the rules of the SEC under the Securities and Exchange Act of 1934, as amended.

Nominating and Corporate Governance Committee

     The nominating and corporate governance committee’s responsibilities will include identifying and recommending to the board appropriate director nominee candidates and providing oversight with respect to corporate governance matters.

Compensation Committee

     The compensation committee will oversee the administration of our benefit plans, review and administer all compensation arrangements for executive officers and establish and review general policies relating to the compensation and benefits of our officers and employees.

Risk Management Committee

     The risk management committee will oversee the procurement and pricing of our feedstock and other inputs as well as the marketing of our ethanol and distillers grains.

Construction Committee

     The construction committee will oversee the construction process of any construction activity related to the anticipated development of the Atlantic plant as well as the anticipated expansion of the Denison plant.

SELLING SECURITY HOLDERS

     Three of our unitholders, Amaizing Energy Cooperative, and Energy Partners, LLC are listed as selling unitholders in this registration statement. These selling unitholders may decide to offer and sell the membership units covered by this prospectus at various times. The selling unitholders will act independently of us in making decision with respect to the timing, manner, and size of each sale.

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     The selling unitholders are registering by this prospectus the offer and sale of an aggregate of 82,324,425 of our membership units presently held by the selling unitholders to provide them flexibility to distribute their membership units to their respective members if deemed appropriate in the future. We will not receive any proceeds from the resale of the membership units by the selling unitholders.

     The following table sets forth certain information regarding beneficial ownership of our membership units by the selling unitholders as of January 31, 2007. The table further sets forth the (i) the name of each selling unitholder who is offering the resale of membership units, (ii) the number of membership units that may be sold in this offering, (iii) the number of membership units to be beneficially owned by each selling unitholder after the completion of this offering assuming the sale of all of the membership units offered by each selling unitholder, and (iv) the percentage of outstanding membership units to be beneficially owned by each selling unitholder after the completion of this offering assuming the sale of all of the membership units offered by each selling unitholder. The percentage of beneficial ownership reported in this table is based upon 107,868,805 of our membership units that were outstanding on January 31, 2007.

Percentage of

Number of

Number of

Percent of

Number of

Membership

Membership

Membership

Class Owned

Membership Units

Units Owned

Units to be

Units Owned

After Offering

Name and Address of Beneficial

Owned Prior to

Prior to

Offered in this

After

if Maximum

Title of Class

Owner(1)

Offering

Offering(1)

Offering

Offering(1)(2)

Units Sold(2)

Membership

Amaizing Energy

Units

Cooperative(3)

2404 West Highway 30

Denison, IA 51442

60,789,140

56.35

%

60,789,140

0

0

%

Membership

Energy Partners, LLC(4)

Units

1225 L Street

Lincoln, NE 68508

21,535,285

19.97

%

21,535,285

0

0

%

TOTAL

82,324,425

76.32

%

82,324,425

0

%

0

%

⁽¹⁾ Beneficial ownership is determined in accordance with the rules of the Securities Exchange Commission and generally includes voting or investment power with respect to securities.

⁽²⁾ Assumes that all membership units offered by the selling unitholders by this prospectus will be sold.

⁽³⁾ Our directors Craig Brodersen, Sam Cogdill, Nick Cleveland, Becky Constant, Eugene Gochenour, Bill Hammitt, Dave Reisz, Dave Reinhart, and Dave Stevens are members of Amaizing Energy Cooperative.

⁽⁴⁾ Our directors Tom Smith and Bill Preston are members of Energy Partners, LLC.

     Amaizing Energy Cooperative and Energy Partners, LLC were each founding members of Amaizing Energy, L.L.C., the entity that originally developed and constructed our existing plant in Denison, Iowa.. Amaizing Energy Cooperative, Energy Partners, LLC, and NEK-SEN Energy, L.L.C. each became a member of Amaizing Energy Holding Company, LLC pursuant to a merger agreement dated January 31, 2007 in which Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC reorganized to become a wholly owned subsidiary of Amaizing Energy Holding Company, LLC. The reorganization of Amaizing Energy, L.L.C. was accomplished through a triangular merger of Amaizing Energy, L.L.C. with and into Amaizing Energy Denison, LLC, a newly formed subsidiary of Amaizing Energy Holding Company, LLC. Similarly, the reorganization of CassCo Amaizing Energy, LLC was accomplished through a triangular merger of CassCo Amaizing Energy, LLC with and into Amaizing Energy Atlantic, LLC, a newly formed subsidiary of Amaizing Energy Holding Company, LLC.

     As part of this merger transaction, members of Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC exchanged their respective membership units in Amaizing Energy, L.L.C. or CassCo Amaizing Energy, LLC for membership units in Amaizing Energy Holding Company. Members of Amaizing Energy, L.L.C. received 6.445 membership units in Amaizing Energy Holding Company for each membership unit of Amaizing Energy, L.L.C. owned as of the merger record date. Members of CassCo Amaizing Energy, LLC received 1 membership unit in Amaizing Energy Holding Company for each members unit of CassCo Amaizing Energy, LLC owned as of the merger record date. Further, as a member of CassCo Amaizing Energy, LLC, Amaizing Energy, L.L.C. received membership units in Amaizing Energy Holding Company in exchange for its proportionate share of membership units owned in CassCo Amaizing Energy. Such units were distributed by Amaizing Energy, L.L.C. to its members, including Amaizing Energy Cooperative and Energy Partners, LLC. As a result of this reorganization and merger transaction, Amaizing Energy Cooperative

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received 60,789,140 membership units in Amaizing Energy Holding Company and Energy Partners, LLC received a total of 21,535,285 units in Amaizing Energy Holding Company,

     Nine of our directors are currently members of Amaizing Energy Cooperative — Craig Brodersen, Sam Cogdill, Nick Cleveland, Becky Constant, Eugene Gochenour, Bill Hammitt, Dave Reinhart, Dave Reisz, and Dave Stevens. Additionally, our president and general manager, Al Jentz, and our chief financial officer, Connie Jensen, are members of Amaizing Energy Cooperative. Two of our directors are currently members of Energy Partners, LLC – Tom Smith and Bill Preston. Therefore, should Amaizing Energy Cooperativeand/or Energy PartnersLLC decide to distribute their membership units in Amaizing Energy Holding Company to their respective members in the future, these directors and officers would acquire membership units in Amaizing Energy Holding Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows information known to us with respect to the beneficial ownership of our membership units as of January 31, 2007 by each person or group of affiliated persons whom we know to beneficially own more than 5% of our membership units and our directors and officers. Our directors and officers do not directly own any membership units in the company. However, many of our directors and officers own membership units in one or more of our members, as indicated in the footnotes to the following table.

     Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities Exchange Commission and generally includes voting or investment power with respect to securities. This information does not necessarily include beneficial ownership for any other purpose. To our knowledge, except as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all membership units shown as beneficially owned by them.

     Percentage of beneficial ownership before this offering is based on 107,868,805 units outstanding as of January 31, 2007. We base percentage of beneficial ownership after this offering on ___ units outstanding immediately after this offering after giving effect to the sale of the minimum number of units, ___ units in this offering.

							Percentage of Total After the Offering
	Name and Address of Beneficial	Amount and Nature		Percent of Class			Maximum Units	Minimum Units Sold
Title of Class	Owner(1)	of Beneficial Owner		Prior to Offering			Sold in Offering	in Offering
Membership	Amaizing Energy
Units	Cooperative(1)
	2404 West Highway 30
	Denison, IA 51442		60,789,140		56.35	%
Membership Units	Atlantic Energy, LLC (2)		500,000		0.46	%
	707 Poplar St.
	Atlantic, Iowa 50022
Membership Units	Capitaline Renewable Energy, LP (3)		9,939,362		9.21	%
	326 Main Avenue, Suite 208
	Brookings, SD 57006
Membership Units	Energy Partners, LLC(4)		21,535,285		19.97	%
	1225 L Street
	Lincoln, NE 68508
Membership Units	ICM, Inc. (5)		4,969,681		4.61	%
	310 N. First Street
	Colwich, KS 67030-0397
Membership Units	NEK-SEN Energy, LLC(6)		5,000,000		4.64	%
	205 South 8th Street, Suite 2
	Sabetha, KS 66534

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(1)	Our directors Sam Cogdill, Becky Constant, Bill Hammitt, Nick Cleveland, David Reisz, Craig Broderson, Eugene Gochenour, Dave Reinhart, and Dave Stevens are members in Amaizing Energy Cooperative. Also, our president and general manager, Al Jentz, and chief financial officer, Connie Jensen, are members in Amaizing Energy Cooperative.
(2)	Our directors Don Sonntag, Garry Pellett, and Chuck Edwards are members in Atlantic Energy, LLC.
(3)	Our director Steve Meyers is a partner in Capitaline Renewable Energy, LP.
(4)	Our directors Bill Preston and Tom Smith are members in Energy Partners, LLC.
(5)	Our director David VanderGriend is a shareholder in ICM, Inc.
(6)	Our director Mark Edelman is a member in NEK-SEN Energy, LLC.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Officer Compensation

     Sam Cogdill is our current chief executive officer and chairman of the board. Al Jentz currently serves as our president and general manager. Connie Jensen currently serves as our chief financial officer.

     Becky Constant, Nick Cleveland, and Bill Hammitt serve as our vice president, secretary, and treasurer, respectively, but do not receive compensation for their services rendered to the company in such capacities. They are, however, compensated for their services as board members. See “Director Compensation.”

Compensation Discussion and Analysis

Objectives

     The primary objectives of our executive officer compensation program are to attract, retain and motivate individuals with top management talent who make important contributions to the achievement of our business objectives and to reward executives for their contributions to our success. We also seek to align management and unitholder interests by encouraging unitholder value creation. At the same time, our compensation programs are intended to be consistent with our goal of controlling costs. Our compensation program and policies combine base salary and standard benefits along with yearly cash bonuses.

     The company has not yet formed a compensation committee. We expect the compensation committee will oversee the administration of our benefit plants, review and administer all compensation arrangements for executive officers and establish and review general policies relating to the compensation and benefits of our employees, including our executive officers. Until the compensation committee has been established, the board of directors will perform all such applicable functions.

Elements of Executive Officer Compensation

The compensation program for our chief financial officer and president and general manager consists of:

• base salary;

• annual cash bonuses; and

• standard benefits.

     Our chief executive officer, who also serves as chairman of the board, receives a base salary, but is not eligible to receive cash bonuses or receive benefits available to our other employees, including our chief financial officer and president and general manager. Our chief executive officer, however, is compensated for his attendance of monthly board meetings. See “Director Compensation” below for a description of how our directors are compensated.

     Our vice president, secretary and treasurer do not receive any compensation for their services to the company in such capacities. They do receive compensation for their services as directors. See “Director Compensation” below.

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     Base Salary

     The base salaries for our top officers have been set at the levels which we believe reflect the time and effort devoted to our company by such officers. Base salaries are also determined with the goal of providing competitive compensation to recruit, motivate, and retain highly talented top executives. The level of an officer’s base salary is determined by taking into account the scope of the individual’s responsibilities and role in the company, his or her level of experience in the current position, and individual performance. We anticipate that base salaries will be reviewed annually and may be adjusted to better match company performance, compensation levels of our competitors, and/or to recognize an individual’s growth and development in their given position.

     Cash Bonuses

     Under our annual bonus program, discretionary annual cash bonuses are generally paid in the December following our fiscal year end. We do not currently have in place any criteria on which annual bonuses are based. In December 2005 and December 2006, our officers received an annual bonuses based on the 2005 fiscal year and 2006 fiscal year, respectively. The amount of these bonuses were determined by Amaizing Energy, L.L.C.’s human resources committee and approved by the board of directors, taking into account the company’s net income for the appropriate fiscal year. It is anticipated that for the 2007 fiscal year, our board of directors will set aside 1% of the company’s annual net income for the purpose of distributing bonuses to management at fiscal-year end. It is anticipated that the bonuses for fiscal year 2007 will be paid in December 2007 and that our general manager will make the final determination as to the allocation of bonuses. We believe that structuring our bonus structure in this manner will encourage our officers to seek maximum company growth and align our officer’s interests with those of our members. We have not yet established a compensation committee; however, following its formation, we may establish specific individual and/or company performance measures that will be used in allocating bonuses to management.

     Sam Cogdill, our chairman of the board and chief executive officer, does not receive annual bonuses. However, he does receive compensation over and above his base compensation in accordance with our board member compensation structure. See “Director Compensation” below for more information.

     Benefits

     401(k) Plan Contributions

     Our 401(k) retirement savings plan is a defined contribution plan under which qualified employees, including our chief financial officer and president and general manager, may make pre-tax contributions into the plan, up to certain specified annual limits. We also provide employer matching contributions. For 2006, we contributed 100% of employee contributions up to 3% of gross wages of the eligible salary of each employee. For 2007, we expect to contribute 100% of employee contributions up to 4% of gross wages of the eligible salary of each employee. Our chief executive officer and all of our other directors are not eligible to participate in the 401(k) plan.

     The 401(k) plan is provided to assist employees with retirement savings and a matching contribution is made to attract and retain employees and provide them with an incentive to save for retirement. We do not offer any other retirement benefits to our officers or directors.

     Insurance

     We provide our employees with payments for premiums for health, dental, life, short-term disability, and long-term disability insurance. Our chief financial officer and president and general manager are both eligible to participate in these insurance programs. Our chief executive officer and other board members are not eligible.

Health and Dental Insurance. The company pays 90% of the premiums for single employees and 60% of premiums for employees with families.

Life Insurance. The company pays 100% of the premium for a life insurance policy of $50,000 for all employees.

Short-Term Disability Insurance. The company pays 100% of the premium for a short-term disability (13 weeks) plan for all employees.

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Long-term Disability Insurance. The company pays 100% of the premium for a long-term disability plan for all employees.

Equity Compensation

     We do not currently offer any compensatory security option plan or any other equity-based compensation plan for the long-term compensation of our executive officers in place. Furthermore, none of our directors or officers has any options, warrants or other similar rights to purchase securities of the company.

Pension Benefit Plan, Deferred Compensation Plan

     We offer no pension benefit or deferred compensation plans to our officers.

Change of Control or Severance Agreements

     Our officers do not have change in control agreements or any severance agreements that would provide for benefits upon a change in control or termination of their employment.

Role of Executive Officers in Setting Compensation

     Our chief executive officer, Sam Cogdill, also serves as a member of our board of directors. Our board currently approves the elements and amount of compensation awarded to our officers. Accordingly, our chief executive officer participates as a director in the approval process. Additionally, our chief executive officer may provide opinions as to our officer’s individual performance and achievements and the company’s overall success that are considered in the final determination of our officer’s type and amount of compensation. Our chief financial officer and president may also provide company performance evaluations that are taken into account in determining appropriate management compensation.

Employment Agreements

     We have no employment agreements with any executive officer or director. In the future, we may enter into employment agreements with our executive officers or other employees that we may hire.

Tax Effects of Compensation

     The Internal Revenue Code of 1986 (the Code) contains a provision that limits the tax deductibility of certain compensation paid to executive officers. This provision disallows the deductibility of certain compensation in excess of $1 million per year, unless it is considered performance-based compensation under the Code. None of our executive officers receives compensation in excess of $1,000,000 and therefore we expect all compensation paid to our executive officers to be tax deductible by the Company. We do not anticipate that any of our compensation arrangements will reach this limit in the foreseeable future.

Summary Compensation Table

     Prior to the reorganization and merger transaction in which Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC became subsidiaries of Amaizing Energy Holding Company, Sam Cogdill, our current chief executive officer (CEO) and chairman of the board, Connie Jensen, our current chief financial officer (CFO), and Al Jentz, our current president and general manager, previously served as chairman, treasurer, and general manager for Amaizing Energy, L.L.C., the entity that merged with and into Amaizing Energy Denison, LLC. The table set forth below reflects the compensation awarded to these officers of Amaizing Energy Holding Company, LLC for their services to Amaizing Energy, L.L.C. for Amaizing Energy, L.L.C.’s fiscal year ended September 30, 2006.

							All Other
Name and Principal Position	Year		Salary ($)		Bonus ($)		Compensation ($)			Total ($)
Sam Cogdill, Chief Executive Officer and Chairman		2006		42,500		0		3,950	(1)		46,450
Connie Jensen, Chief Financial Officer		2006		67,000		400		8,260	(2)		75,660
Al Jentz, President and General Manager		2006		104,231		400		2,278	(3)		106,909

(1) Sam Cogdill received this compensation in his capacity as chairman of the board and for his attendance of monthly board meetings.

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(2)	Includes 401(k) matching contributions made by the company and life, health, and dental insurance premiums paid by the company.
(3)	Includes 401(k) matching contributions made by the company and life insurance premiums paid by the company.

     Our CEO, CFO, and president and general manager each received a base salary of $42,500, $67,000, and $104,231, respectively, in connection with their employment by Amaizing Energy, L.L.C. for the fiscal year ended September 30, 2006.

     All employees of Amaizing Energy, L.L.C., including our CFO and president and general manager, received a bonus in the amount of $400 in December 2005. Our CEO, however, did not receive a bonus, as he receives compensation over and above his base salary in accordance with the board compensation structure described below in “Director Compensation.”

     Sam Cogdill, our current CEO and Chairman, previously sat on the board of directors of Amaizing Energy, L.L.C. and received $3,950 for his attendance of Amaizing Energy, L.L.C. board meetings. See “Director Compensation” below for more information regarding the basis on which our directors are compensated. Al Jentz, our president and general manager, and Connie Jensen, our chief financial officer, received additional compensation in the form of 401(k) matching contributions and insurance premiums.

Director Compensation

     Prior to the reorganization and merger transaction in which Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC became subsidiaries of Amaizing Energy Holding Company, 13 of our current directors previously sat on the board of directors of Amaizing Energy, L.L.C., the entity that merged with and into Amaizing Energy Denison, LLC. The table set forth below reflects the compensation awarded to those 13 members of our current board of directors for their previous membership on the board of directors of Amaizing Energy, L.L.C. for Amaizing Energy, L.L.C.’s fiscal year ended September 30, 2006.

	Fees Earned or Paid		All Other
Name	in Cash ($)		Compensation ($)		Total ($)
Becky Constant		12,550		0		12,550
Nick Cleveland		12,650		308		12,958
Bill Hammitt		12,650		518		13,168
Craig Brodersen		13,550		4,075		17,625
Eugene Gochenour		13,150		23,700		36,850
Steve Meyers		11,400		0		11,400
Bill Preston		11,600		0		11,600
David Reisz		12,850		6,586		19,436
David Reinhart		10,150		0		10,150
Tom Smith		11,300		0		11,300
Dave Stevens		13,200		80		13,280
Dave VanderGriend		10,950		0		10,950

     The compensation figures provided for each director in the second column in the above table entitled “Fees Earned or Paid in Cash” is comprised of two elements of compensation – meeting attendance fees and monthly compensation. For the fiscal year ended September 30, 2006, each Amaizing Energy, L.L.C. board member received a $200 meeting attendance fee for each board meeting attended in person and a $100 meeting attendance fee for each board meeting participated in via telephone the period of October 2005 through December 2005. Starting in January 2006, board members received a $250 meeting attendance fee for each monthly board meeting attended in person and a $150 meet attendance fee for each monthly board meeting participated in via telephone. Additionally, each director received a monthly compensation fee. All Amaizing Energy, L.L.C. board members, with the exception of two of our current directors, Dave Reinhart and Sam Cogdill, received total monthly compensation in the amount of $9,750, or approximately $813 per month. This monthly compensation is generally paid out on a quarterly basis. Dave Reinhart received monthly compensation totaling $8,750, or approximately $730 per month, because he was a new member to the board and was not an active board member for the entire fiscal year. Sam Cogdill, as chairman of the board, earned total annual compensation of $42,500, or approximately $3,452 per month, as reflected in the Summary Compensation Table under “Executive Officer Compensation.”

     Some of our current directors also earned additional compensation at an hourly rate of $10 for their clean-up efforts related to a collapse of an Amaizing Energy, L.L.C. grain elevator in December of 2005. All of the compensation reflected in the third column of

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the above table entitled “All Other Compensation” relates to compensation received by our board members in such clean-up effort. All persons contributing to the clean-up project, including board members, with the exception of Eugene Gochenour, received the same hourly wage for their services. Eugene Gochenour served as the project manager for the Amaizing Energy, L.L.C. grain bin clean-up project and, accordingly, he was paid a daily rate of $300 for his services. Additional compensation was awarded to those persons who contributed the use of their machinery and equipment to the clean-up project. This rate of such additional compensation differed based on the type of equipment or machinery provided.

          Reimbursement of Expenses

     We reimburse our officers and directors for expenses incurred in connection with their service. Our reimbursement policy is to reimburse our directors their reasonable expenses of attending directors’ meetings, including but not limited to expenses related to travel and accommodations. These expenses are minimal.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since our inception, we have engaged in transactions with related parties as described below. Our initial directors constitute the founding members of Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC, the entities that were merged into Amaizing Energy Denison, LLC and Amaizing Energy Atlantic, LLC, respectively. All of our initial directors are also appointed by our appointing members. As such, we currently do not have outside directors or unaffiliated unit holders to evaluate related party transactions. Accordingly, any contracts or agreements third parties will not be approved by independent directors since there are none at this time. We do not believe that this will pose a problem, however, because our director’s investment interests in our plant and our members’ investment interests in our plant, including those members who are entitled to appoint all 17 of our initial directors, are generally adverse to the interest of the parties with which we contract. We believe these adverse interests constitute sufficient protection to justify our lack of independent directors. Following the expiration of the rights of appointment provided by our operating agreement on the five year anniversary of our operating agreement, our board of directors will be generally elected by the members. We anticipate independent directors being elected at that time, but cannot guarantee that any independent directors will be elected at that time.

Transactions with Fagen, Inc.

     In July 2006 and May 2007 we entered into a preliminary nonbinding letters of intent with Fagen, Inc. pursuant to which Fagen, Inc. would design and build the Atlantic plant and the Denison plant expansion, respectively. Based on our letters of intent, we anticipate that the contract prices for the construction of the Atlantic plant and the expansion of the Denison plant will be approximately $119,698,000 and $52,160,000, respectively, subject to construction cost index increases. However, the final negotiated price for design and construction of the plants may be higher. Fagen, Inc. previously constructed our existing Denison plant.

     We believe that the terms of our letters of intent with Fagen, Inc. are comparable to those that we could have obtained from an unaffiliated third party. Under the terms of the letters of intent, Fagen, Inc. agrees to enter into a definitive agreement to provide design and construction related services to us provided certain conditions are met. The letter of intent does not constitute binding agreement, but the parties are obligated to enter into good faith negotiations to prepare a definitive agreement. Prior to negotiating a definitive agreement, any party could withdraw from the terms of the letter of intent. Under the letter of intent and if a definitive agreement is executed, Fagen, Inc. agrees to provide services to us in the following areas:

• Those services necessary for us to develop a detailed description of a 100 million gallons per year natural gas-fired dry-grind ethanol production facility located in Atlantic, Iowa and a 40 million gallon per year expansion to the current plant located in Denison, Iowa and to establish a price for which Fagen, Inc. would provide design, engineering, procurement of equipment and construction services for the Atlantic plant and the Denison plant;

• Assistance in evaluating our organizational options, the appropriate location for the plants, and business plan development;

• Reasonable assistance in obtaining our permits, approvals and licenses; and

• Providing a definitive design-build agreement with Fagen, Inc. for the design and construction of the plants.

     One of our members, Fagen Energy, Inc., is an affiliate of Fagen, Inc. Fagen Energy, Inc. was previously a member in Amaizing Energy, L.L.C. As a result of the merger and reorganization transaction in which Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC became wholly owned subsidiaries of Amaizing Energy Holding Company, Fagen Energy, Inc. became a member of

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Amaizing Energy Holding Company, LLC. Fagen Energy, Inc. currently owns 5,135,337 units, or approximately 4.8% of our units outstanding. In addition, Fagen Energy, Inc. could decide to purchase additional units in this offering. We believe that the terms of our arrangements with Fagen, Inc. and all future transactions are and will be as favorable to us as those generally available from unaffiliated third parties. Under our operating agreement, the first two investors that purchase $15,000,000 or more in units in this offering will be entitled to appoint one Class D Director.

Transactions with NEK-SEN Energy, LLC

     On August 16, 2006, NEK-SEN Energy, LLC (NEK-SEN) entered into an agreement with CassCo Amaizing Energy, LLC to contribute its construction slot with Fagen, Inc. in exchange for an ownership interest in CassCo Amaizing Energy, LLC, the entity that originally developed the Atlantic plant. In consideration of its contribution, NEK-SEN was issued $10,000,000 worth of equity in CassCo Amaizing Energy, LLC. As a result of the January 2007 merger and reorganization transaction in which CassCo Amaizing Energy , LLC merged with and into Amaizing Energy Atlantic, a wholly owned subsidiary of Amaizing Energy Holding Company, LLC, NEK-SEN became a member in Amaizing Energy Holding Company, LLC. NEK-SEN currently owns 5,000,000 units in our company, or approximately 4.64% of our units outstanding. Additionally, under our operating agreement, NEK-SEN is entitled to appoint one Class C Director for the first five years following the effective date of our operating agreement. See “SUMMARY OF OUR OPERATING AGREEMENT” for more information on NEK-SEN’s appointment rights. Mark Edelman is currently serving on our board as NEK-SEN’s appointee.

     Further, NEK-SEN could decide to purchase additional units in this offering. Under our operating agreement, the first two investors that purchase $15,000,000 or more in units in this offering will be entitled to appoint one Class D Director. If NEK-SEN meets these requirements, it would be able to control another one of our director seats. We believe that the terms of our arrangements with ICM, Inc. and all future transactions are and will be as favorable to us as those generally available from unaffiliated third parties.

Transactions with ICM, Inc.

     In August 2006 and May 2007 we entered into a preliminary nonbinding letters of intent with Fagen, Inc. pursuant to which Fagen, Inc. would design and build the Atlantic plant and the Denison plant expansion, respectively. Our letters of intent with Fagen, Inc. provide that the construction of the Atlantic plant and the expansion of the Denison plant will utilize the process technology of ICM, Inc.

     The process technology of ICM, Inc. was utilized in the construction of our existing Denison plant and has been involved in the development of our Atlantic plant. ICM, Inc. was previously a member in Amaizing Energy, L.L.C. As a result of the merger and reorganization transaction in which Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC became wholly owned subsidiaries of Amaizing Energy Holding Company, ICM, Inc. became a member of Amaizing Energy Holding Company, LLC. ICM, Inc. currently owns 5,135,337 units, or approximately 4.6% of our units outstanding. In addition, ICM, Inc. will have the opportunity to purchase additional units in this offering.

     David VanderGriend, one of our directors, is an owner of ICM, Inc. Further, ICM could decide to purchase additional units in this offering. Under our operating agreement, the first two investors that purchase $15,000,000 or more in units in this offering will be entitled to appoint one Class D Director. If ICM, Inc. meets these requirements, it would be able to control one of our director seats. We believe that the terms of our arrangements with ICM, Inc. and all future transactions are and will be as favorable to us as those generally available from unaffiliated third parties.

Transactions with UBE Ingredients, LLC

     We have entered into a co-products marketing agreement with UBE Ingredients, LLC (“UBE”) in which UBE will market all of the distillers grain produced at the Denison plant to third parties. UBE is a subsidiary of US BioEnergy Corporation, of which Fagen Energy, Inc., one of our members, is an affiliate.

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Transactions with Provista Renewable Fuels Marketing, LLC

     We have entered into an ethanol sales and marketing agreement with Provista Renewable Fuels Marketing, LLC (Provista) in which Provista will market all of the ethanol produced at the Denison plant. Provista is a joint venture of US BioEnergy Corporation, of which Fagen Energy, Inc., one of our members, is an affiliate, and CHS, Inc.

Future Transactions with Directors, Officers or 5% Unit Holders

     Our operating agreement permits us to enter into agreements and other arrangements with our directors, officers, members and their affiliates. We believe that any and all such transactions in the future will be on terms no more favorable to the managers, officers or members than generally afforded to non-affiliate parties in a similar transaction.

INDEMINIFICATION FOR SECURITIES ACT LIABILITIES

     Our operating agreement provides that none of our directors or officers will be personally liable to our members or us for monetary damages for a breach of their fiduciary duty. This could prevent both our unitholders and us from bringing an action against any director for monetary damages arising out of a breach of that director or officer’s fiduciary duty or grossly negligent business decisions. This provision does not affect possible injunctive or other equitable remedies to enforce a director or officer’s duty of loyalty for acts or omissions not taken in good faith, involving willful misconduct or a knowing violation of the law, or for any transaction from which the director or officer derived an improper financial benefit. It also does not eliminate or limit a director or officer’s liability for participating in unlawful payments or distributions or redemptions, or for violations of state or federal securities laws.

     Under Iowa law and our operating agreement, no member, officer or director will be liable for any of our debts, obligations or liabilities solely because he or she is a member, officer or director. In addition, Iowa law permits, and our operating agreement contains, extensive indemnification provisions which require us to indemnify any officer or director who was or is party, or who is threatened to be made a party to a current or potential legal action because he or she is our director or officer. We must also indemnify against expenses, including attorney fees, judgments, claims, costs and liabilities actually and reasonably incurred by these individuals in connection with any legal proceedings, including legal proceedings based upon violations of the Securities Act of 1933 or state securities laws. Our indemnification obligations may include criminal or other proceedings. We may decide to purchase and maintain insurance on behalf of any director or officer against any liability described in the foregoing provisions.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the issuer pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is contrary to public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

PLAN OF DISTRIBUTION

     Before purchasing any units, an investor must execute a subscription agreement, a promissory note and security agreement and sign our operating agreement. The subscription agreement will contain, among other provisions, an acknowledgement that the investor received a prospectus, such as this, and that the investor agrees to be bound by our operating agreement. All subscriptions are subject to approval by our directors and we reserve the right to reject any subscription agreement.

The Offering

     We are offering, through a direct primary offering on a best efforts basis, a maximum of                      units and a minimum of                      units at a purchase price of $  per unit. You must purchase a minimum of                      units to participate in the offering. You may purchase additional units in                      unit increments. Our board of directors determined the offering price for the units arbitrarily, without any consultation with third parties. The offering price of the units is not, therefore, based on customary valuation or pricing techniques for new issuances. We anticipate that all of our directors will sell our units in this offering, without the use of an underwriter. We will not pay commissions to our directors for these sales. These directors will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. We are exempt from broker-dealer registration with the NASD.

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     Our minimum offering amount is $40,000,000 and our maximum offering amount is $120,000,000. The offering will end no later than [twelve months from the effective date of this registration statement]. If we sell the maximum number of units prior to [twelve months from the effective date of this registration statement], the offering will end on or about the date the maximum number of units is sold. We may choose to end the offering any time prior to [twelve month date], after we sell the minimum number of units. If we abandon the project for any reason, we will terminate the offering. Even if we successfully close the offering by selling the minimum number of units by [one year date], we may still be required to promptly return the offering proceeds to investors if we are unable to satisfy the conditions for releasing funds from escrow. After the offering, there will be                      units issued and outstanding if we sell the maximum number of units offered in this offering and                      units issued and outstanding if we sell the minimum number of units offered in this offering. This includes 107,868,805 units issued as a result of the merger between Amaizing Energy, L.L.C. and CassCo Amaizing Energy, L.L.C..

     Our directors and officers will be allowed to purchase the units that are being offered. These units may be purchased for the purpose of satisfying the minimum amount of units required to close the offering. Units purchased by these individuals and entities will be subject to the same restrictions regarding transferability as described in this prospectus and our operating agreement, and will, therefore, be purchased for investment, rather than resale.

     You should not assume that we will sell the $40,000,000 minimum only to unaffiliated third party investors. We may sell units to affiliated or institutional investors that may acquire enough units to influence the manner in which we are managed. These investors may influence our business in a manner more beneficial to them than to other investors.

     Under our operating agreement, the first two investors that purchase $15 million or more in membership units in this offering will be entitled to appoint one director until the five year anniversary of thee execution of our operating agreement. See “SUMMARY OF OUR OPERATING AGREEMENT” for more information on the appointment rights of our members.

     We expect to incur offering expenses in the amount of approximately $2,168,210 to complete this offering.

Suitability of Investors

     Investing in the units offered hereby involves a high degree of risk. Due to the high degree of risk, you cannot invest in this offering unless you meet the following suitability tests, which vary depending on the state in which you reside as follows:

     For investors that reside in states other than Iowa and Kansas, the following suitability standard applies:

(1) You have annual income from whatever source of at least $45,000 and you have a net worth of at least $45,000 exclusive of home, furnishings and automobiles; or (2) you have a net worth of at least $150,000 exclusive of home, furnishings and automobiles.

     For Iowa investors the following suitability standard applies:

(2) Iowa investors must have a net worth of $60,000 (exclusive of home, automobiles and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $150,000 (exclusive of home, automobiles and furnishings).

     For Kansas investors the following suitability standard applies:

(3) Kansas investors must have a net worth of $60,000 (exclusive of home, automobiles and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $225,000 (exclusive of home, automobiles and furnishings).

     For married persons, the tests will be applied on a joint husband and wife basis regardless of whether the purchase is made by one spouse or the husband and wife jointly.

     Even if you represent that you meet the suitability standards set forth above, the board of directors reserves the right to reject any subscription for any reason, including if the board determines that the units are not a suitable investment for you.

     You must make certain written representations in the subscription agreement, including that you:

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• have received a copy of our prospectus and the exhibits thereto;

• intend to purchase the units for investment and not for resale;

• understand that there is no present market for our units and that there are significant restrictions on the transferability of our units;

• have been encouraged to seek the advice of your legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of our units;

• have received a copy of our operating agreement and understand that upon closing the escrow, you and the membership units will be bound by the operating agreement;

• understand that our units are subject to substantial restrictions on transfer and that in order to sell the units an investor must sell or distribute them pursuant to the terms of the operating agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;

• meet the suitability test outlined in the agreement and are capable of bearing the economic risk of the investment, including the possible total loss of the investment;

• understand that we will place a restrictive legend on any certificate representing any unit;

• understand that we may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;

• may not transfer or assign the subscription agreement, or any of your interest herein;

• have written your correct taxpayer identification number on the subscription agreement;

• are not subject to back up withholding either because you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified you that you are no longer subject to backup;

• understand that execution of the attached promissory note and security agreement will allow us to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults; and

• acknowledge that we may retain possession of certificates representing the units subscribed for to perfect our security interest in those units.

     We will rely on these representations and others in determining whether you understand and have knowledge of the material terms and nature of the investment, so that we can determine whether investment is suitable for you. If we accept your subscription, we will use the information you give us in the subscription agreement for company purposes, such as tax reporting. We will use the representations regarding taxpayer information to defend ourselves if questioned by the IRS about your taxes. Also, if you do not fulfill your obligations under the promissory note and security agreement, we will use the applicable representations from your subscription agreement against you to show that you understood that we can take legal action for payment under the promissory note and security agreement, and/or retain possession of your membership certificate to perfect any security interest we have in the units. Finally, if you seek legal action to attempt to force us to allow an action prohibited by our operating agreement, we will use the applicable representation in your subscription agreement as evidence that you understood that you would be bound by the restrictions and provisions of the operating agreement, including the restrictions on transfers of our units.

Subscription Period

     The offering must close upon the earlier occurrence of (1) our acceptance of subscriptions for units equaling the maximum amount of $120,000,000; or (2) [twelve months from the effective date of this registration statement]. However, we may close the offering any time prior to [twelve months from the effective date of this registration statement] upon the sale of the minimum

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aggregate offering amount of $40,000,000. If we abandon the project for any reason prior to [twelve month date], we will terminate the offering and promptly return funds to investors. Even if we successfully close the offering by selling at least the minimum number of units prior to [one year date], the offering proceeds will remain in escrow until we satisfy the conditions for releasing funds from escrow. We may admit members to Amaizing Energy Holding Company and continue to offer any remaining units to reach the maximum number to be sold until the offering closes. We reserve the right to cancel or modify the offering, to reject subscriptions for units in whole or in part and to waive conditions to the purchase of units. Additionally, in our sole discretion, we may also determine that it is not necessary to sell all available units. If we sell subscriptions for all of the available units, we have the discretion to reject any subscriptions, in whole or in part, for any reason.

     This offering may be terminated for a variety of reasons, most of which are discussed in detail in the section entitled “RISK FACTORS.” In the event of termination of this offering prior to its successful closing, funds invested with us will be promptly returned with any interest. The principal amount of your investment or any interest earned will not be used to pay escrow fees. If the offering is terminated prior to its successful closing, we intend to promptly return your investment by the close of the next business day or as soon as possible after the termination of the offering.

     If you subscribe for the purchase of units, you may not withdraw your subscription at any time, either before or after we accept it. However, if we do not accept your subscription, we will promptly return your entire investment to you, plus any nominal interest. This means that from the date of your investment, you may earn a nominal rate of return on the money you deposit with us in escrow. You will receive no less than the purchase price you paid for the units.

Subscription Procedures

     Before purchasing any units, you must complete the subscription agreement included as Exhibit ___to this prospectus, draft a check payable to “___, Escrow Agent for Amaizing Energy Holding Company, LLC” in the amount of not less than 10% of the amount due for the units for which subscription is sought, which amount will be deposited in the escrow account; sign a full recourse promissory note and security agreement for the remaining 90% of the total subscription price; and deliver to us these items and an executed copy of the signature page of our operating agreement. In the subscription application, an investor must make representations to us concerning, among other things, that he or she has received our prospectus and any supplements, agrees to be bound by the operating agreement and understands that the units are subject to significant transfer restrictions. The subscription application also requires information about the nature of your desired ownership, your state of residence, and your taxpayer identification or Social Security Number. If you subscribe as an individual or jointly with an individual, we will also require you to indicate your occupation and the occupation of the joint subscriber, if any. We encourage you to read the subscription agreement carefully.

     Anytime after we receive subscriptions for the minimum amount of the offering, we may mail written notice to our investors that full payment under the promissory note is due within ___ calendar days. We will deposit funds paid in satisfaction of the promissory notes into our escrow account where they will be held until we satisfy the conditions for releasing funds from escrow. Unpaid amounts will accrue interest at a rate of ___% per year and each investor will agree to reimburse us for amounts we must spend to collect the outstanding balance. In the event that a subscriber defaults on the promissory note, we intend to pursue that defaulting subscriber for payments of the amount due by any legal means, including, but not limited to, retention of the initial 10% payment and acquisition of a judgment against the subscriber.

     If you subscribe to purchase units after we have received subscriptions for the aggregate minimum offering amount of $40,000,000, you will be required to pay the full purchase price immediately upon subscription.

     Rather than accepting or rejecting subscriptions as we receive them, we might not determine whether to accept or reject subscriptions until after we have received applications totaling at least $40,000,000 from investors or until a future date near the end of this offering. If we accept your subscription and meet the conditions for releasing funds from escrow, your subscription will be credited to your capital account in accordance with our operating agreement and we will issue to you a membership unit certificate signifying the ownership of your membership units. If we reject your subscription, we will return your subscription, check, and signature page promptly.

     If you are deemed the beneficial owners of 5% or more of our issued and outstanding units you may have reporting obligations under Section 13 and Section 16 of the Securities and Exchange Act. If you anticipate being a beneficial owner of 5% or more of our outstanding units you should consult legal counsel to determine what filing and reporting obligations may be required under the federal securities laws.

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Escrow Procedures

     Proceeds from subscriptions for the units will be deposited in an interest-bearing escrow account that we have established with ___, as escrow agent, under a written escrow agreement.

     We will not release funds from the escrow account until the following conditions are satisfied: (1) cash proceeds from unit sales deposited in the escrow account equals or exceeds the minimum offering amount of $40,000,000, exclusive of interest; (2) we elect, in writing, to terminate the escrow agreement; (3) an affidavit prepared by our escrow agent has been sent to the states in which we have registered units stating that the conditions set out in (1) and (2) have been met; and (4) in each state in which consent is required, the state securities commissioners have consented to release of the funds on deposit. Upon satisfaction of these conditions, the escrow agreement will terminate, and the escrow agent will disburse the funds on deposit, including interest, to us to be used in accordance with the provisions set out in this prospectus. The escrow account may continue for up to one year after the effective date of this registration statement to allow us to collect the 90% balance due under the promissory notes.

     We will terminate our escrow account and promptly return your investment to you if we terminate the offering prior to the ending date or if we have not sold the minimum number of units (                    ) and received the initial 10% minimum offering amount ($4,000,000) in cash prior to [one year from the effective date of this registration statement]. Similarly, if the cash in our escrow account does not equal or exceed the minimum offering amount of $40,000,000 at the end of the one-year period as described in our escrow agreement, the escrow account will terminate and we will promptly return your investment. In either case requiring us to return your investment to you, you will earn nominal interest on your investment. In the event we return the investments to the investors, we anticipate that we will pay our escrow bank a fee for 1099 filings, plus a transaction fee per subscriber and a 1099 filing fee per subscriber. The principal amount of your investment and your pro rata share of interest will not be used to pay escrow fees. Any escrow fees will be borne by the company with other funds.

     Even if we are successful in releasing funds from escrow, we may allow the offering to continue until [one year from date of effectiveness of this prospectus] or the sale of the maximum number of units. For its service as escrow agent, we will pay an administration fee and will reimburse the bank for expenses incurred in administering our escrow account.

Delivery of Unit Certificates

     If we satisfy the conditions for releasing funds from escrow, we will issue certificates for the units subscribed in the offering upon such release. Unless otherwise specifically provided in the subscription agreement, we will issue certificates for any subscription signed by more than one subscriber as joint tenants with full rights of survivorship. We will imprint the certificates with a conspicuous legend referring to the restrictions on transferability and sale of the units. See “DESCRIPTION OF MEMBERSHIP UNITS — Restrictive Legend on Membership Certificates.”

Summary of Promotional and Sales Material

     In addition to and apart from this prospectus, we may use certain sales material in connection with this offering. The material may include a brochure, Internet website, question-and-answer booklet, speech for public seminars, invitations to seminars, news articles, public advertisements and audio-visual materials. In certain jurisdictions, such sales materials may not be available. This offering is made only by means of this prospectus and other than as described herein, we have not authorized the use of any other sales material. Although the information contained in such sales materials does not conflict with any of the information contained in this prospectus, such material does not purport to be complete and should not be considered as a part of this prospectus or of the registration.

DESCRIPTION OF MEMBERSHIP UNITS

     We are offering one class of securities. If we accept your subscription agreement, you will be both a holder of units and a member of the limited liability company. We elected to organize as a limited liability company rather than a corporation because we wish to qualify for partnership tax treatment for federal and state income tax purposes with our earnings or losses passing through to our members and subject to taxation at the member level. See “FEDERAL INCOME TAX CONSEQUENCES OF OWNING OUR UNITS.” As a unitholder, you will be entitled to certain economic rights, such as the right to distributions that accompany the units. As a member of the limited liability company, you will be entitled to certain other rights, such as the right to vote at our member meetings. If your membership in the company is terminated or if you transfer your units without the company’s approval, the role of

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unitholder may be separated from the role of member. The separation of such roles may include the loss of certain rights, such as voting rights. See “Separable Interests” below for greater detail about the loss of membership.

     The following description of our membership units is only a summary of the characteristics our units, as further detailed in our current operating agreement that will be in effect upon completion of this offering. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by, the provisions of our operating agreement, forms of which are filed as exhibits to the registration statement of which this prospectus forms a part, and by the applicable provisions of Iowa law.

     Prior to this offering, as a result of the merger of CassCo Amaizing Energy, LLC and Amaizing Energy, L.L.C with and into Amaizing Energy Atlantic, LLC and Amaizing Energy Denison, LLC, respectively, we had 107,868,805 membership units held by seven (7) unitholders of record. The company is registering the offer and sale of                      membership units in this offering. The company has also agreed to register 82,324,425 of our membership units for sale by the selling unitholders. There is no established public trading market for our membership units and we do not expect that one will develop.

Membership Units

     Units evidence ownership rights in Amaizing Energy Holding Company. There is one class of membership units in Amaizing Energy Holding Company; however, additional and different classes of membership interest may be created in the future. Each unit represents a pro rata ownership interest in our capital, profits, losses and distributions. Unitholders who are also members have the right to vote and participate in our management as provided in the operating agreement. Members take action upon the affirmative vote of a majority of the membership units represented at a meeting at which a quorum is present. A quorum consists of members representing at least a majority of the membership units. We maintain a membership register at our principal office setting forth the name, address, capital contribution and number of units held by each member.

Restrictive Legend on Membership Certificate

     We will place restrictive legends on your membership certificate or any other document evidencing ownership of our units. The language of the legend will be similar to the following legend provided in our operating agreement:

THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.

Voting Limitations

     The holders of our units are entitled to one vote for each unit held of record on each matter submitted to a vote of unitholders. Members take action upon the affirmative vote of a majority of the membership units represented at a meeting at which a quorum is present. A quorum consists of members representing at least a majority of the membership units. See “SUMMARY OF OUR OPERATING AGREEMENT” for more information relating to voting rights of members. Members do not have cumulative voting rights as to any matter. Members do not have preemptive rights.

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Classification of Board of Directors

     We currently have 17 initial directors. Some of our members will have the right to appoint our directors for the first five years following the effective date of our operating agreement, which was January 23, 2007. Our operating agreement provides for four initial classes of directors – Class A Directors, Class B Directors, Class C Directors, and Class D Directors. Amaizing Energy, L.L.C. or its designee is entitled to appoint each of the 13 Class A Directors; Atlantic Energy, LLC or its designee is entitled to appoint each of the 3 Class B Directors, provided that the persons so appointed have a primary residence located south of U.S. Interstate 80 in the state of Iowa; and NEK-SEN Energy, LLC is entitled to appoint the 1 Class C Director. Additionally, each of the first two members that purchase $15 million or more in units during this offering will be entitled to appoint 1 Class D Director, provided that such members continue to hold the threshold number of units. If we have two $15 million investors in this offering, our initial board will increase to a total of 19 directors. Therefore, until the fifth anniversary of the effective date of our operating agreement, members other than those described above will not be able to elect directors.

     These special rights of appointment will expire on the five year anniversary of the effective date of our operating agreement. At the first meeting of the members following the expiration of these appointment rights, there will be only one class of directors and the number of directors will be reduced to 9, all of which will be elected by the members for staggered terms of 3 years. Following the expiration of the appointment rights, members will be entitled to one vote for each unit held of record for director elections. The provision for a staggered board will have the effect or making it more difficult for unitholders to change the composition of our board. For more information on the classification, appointment and election of our directors, see “SUMMARY OF OUR OPERATING AGREEMENT.”

Separable Interests

     Although the directors direct the management of the company, our operating agreement provides that certain transactions, such as amending our operating agreement or dissolving the company, require member approval. An investor in us is both a holder of units and a member of the limited liability company at the time of acceptance of the investment. Pursuant to our operating agreement, no person may become a member without the approval of the board of directors. Each member has the following rights:

• To receive a share of our profits and losses;

• To receive distributions of our assets, if and when declared by our directors;

• To participate in the distribution of our assets in the event we are dissolved or liquidated;

• To access information concerning our business and affairs at our place of business as set forth in our operating agreement; and

• To vote on matters coming before a vote of the members.

     Our operating agreement provides that if your membership is terminated, regardless of whether you transfer your units or we admit a substitute member, then you will lose all your rights to vote your units and the right to access information concerning our business and affairs at our place of business. Under our operating agreement, information that will be available exclusively to members includes state and federal tax returns and a current list of the names, addresses and capital account information of each member and unitholder. This information is available upon request by a member for purposes reasonably related to that person’s interest as a member. In addition, a member’s use of this information is subject to certain safety, security and confidentiality procedures established by us.

     Unitholders who have only economic rights in our units but not voting rights will continue to have the right to a share of our profits and losses and the right to receive distributions of our assets and to participate in the distribution of our assets in the event we are dissolved or liquidated. Unitholders will also have access to company information that is periodically submitted to the Securities and Exchange Commission. See “DESCRIPTION OF BUSINESS.”

     If you are an individual, you will cease to be a member upon your death or if you have been declared incompetent by a court of law. If you are a corporation, trust, limited liability company or partnership, you will cease to be a member at the time your existence is terminated. If you are an estate, then your membership will terminate when the fiduciary of the estate distributes all of your units. Accordingly, it is possible to be a unitholder of Amaizing Energy Holding Company, but not a member.

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     If you transfer your units, and the transfer is permitted by the operating agreement, or has been approved by the board of directors, then the transferee will be admitted as a new member of Amaizing Energy Holding Company only if the transferee:

• Agrees to be bound by our operating agreement;

• Pays or reimburses us for legal, filing and publication costs that we incur relating to admitting such transferee as a new member, if any;

• Delivers, upon our request, any evidence of the authority such person or entity has to become a member of Amaizing Energy Holding Company; and

• Delivers, upon our request, any other materials needed to complete transferee’s transfer.

     The board of directors, in its discretion, may prohibit the transferee from becoming a member if he or she does not comply with these requirements. The restrictive legend on our membership certificates and the language of our operating agreement will alert subsequent transferees of our units as to the restrictions on transferability of our units and the events by which a member may lose membership rights. Investors who transfer units to transferees who do not become substituted members will not retain the right to vote, access information or share in profits and losses as they do not continue as members when units are transferred to a third party.

Distributions

     Distributions are payable at the discretion of our board of directors, subject to the provisions of the Iowa Limited Liability Company Act, our operating agreement and the requirements of our creditors. Our board has no obligation to distribute profits, if any, to members. We have not declared or paid any distributions on our units. Iowa law prohibits us from making distributions to our members if the fair market value of our assets would be less than our liabilities after the distribution.

     Unitholders are entitled to receive distributions of cash or property if and when our directors declare a distribution. Distributions will be made to investors in proportion to the number of units investors own as compared to all of our units that are then issued and outstanding. Our directors have the sole authority to authorize distributions based on available cash (after payment of expenses and resources), however, we will attempt to distribute an amount approximating the additional federal and state income tax attributable to investors as a result of profits allocated to investors.

     We do not expect to generate revenues from the Atlantic plant until the proposed projects have been completed. We expect the Denison plant to generate revenues from the operation of its current 55 million gallon per year ethanol plant even during the expansion project. After full operation of the proposed plants begin, we anticipate, subject to any loan covenants or restrictions with our senior and subordinated lenders, distributing a portion of our net cash flow to our members in proportion to the units held and in accordance with our operating agreement. By net cash flow, we mean our gross cash proceeds received less any portion, as determined by our directors in their sole discretion, used to pay or establish reserves for our expenses, debt payments, capital improvements, replacements and contingencies. Our board may elect to retain future profits to provide operational financing for the plants, debt retirement and possible plant expansions or other business expansion opportunities.

     We do not know the amount of cash that we will generate, if any, once we begin full operations at both plants. At the start, we will generate no revenues from the Atlantic plant and do not expect to generate any operating revenue until the proposed ethanol plant is operating fully. However, during the expansion project the Denison plant will be generating revenue from the operation of its 55 million gallon per year ethanol plant. Cash distributions are not assured, and we may never be in a position to make distributions. Whether we will be able to generate sufficient cash flow from our business to make distributions to members will depend on numerous factors, including:

• Successful and timely completion of construction, as we will not generate any revenue until our plants are constructed and operational;

• Required principal and interest payments on any debt and compliance with applicable loan covenants which will reduce the amount of cash available for distributions;

• Our ability to operate our plants at full capacity which directly impacts our revenues;

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• Adjustments and amounts of cash set aside for reserves and unforeseen expenses; and

• State and federal regulations and subsidies, and support for ethanol generally which can impact our profitability and the cash available for distributions.

Capital Accounts and Contributions

     The purchase price paid for our units constitutes a capital contribution for purposes of becoming a unitholder and will be credited to your capital account. As a unitholder, your capital account will be increased according to your share of our profits and other applicable items of income or gain specially allocated to you pursuant to the special allocation rules described below. In addition, we will increase your capital account for the amount of any of our liabilities that are assumed by you or are secured by any property, which we distribute, to you. We will decrease your capital account for your share of our losses and other applicable items of expenses or losses specially allocated to you pursuant to the special allocation rules described below. We will also decrease your capital account in an amount equal to the value of any property we distribute to you. In addition, we will decrease your capital account for the amount of any of your liabilities that are assumed by us or are secured by property you have contributed to us. In the event you transfer your units and we have approved such transfer, then your capital account, to the extent it relates to the units transferred, will be transferred to the transferee. Our operating agreement does not require you to make additional capital contributions to us. Interest will not accrue on your capital contributions, and you have no right to withdraw or be repaid your capital contributions made to us.

Allocation of Profits and Losses

     Except as otherwise provided in the special allocation rules described below, profits and losses that we recognize will be allocated to you in proportion to the number of units you hold. Our directors on either a daily, monthly, will determine our profits and losses quarterly or other basis permitted under the Internal Revenue Code, as amended, and corresponding Treasury Regulations.

Special Allocation Rules

     The amount of profits and losses that we allocate to you is subject to a number of exceptions referred to as special allocations. These include special allocations required by the Internal Revenue Code and Treasury Regulations aimed at highly leveraged limited liability companies that allocate taxable losses in excess of a unitholder’s actual capital contributions. Our operating agreement also requires that our directors make offsetting special allocations in any manner they deem appropriate that, after such offsetting allocations are made, each unitholder’s capital account balance is equal to the capital account balance that that unitholder would have had if special allocations required by the Internal Revenue Code and Treasury Regulations were not made to that unitholder’s capital account.

Restrictions on Transfers of Units

     The units will be subject to certain restrictions on transfers pursuant to our operating agreement. In addition, state securities laws may restrict transfers of the units. As a result, investors may not be able to liquidate their investments in the units and therefore may be required to assume the risks of investing in us for an indefinite period of time. Only those investors who can afford an illiquid investment should undertake investment in the company.

     We have restricted the ability to transfer units to ensure that the Internal Revenue Service does not deem Amaizing Energy Holding Company to be a “publicly traded partnership” which would result in corporate taxation. Under our operating agreement, no transfer may occur without the approval of the board of directors. Further, the board of directors will only permit transfers that fall within “safe harbors” contained in the publicly traded partnership rules under the Internal Revenue Code, which include the following:

• Transfers by gift to the member’s spouse and/or descendants;

• Transfers upon the death of a member;

• Certain other transfers provided that for the applicable tax year, the transfers in the aggregate do not exceed two percent of the total outstanding units; and

• Transfers through a Qualified Matching Service.

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     Transfers made through a Qualified Matching Service are limited to no more than 10 percent of the total outstanding units during a tax year. The 10 percent limit does not include private transfers, which are not limited in number, but does include certain other transfers subject to the two percent limit.

     Any transfer in violation of the publicly traded partnership requirements or our operating agreement will be null and void. Furthermore, there is no public or other market for these securities. We do not anticipate such a market will develop.

     The units are unsecured equity interests in Amaizing Energy Holding Company and are subordinate in right of payment to all of our current and future debt. In the event of our insolvency, liquidation, dissolution or winding up of our affairs, all of our debts, including winding-up expenses, must be paid in full before any payment is made to the unitholders. There is no assurance that there would be any remaining funds for distribution to the unitholders, after the payment of all of our debts.

Additional Provisions

     Certain provisions of our operating agreement may be deemed to have the effect of delaying, deferring or preventing a change in control of the company. Our directors do not have the authority to cause the company to merge, consolidate, exchange or otherwise dispose of at one time, all or substantially all of our property, except for a liquidating sale of the property in connection with our dissolution. Our operating agreement requires the vote of seventy-five percent (75%) of the outstanding membership units to dissolve, wind up and liquidate the company. Further, an amendment to our operating agreement cannot be approved without the consent of each member adversely affected if such amendment would modify the limited liability of a member or alter the membership financial rights of a member. See “SUMMARY OF OUR OPERATING AGREEMENT” for more information.

Units Eligible for Future Sale

     No public market or other market for our units now exists or is expected to develop. We do not intend to list our units on the New York Stock Exchange, The NASDAQ Stock Market or any other stock exchange. In addition our operating agreement prohibits any transfer of units without the approval of our directors. There is currently no established public trading market for our units and an active trading market will not develop despite this offering. To maintain partnership tax status, investors may not trade the units on an established trading securities market or readily trade the units on a secondary market (or the substantial equivalent thereof). We therefore, will not apply for listing of the units on any national securities exchange or on the NASDAQ Stock Market. As a result, investors will not be able to readily sell units.

     Based on the number of membership units outstanding as of January 31, 2007, we will have approximately                      membership units outstanding after the completion of this offering. Of those membership units, the                      membership units sold in this offering will be transferable subject to the restrictions set forth in our operating agreement, unless purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act of 1933. The remaining membership units to be outstanding immediately following the completion of this offering, which are “restricted securities” under Rule 144 of the Securities Act, as well as any other membership units held by our affiliates, may not be resold except pursuant to an effective registration statement or an applicable exemption from registration, including Rule 144.

Rule 144

     In general, under Rule 144 of the Securities Act, as currently in effect, an affiliate of ours who beneficially owns our membership units that are not restricted, or a person who beneficially owns for more than one year our membership units that are restricted units, may generally sell, within any three-month period, a number of units that does not exceed 1% of the number of our units then outstanding, which will equal approximately                      units immediately after this offering.

     Sales under Rule 144 are also subject to requirements with respect to manner of sale, notice and the availability of current public information about Amaizing Energy Holding Company. Generally, a person who was not our affiliate at any time during the three months before the sale, and who has beneficially owned our units that are restricted securities for at least two years, may sell those units without regard to the volume limitations, manner of sale provisions, notice requirements or the requirements with respect to availability of current public information about the company. Rule 144 does not supersede the contractual obligations of our security holders set forth in our operating agreement.

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Operating Agreement

     All investors in Amaizing Energy Holding Company will be required to execute the operating agreement of the company at the time they subscribe for the purchase of units in any offering. The operating agreement sets forth certain unit transfer restrictions. See “Summary of our operating agreement” for further discussion of these transfer restrictions.

Securities Authorized for Issuance under Equity Compensation Plans

     We do not currently have any membership units authorized for issuance in connection with any compensation plans.

Securities Subject to Outstanding Warrants or Options and Convertible Securities

     We do not currently have any membership units subject to any outstanding warrants or options. We also no not have any outstanding securities convertible into common equity.

SUMMARY OF OUR OPERATING AGREEMENT

Binding Nature of the Agreement

     We will be governed primarily according to the provisions of our operating agreement and the Iowa Limited Liability Company Act. Among other items, our operating agreement contains provisions relating to the election of directors, restrictions on transfers, member voting rights, and other company governance matters. If you invest in Amaizing Energy Holding Company, you will be bound by the terms of this agreement. Its provisions may not be amended without the approval of the affirmative vote of the holders of a majority of the units constituting a quorum, represented either in person or by proxy or mail ballot, at any regular or special meeting of the members.

     Provisions of our operating agreement and Iowa law, which are summarized below, may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a unitholder might consider in such unitholder’s best interest, including those attempts that might result in a premium over the market price for our membership units.

Classified Board of Directors

     We currently have four initial classes of directors – Class A Directors, Class B Directors, Class C Directors, and Class D Directors. Three of our members currently appoint all 17 of our initial directors. Amaizing Energy, L.L.C. or its designee is entitled to appoint each of the 13 Class A Directors; Atlantic Energy, LLC or its designee is entitled to appoint each of the 3 Class B Directors, provided that the persons so appointed have a primary residence located south of U.S. Interstate 80 in the state of Iowa; and NEK-SEN Energy, LLC is entitled to appoint the 1 Class C Director, provided that NEK-SEN Energy, LLC is the holder of five million (5,000,000) units. Additionally, each of the first two members that purchase $15 million or more in units during this offering will be entitled to appoint 1 Class D Director, provided that such members continue to hold the threshold number of units. If we have two $15 million investors in this offering, our initial board will increase to a total of 19 directors. The four classes of directors described above will terminate on the five year anniversary of the effective date of our operating, which was January 23, 2007. Following the termination of these appointment rights, there will only be one class of directors and the number of directors will be reduced to nine (9). See “Management” for more information on appointment of our initial directors and the election of our directors following the termination of these four classes of directors.

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     The chart below lists ours current directors and their respective class and appointing member.

Director Class	Appointing Member	Director
Class A	Amaizing Energy, L.L.C. or its designee	Sam Cogdill Becky Constant Bill Hammitt Nick Cleveland David Reisz Craig Broderson Eugene Gochenour Dave Reinhart Dave Stevens Bill Preston Dave VanderGriend Tom Smith Steve Meyers
Class B	Atlantic Energy, LLC, or its designee	Don Sonntag Garry Pellett Chuck Edwards
Class C	NEK-SEN Energy, LLC	Mark Edelman

Management

     Our operating agreement provides that the company will be managed by the board of directors and that our board of directors will be comprised of no fewer than nine and no more than 19 members. Our operating agreement provides for 4 initial classes of directors – Class A Directors, Class B Directors, Class C Directors, and Class D Directors. We currently have 17 initial directors, 13 of which are Class A Directors, 3 of which are Class B Directors, and 1 of which is a Class C Director. Under our operating agreement, several of our members have the right to appoint the initial directors for the first five years following the effective date of our operating agreement, which was January 23, 2007. Amaizing Energy, L.L.C. or its designee is entitled to appoint each of the 13 Class A Directors; Atlantic Energy, LLC or its designee is entitled to appoint each of the 3 Class B Directors, provided that the persons so appointed have a primary residence located south of U.S. Interstate 80 in the state of Iowa; and NEK-SEN Energy, LLC is entitled to appoint the 1 Class C Director, provided that NEK-SEN Energy, LLC is the holder of five million (5,000,000) units and is a separate legal entity. Additionally, each of the first two members that purchase $15 million or more in units during this offering will be entitled to appoint 1 Class D Director, provided that such members continue to hold the threshold number of units. If we have two $15 million investors in this offering, our initial board will increase to a total of 19 directors. Due to their ability to appoint our directors for a significant period of time, these members will collectively and individually exert significant influence on the management and business affairs of our company. One of our members in particular, Amaizing Energy Cooperative, is entitled to appoint more than a majority of the board of directors and will therefore be able to control the management of the company for the first five years.

     Each initial director appointed by an appointing member will serve at the pleasure of the appointing member or the other members of his or her respective class of directors until a successor is appointed, or until the earlier death, resignation or removal of such Director. Any Director appointed by a Member may be removed for any reason by the appointing Member or the other members of his or her respective class of Directors. The initial directors will serve until the first meeting of the members following the five year anniversary of the effective date of the operating agreement, which was January 23, 2007.

     Members other than those described above will not have a right to elect directors until the special rights of appointment expire on the five year anniversary of the effective date of our operating agreement. Therefore, until such date, members other than those indicated above will not have any control over the composition of our board.

     The appointment rights of our members will expire on the five year anniversary of the effective date of our operating agreement. At the first meeting of the members following such expiration, the size of the board will be reduced to a total of 9 directors and the classes of directors described above will terminate. At the first meeting of the members following the date of expiration and at every annual meeting of the members thereafter, directors will be elected by the members to serve for staggered terms of three years. Members will elect directors by a plurality of votes at the annual meeting of members. Members do not have cumulative voting rights.

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     The operating agreement provides for a staggered board of directors, where, upon the expiration of the initial board, the first group of directors shall serve for one year, the second group shall serve for two years, and the third group shall serve for three years. The successors for each group of directors shall be elected for a three year term and at that point, the members will elect one-third of the total number of directors each year. Prior to expiration of the terms of our initial directors, the initial directors shall, by written resolution, separately identify the director positions to be elected and so classify each Group I (serving one year), Group II (serving two years), or Group III (serving three years). The provision for a staggered board will have the effect of making it more difficult for unitholders to change the composition of our board.

Number of directors; removal for cause; filling vacancies

     Our operating agreement provides that our board of directors will consist of no less than 9 or more than 19 members. The board of directors shall initially consist of 17 to 19 directors, all of which will be appointed by certain members according to provisions contained in the operating agreement. See “Classified Board of Directors” above for more information on our members’ appointment rights. The rights of appointment will expire on the five year anniversary of the effective date of the operating agreement, which was January 23, 2007. Following the expiration date, there will by only one class of directors and the size of the shall be reduced to a total of 9 directors, all of which shall be generally elected by the members. At any annual or special meeting following the expiration of the rights of appointment, the members may increase or decrease the number of directors last approved, including above or below the last approved range of minimum and maximum directors, and may change from a variable range to a fixed number or vise versa by majority vote of the membership voting interests held by the Members. The directors may at any time increase or decrease the number of directors within the applicable range of minimum and maximum directors upon majority vote of the directors.

     Our operating agreement provides that appointed directors may be removed from office at any time and for any reason. A Class A Director may be removed for any reason by the affirmative vote of 75% of the other Class A Directors, upon written notice to the board. Any Class A vacancy will be filled by the affirmative vote of 75% of the remaining Class A Directors. A Class B, C, or D Director may be removed for any reason by its respective appointing member, upon written notice to the board, which must designate and appoint a successor director to fill the vacancy created by such removal.

     Our operating agreement provides that any director may be removed from office by the majority vote of the remaining directors for cause. In the event an appointed director is removed for cause, the appointing members will appoint a new director within 10 days of the removal. Any vacancy in an elected director seat other than from expiration of a term may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office.

     The director removal and vacancy provisions will make it more difficult for unitholders to remove incumbent directors and simultaneously gain control of the board by filling vacancies created by such removal with its own nominees.

     Our operating agreement is unlike the articles of incorporation or bylaws of typical public companies whose shares trade on NASDAQ or a stock exchange. Our units do not trade on an exchange and we are not governed by the rules of NASDAQ or a stock exchange concerning corporate governance.

     The directors will appoint officers, including a president, vice-president, secretary and treasurer. An officer will hold office until a successor is appointed, until the officer’s death, or until the officer resigns or is removed by the directors.

     According to our operating agreement, the directors may not take certain actions without the consent of the members. See “SUMMARY OF OUR OPERATING AGREEMENT — Members’ Meetings and Other Members’ Rights.”

Replacement of Directors

     See “DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS” for a description of the staggering of the terms of our directors beginning with the first member meeting following five years from the effective date of the operating agreement.

     Replacement directors may be nominated either by the board of directors or by the members upon timely delivery of a petition signed by members holding at least five percent (5%) of the outstanding units, provided that the members also meet other

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requirements, all of which are described in our operating agreement. In order for a petition to be considered timely, it must be delivered to our secretary not less than 60 nor more than 90 days before the date of our annual meeting.

Members’ Meetings and Other Members’ Rights

     There will be an annual meeting of members at which the board of directors will give our annual company report. Members will address any appropriate business including the election of directors to those director seats becoming vacant under the then adopted staggered term format. In addition, the board of directors may also call a special meeting of members at any time but is required to call a special meeting at the request of at least 30% of all members or members holding at least 75% of the outstanding units. A request by the members for a special meeting must be in writing.

     Member meetings shall be at the place designated by the board or members calling the meeting. Members of record will be given notice of member meeting neither more than 60 days nor less than 5 days in advance of such meetings.

     In order to take action at a meeting, members holding a majority of the outstanding units must be represented in person, by proxy or by mail ballot. Voting by proxy or by mail ballot shall be permitted on any matter if it is authorized by our directors. Assuming a quorum is present, members may take action by a vote of the majority of the units represented at the meeting (in person, by proxy or by mail ballot) and entitled to vote on the matter, unless the vote of a greater or lesser proportion of members is otherwise required by our operating agreement or by the Iowa Limited Liability Company Act. Our operating agreement requires the vote of a greater number of units on the following matters:

• the affirmative vote of a 75 percent majority in interest is necessary to dissolve, wind up and liquidate Amaizing Energy;

• no amendment to the operating agreement shall be approved without the consent of each member adversely affected if such amendment would modify the limited liability of a member or alter the membership financial rights of a Member.

     There are no other instances where the Iowa Limited Liability Company Act otherwise requires the vote of a greater or lesser proportion or number.

     Additionally, according to our operating agreement, the directors may not take the following actions without the unanimous consent of the members:

• cause or permit Amaizing Energy Holding Company to engage in any activity that is inconsistent with our purposes;

• knowingly act in contravention of the operating agreement or act in a manner that would make it impossible for us to carry on our ordinary business, except as otherwise provided in the operating agreement;

• possess Holding Company property or assign rights in specific Holding Company property other than for our purpose; or

• cause Amaizing Energy Holding Company to voluntarily take any action that would cause our bankruptcy.

     In addition, without the consent of a majority of the membership voting interests the directors do not have the authority to cause the company to:

• merge, consolidate, exchange or otherwise dispose of at one time, all or substantially all of our property, except for a liquidating sale of the property in connection with our dissolution;

• confess a judgment against Amaizing Energy Holding Company in an amount in excess of $500,000; or

• cause Amaizing Energy Holding Company to acquire any equity or debt securities of any director or any of its affiliates, or otherwise make loans to any director or any of its affiliates.

     For the purpose of determining the members entitled to notice of or to vote at any member meeting, the date on which notice of the meeting is mailed (or otherwise delivered) or the date on which the resolution declaring the distribution is adopted, as the case may be, shall be the record date for determination of the members.

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     Members do not have dissenters’ rights. This means that in the event we merge, consolidate, exchange or otherwise dispose of all or substantially all of our property, unitholders do not have the right to dissent and seek payment for their units. Members do not have cumulative voting or preemptive rights. Members do not have redemption rights. This means that members will not have any right to demand a return of their capital contributions or require the redemption of their units.

     We will maintain our books, accountings and records at our principal office. A member may inspect them during normal business hours. Our books and accountings will be maintained in accordance with generally accepted accounting principles.

Unit Transfer Restrictions

     A unitholder’s ability to transfer units is restricted under the operating agreement. Unitholders may not transfer their units prior to the date substantial operations of the first ethanol plant commence, unless such transfer is:

• to the member’s administrator or trustee to whom such units are transferred involuntarily by operation of law, such as death; or

• made without consideration to or in trust for the member’s descendants.

     Members may transfer their units to any person or organization only if the transfer meets certain conditions imposed by our operating agreement and the transfer:

• has been approved by our directors in writing in accordance with the terms of the operating agreement; or

• is made to any other member or to any affiliate or related party of another member or the transferring member.

     Our operating agreement imposes the following conditions on transfers, all of which must be met prior to the board’s approval of a transfer:

• the transferring member and the proposed recipient of the units must execute and deliver the necessary instruments and documents to us;

• the transferring member and the proposed recipient must pay all reasonable costs and expenses incurred by us in connection with the transfer;

• the proposed recipient must provide us with his/her/its taxpayer identification number and other information reasonably required to permit us to file tax statements and returns;

• unless the transfer is involuntary by operation of law, the transferring member or proposed recipient must provide us with a legal opinion letter stating that the units are either registered under the Securities Act of 1933, or exempt from registration; and

• the transferring member or proposed recipient must provide us with a legal opinion letter stating that the transfer will not cause us to be an investment company under the Investment Company Act of 1940 or cause a termination under Section 708 of the Internal Revenue Code.

     To maintain partnership tax status, the units may not be traded on an established securities market or readily tradable on a secondary market. We do not intend to list the units on the New York Stock Exchange, the NASDAQ Stock Market or any other stock exchange. To help ensure that a market does not develop, our operating agreement prohibits transfers without the approval of the directors. The directors will generally approve transfers so long as the transfers fall within “safe harbors” contained in the publicly traded partnership rules under the Internal Revenue Code. See “DESCRIPTIONS OF MEMBERSHIP UNITS — Restrictions on Unit Transfers” for a description of the safe harbors.

     If any person transfers units in violation of the publicly traded partnership rules or without our prior consent, the transfer will be void. These restrictions on transfer could reduce the value of an investor’s units.

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Unitholder proposals

     At an annual meeting of Members, only business that is properly brought before the meeting will be conducted or considered. To be properly brought before an annual meeting of Members, business must be specified in the notice of the meeting, brought before the meeting by or at the director of the board or property brought before the meeting by a Member. For business to be properly brought before an annual meeting by a Member, the Member must:

• Be a Member of record on the date of giving the notice for the meeting;

• Be entitled to vote at the meeting; and

• Have given timely written notice of the business in proper written form.

     To be timely, a Member’s notice must be delivered to or mailed not less than five (5) nor more than sixty (60) days prior to the meeting date, to each Member of record entitled to vote at such meeting as well as our principal executive offices.

     The notice of each Member meeting shall include a description of the purpose(s) for which the meetings is called. If a purpose of any Member meeting is to consider: (i) a proposed amendment to or restatement of the Articles requiring Member approval: (ii) a proposed amendment or restatement of this Operating Agreement requiring Member approval; (iii) a plan of merger of share exchange; (iv) the sale, lease, exchange or other disposition of all, or substantially all of the company’s property; (v) the dissolution of the company; or (vi) removal of a Director, then the notice must so state and must be accompanied by, as applicable, by a copy or summary of the:

• amendment(s) to the Articles,

• amendment(s) to the operating agreement,

• plan of merger or share exchange,

• documents relating to the transaction for the disposition of all the company’s property, and/or

• plan and Articles of Dissolution.

Nomination of Candidates for Election to our board of directors

     Pursuant to the operating agreement, only persons who are properly nominated will be eligible for election to be members of our board. Prior to the annual meeting of the Members, one or more nominees for the Director positions up for election shall be named by the then current Board of Directors or by a nominating committee established by the Board of Directors. Any Member entitled to vote generally in the election of Directors may also make nominations for the election of Directors. To properly nominate a director, a Member must give timely notice, which requires that written notice of intent to nominate be given not less that sixty (60) nor more than ninety (90) days prior to the anniversary date of the last annual meeting of the Members. Notice must include: (i) the name and address of the Member; (ii) a representation that the Member is entitled to vote at such meeting and intends to appear in person or by proxy to nominate the Person specified in the notice; (iii) name, age, address and occupation of the proposed Nominee; (iv) description of all arrangements between the Member and the nominee; (v) the consent of the nominee to serve as Director if nominated; and (vi) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units.

Amendments

     Our operating agreement generally requires the approval of the holders of at least two-thirds of the voting power of the issued and outstanding membership units entitled to vote generally to amend certain provisions of our operating agreement described in this section. However, the operating agreement shall not be amended without the consent of each Member adversely affected if the amendment would (i) modify the limited liability of a Member, or (ii) modify the special appointment rights of a Member; provided, however the requirement of an adversely affected Member’s consent shall not apply to any alteration resulting from a change in the number of outstanding Units or an adjustment to the Capital Accounts.

Dissolution

     Our operating agreement provides that a voluntary dissolution of Amaizing Energy Holding Company may be affected only upon the prior approval of a majority of all membership voting interests.

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Liquidation Rights

     The units are unsecured equity interests in Amaizing Energy Holding Company and are subordinate in right of payment to all of our current and future debt. In the event of our insolvency, liquidation, dissolution or other winding up of our affairs, all of our debts, including winding-up expenses, must be paid in full before any payment is made to the unitholders. There is no assurance that there would be any remaining funds for distribution to the unitholders, after the payment of all of our debts.

Other Matters

     There are no redemption rights or sinking fund provisions with respect to the membership units. The membership units to be sold in this offering when issued and paid for will be validly issued, fully paid and non-assessable.

No Pre-emptive Rights

     Our unitholders have no preemptive rights to purchase our stock or securities convertible into or carrying a right to subscribe for or acquire our stock, unless we expressly agree otherwise.

Dissenters’ Rights

     To the fullest extent permitted by the Act, each Member disclaims, waives and agrees not to assert: (i) any dissenters’ or similar rights under the Act; (ii) any right to require partition or appraisal of the company or to cause the sale of any Company property; or (iii) any right to maintain any action for partition or to compel any sale with respect to such Member’s Units, or any Company property.

FEDERAL INCOME TAX CONSEQUENCES OF OWNING OUR UNITS

     This section of the prospectus describes the material federal income tax risks and consequences of your participation in Amaizing Energy Holding Company, LLC. No information regarding state and local taxes is provided. Each prospective member should consult his or her own tax advisor concerning the impact that his or her investment in Amaizing Energy Holding Company, LLC may have on his or her federal income tax liability and the application of state and local income and other tax laws to his or her investment in Amaizing Energy Holding Company, LLC. Although we will furnish unit holders with such information regarding Amaizing Energy Holding Company as is required for income tax purposes, each unit holder will be responsible for preparing and filing his or her own tax returns.

     The following discussion of the tax aspects of an investment in our units is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing Treasury Department regulations (“Regulations”), and administrative rulings and judicial decisions interpreting the Code. Significant uncertainty exists regarding certain tax aspects of limited liability companies. Such uncertainty is due, in part, to continuing changes in federal tax law that have not been fully interpreted through regulations or judicial decisions. Tax legislation may be enacted in the future that will affect Amaizing Energy Holding Company and a unit holder’s investment in Amaizing Energy Holding Company. Additionally, the interpretation of existing law and regulations described here may be challenged by the Internal Revenue Service during an audit of our information return. If successful, such a challenge likely would result in adjustment of a unit holder’s individual return.

     The tax opinion contained in this section and the opinion attached as exhibit 8.1 to the registration statement constitute the opinion of our tax counsel, Brown, Winick, Graves, Gross, Baskerville & Schoenebaum, P.L.C., regarding our classification for federal income tax purposes and the taxation of investors on their allocable share of the Company’s income, gains, losses and deductions recognized by the Company without regard to cash distributions. An opinion of legal counsel represents legal counsel’s professional judgment regarding the subject matter of the opinion, but is not an undertaking to defend any indicated result should that result be challenged by the Internal Revenue Service. This opinion is in no way binding on the Internal Revenue Service or on any court of law.

     The statements and legal conclusions contained in this section regarding federal income tax consequences of owning our units as a result of our partnership tax classification are the opinions of our tax counsel. The tax consequences to us and our members are highly dependent on matters of fact that may occur at a future date. This section is based on the assumptions and qualifications stated or referenced in this section. No rulings have been or will be requested from the Internal Revenue Service concerning any of the tax

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matters we describe. Accordingly, you should know that the opinion of our tax counsel is in no way binding on the Internal Revenue Service or any court of law. The Internal Revenue Service or a court may disagree with the following discussion or with any of the positions taken by us for federal income tax reporting purposes, and the opinion of our tax counsel may not be sufficient for an investor to use for the purpose of avoiding penalties relating to a substantial understatement of income tax under Section 6662(d). See “FEDERAL INCOME TAX CONSEQUENCES OF OWNING OUR UNITS — Interest on Underpayment of Taxes; Accuracy-Related Penalties; Negligence Penalties” below.

     Investors are urged to consult their own tax advisors with specific reference to their own tax and financial situations, including the application and effect of state, local and other tax laws, and any possible changes in the tax laws after the date of this prospectus. This section is not to be constructed as a substitute for careful tax planning.

Partnership Status

     Under Treasury regulations, known as “check-the-box” regulations, an unincorporated entity such as a limited liability company will be taxed as partnership unless the entity is considered a publicly traded limited partnership or the entity affirmatively elects to be taxed as a corporation. It is the opinion of Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C. that we will be treated as a partnership for federal income tax purposes. This means that we will not pay any federal income tax and the unit holders will pay tax on their units of our net income.

     We will not elect to be taxed as a corporation and will endeavor to take steps as are feasible and advisable to avoid classification as a publicly traded limited partnership. Congress has shown no inclination to adopt legislation that would jeopardize the tax classification of the many entities that have acted in reliance on the check-the-box regulations.

     As a partnership, if we fail to qualify for partnership taxation, we would be treated as a “C corporation” for federal income tax purposes. As a C corporation, we would be taxed on our taxable income at corporate rates, currently at a maximum rate of 35 percent. Distributions would be taxed again to unit holders as corporate dividends. In addition, unit holders would not be required to report their shares of our income, gains, losses or deductions on their tax returns until such are distributed. Because a tax would be imposed upon us as a corporate entity, the cash available for distribution to unit holders would be reduced by the amount of tax paid, in which case the value of the units would be reduced.

Publicly Traded Partnership Rules

     To qualify for taxation as a partnership, we cannot be a publicly traded partnership under Section 7704 of the Internal Revenue Code. Section 7704 provides that a partnership will be classified as a publicly traded partnership and will be taxed as a corporation if its interests are:

• Traded on an established securities market; or

• Readily tradable on a secondary market or the substantial equivalent.

     Although there is no legal authority on whether a limited liability company is subject to these rules, in the opinion of our counsel, we are subject to testing under the publicly traded partnership rules because we elected to be classified and taxed as a partnership.

     We will seek to avoid being treated as a publicly traded partnership. Under Section 1.7704-1(d) of the Treasury Regulations, interests in a partnership are not considered traded on an established securities market or readily tradable on a secondary market unless the partnership participates in the establishment of the market or the inclusion of its interests in a market, or the partnership recognizes any transfers made on the market by redeeming the transferor partner or admitting transferee as a partner.

     We do not intend to list the units on the New York Stock Exchange, the NASDAQ Stock Market or any other stock exchange. In addition, our operating agreement prohibits any transfer of units without the approval of our directors. Our directors intend to approve transfers that fall within safe harbor provisions of the Treasury Regulations, so that we will not be classified as a publicly traded partnership. These safe harbor provisions provide that the units will not be treated as readily tradable on a secondary market, or the substantial equivalent, if the interests are transferred:

• In “private” transfers;

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• Pursuant to a qualified matching service; or

• In limited amounts that satisfy a 2 percent test.

     Private transfers include, among others:

• Transfers by gifts in which the transferee’s tax basis in the units is determined by reference to the transferor’s tax basis in the interests transferred;

• Transfers at death, including transfers from an estate or testamentary trust;

• Transfers between members of a family as defined in Section 267(c)(4) of the Internal Revenue Code;

• Transfers from retirement plans qualified under Section 401(a) of the Internal Revenue Code or an IRA; and

• “Block transfers.” A block transfer is a transfer by a unit holder and any related persons as defined in the Internal Revenue Code in one or more transactions during any thirty-calendar-day period of units that in the aggregate represents more than two percent of the total interests in partnership capital or profits.

     Transfers through a qualified matching service are also disregarded in determining whether interests are readily tradable. A matching service is qualified only if:

• It consists of a computerized or printed system that lists customers’ bid and/or ask prices in order to match unit holders who want to sell with persons who want to buy;

• Matching occurs either by matching the list of interested buyers with the list of interested sellers or through a bid and ask process that allows interested buyers to bid on the listed interest;

• The seller cannot enter into a binding agreement to sell the interest until the 15th calendar day after his interest is listed, which time period must be confirmable by maintenance of contemporaneous records;

• The closing of a sale effectuated through the matching service does not occur prior to the 45th calendar day after the interest is listed;

• The matching service displays only quotes that do not commit any person to buy or sell an interest at the quoted price (nonfirm price quotes), or quotes that express an interest in acquiring an interest without an accompanying price (nonbinding indications of interest), and does not display quotes at which any person is committed to buy or sell an interest at the quoted price;

• The seller’s information is removed within 120 days of its listing and is not reentered into the system for at least 60 days after its deletion; and

• The sum of the percentage interests transferred during the entity’s tax year, excluding private transfers, cannot exceed ten percent of the total interests in partnership capital or profits.

     In addition, interests are not treated as readily tradable if the sum of the percentage of the interests transferred during the entity’s tax year, excluding private transfers, do not exceed two percent of the total interests in partnership capital or profits. We expect to use a combination of these safe harbor provisions to avoid being treated as a publicly traded partnership.

     After we commence operations, we may decide to implement a qualified matching service in order to provide a mechanism for our members to transfer limited quantities of our membership units. A qualified matching service typically involves the use of a computerized or printed listing system that lists customers’ bids and/or ask prices to match members who want to dispose of their membership interests with persons who want to buy such interests. If we decide to do so, in addition to the tax laws described above, we must also comply with securities laws and rules regarding exemption from registration as a broker-dealer. Alternatively, we may determine to use an alternative trading service to handle qualified matching service matters for us. If we manage a qualified matching service ourselves, we will not undertake activities that are allowed by the tax laws, if such activities would disqualify us for exemption from registration as a broker-dealer. For example, while the tax rules allow interested buyers and interested sellers to locate each other

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via a qualified matching service, we could not directly participate in the match making without registering as a broker-dealer. We have no intention of registering as a broker-dealer. Therefore, among other restrictions, we must not have any involvement in matching interested buyers with interested sellers. This may make it difficult for our members to find buyers for their units.

Tax Treatment of Our Operation; Flow-Through Taxable Income and Loss; Use of Calendar Year

     We will pay no federal income tax. Instead, as unit holders, investors will be required to report on their income tax return their allocable share of the income, gains, losses and deductions we have recognized without regard to whether they receive cash distributions.

     Because we will be taxed as a partnership, we will have our own taxable year that is separate from the taxable years of our unit holders. Unless a business purpose can be established to support a different taxable year, a partnership must use the “majority interest taxable year” which is the taxable year that conforms to the taxable year of the holders of more than 50 percent of its interests. In this case, the majority interest taxable year is the calendar year.

Tax Consequences to Our Unit Holders

     As a unit holder, for your taxable year with which or within which our taxable year ends you will be required to report on your own income tax return, your distributive share of our income, gains, losses and deductions regardless of whether you receive any cash distributions. To illustrate, a unit holder reporting on a calendar year basis will include his or her share of our 2006 taxable income or loss on his or her 2006 income tax return. A unit holder with a September 30 fiscal year will report his share of our 2006 taxable income or loss on his income tax return for the fiscal year ending September 30, 2007. We will provide each unit holder with an annual Schedule K-1 indicating such holder’s share of our income, loss and separately stated components.

Tax Treatment of Distributions

     Distributions made by us to a unit holder will not be taxable to the unit holder for federal income tax purposes as long as distributions do not exceed the unit holder’s basis in his units immediately before the distribution, provided the distribution is not treated as a guaranteed payment under Section 707(c), a payment to a unit holder not in his or her capacity as a unit holder under Section 707(a), or a distribution subject to the disguised sale rules of Section 737 of the Internal Revenue Code. Cash distributions in excess of unit basis, which is unlikely to occur, are treated as gain from the sale or exchange of the units under the rules described below for unit dispositions.

Initial Tax Basis of Units and Periodic Basis Adjustments

     Under Section 722 of the Internal Revenue Code, investors’ initial basis in the units investors purchase will be equal to the sum of the amount of money investors paid for investors’ units. Here, an investor’s initial basis in each unit purchased will be $                    .

     An investor’s’ initial basis in the units will be increased to reflect the investor’s distributive share of our taxable income, tax-exempt income, gains and any increase in the investor’s share of recourse and qualified non-recourse indebtedness. If the investor makes additional capital contributions at any time, the adjusted basis of the investor’s units will be increased by the amount of any cash contributed or the adjusted basis in any property contributed if additional units are not distributed to investors.

     The basis of an investor’s units will be decreased, but not below zero, by:

• The amount of any cash we distribute to the investors;

• The basis of any other property distributed to the investor;

• The investor’s distributive share of losses and nondeductible expenditures that are “not properly chargeable to capital account;” and

• Any reduction in the investor’s share of certain items of our debt.

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     The unit basis calculations are complex. A member is only required to compute unit basis if the computation is necessary to determine his tax liability, but accurate records should be maintained. Typically, basis computations are necessary at the following times:

• The end of a taxable year during which we suffered a loss, for the purpose of determining the deductibility of the member’s share of the loss;

• Upon the liquidation or disposition of a member’s interest, or

• Upon the non-liquidating distribution of cash or property to an investor, in order to ascertain the basis of distributed property or the taxability of cash distributed.

     Except in the case of a taxable sale of a unit or Amaizing Energy Holding Company’s liquidation, exact computations usually are not necessary. For example, a unit holder who regularly receives cash distributions that are less than or equal to his or her share of our taxable income will have a positive unit basis at all times. Consequently, no computations are necessary to demonstrate that cash distributions are not taxable under Section 731(a)(1) of the Internal Revenue Code. The purpose of the basis adjustments is to keep track of a member’s tax investment in us, with a view toward preventing double taxation or exclusion from taxation of income items upon ultimate disposition of the units.

Deductibility of Losses; At-Risk and Passive Loss Limitations

     A unit holder may deduct losses allocated to him, subject to a number of restrictions. An investor’s ability to deduct any losses we allocate to the investor is determined by applying the following three limitations dealing with basis, at-risk and passive losses:

• Basis. An investor may not deduct an amount exceeding the investor’s adjusted basis in the investor’s units pursuant to Internal Revenue Code Section 704(d). If the investor’s share of our losses exceed the investor’s basis in the investor’s units at the end of any taxable year, such excess losses, to the extent that they exceed the investor’s adjusted basis, may be carried over indefinitely and deducted to the extent that at the end of any succeeding year the investor’s adjusted basis in the investor’s units exceeds zero.

• At-Risk Rules. Under the “at-risk” provisions of Section 465 of the Internal Revenue Code, if an investor is an individual taxpayer, including an individual partner in a partnership, or a closely-held corporation, the investor may deduct losses and tax credits from a trade or business activity, and thereby reduce the investor’s taxable income from other sources, only to the extent the investor is considered “at risk” with respect to that particular activity. The amount an investor is considered to have “at risk” includes money contributed to the activity and certain amounts borrowed with respect to the activity for which the investor may be liable.

• Passive Loss Rules. Section 469 of the Internal Revenue Code may substantially restrict an investor’s ability to deduct losses and tax credits from passive activities. Passive activities include activities conducted by pass-through entities, such as a limited liability company, certain partnerships or S corporations, in which the taxpayer does not materially participate. Losses from passive activities are deductible only to the extent of the taxpayer’s income from other passive activities. Passive activity losses that are not deductible may be carried forward and deducted against future passive activity income or may be deducted in full upon disposition of a unit holder’s entire interest in us to an unrelated party in a fully taxable transaction. It is important to note that “passive activities” do not include dividends and interest income that normally is considered to be “passive” in nature. For unit holders who borrow to purchase their units, interest expense attributable to the amount borrowed will be aggregated with other items of income and loss from passive activities and subjected to the passive activity loss limitation. To illustrate, if a unit holder’s only passive activity is our limited liability company, and if we incur a net loss, no interest expense on the related borrowing would be deductible. If that unit holder’s share of our taxable income were less than the related interest expense, the excess would be nondeductible. In both instances, the disallowed interest would be suspended and would be deductible against future passive activity income or upon disposition of the unit holder’s entire interest in our limited liability company to an unrelated party in a fully taxable transaction.

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Passive Activity Income

     If we are successful in achieving our investment and operating objectives, investors may be allocated taxable income from us. To the extent that an investor’s share of our net income constitutes income from a passive activity, as described above, such income may be offset by the investor’s net losses and credits from investments in other passive activities.

Alternative Minimum Tax

     Individual taxpayers are subject to an “alternative minimum tax” if such tax exceeds the individual’s regular income tax. Alternative minimum taxable income is the taxpayer’s adjusted gross income increased or decreased by the amount of certain adjustments and preference items. We may generate preference items affecting a member’s alternative minimum taxable income. Depending on a member’s other items of income, gain, loss, deduction and credit, the impact of the alternative minimum tax on a member’s overall federal income tax liability may vary from no impact to a substantial increase in tax. Accordingly, each prospective investor should consult with his tax advisor regarding the impact of an investment in Amaizing Energy Holding Company on the calculation of his alternative minimum tax, as well as on his overall federal income tax liability.

Allocations of Income and Losses

Your distributive share of our income, gain, loss or deduction for federal income tax purposes is determined in accordance with our member control agreement. Under Section 704(b) of the Internal Revenue Code, however, the Internal Revenue Service will respect our allocation, or a portion of it, only if it either has “substantial economic effect” or is in accordance with the “partner’s interest in the partnership.” If the allocation or portion thereof contained in our operating agreement does not meet either test, the Internal Revenue Service may reallocate these items in accordance with its determination of each member’s economic interest in us. Treasury Regulations contain guidelines as to whether partnership allocations have substantial economic effect. The allocations contained in the operating agreement are intended to comply with the Treasury Regulations’ test for having substantial economic effect. New unit holders will be allocated a proportionate share of income or loss for the year in which they became unit holders. The operating agreement permits our directors to select any method and convention permissible under Internal Revenue Code Section 706(d) for the allocation of tax items during the time any person is admitted as a unit holder. In addition, the operating agreement provides that upon the transfer of all or a portion of a unit holder’s units, other than at the end of the fiscal year, the entire year’s net income or net loss allocable to the transferred units will be apportioned between the transferor and transferee.

Tax Consequences Upon Disposition of Units

     Gain or loss will be recognized on a sale of our units equal to the difference between the amount realized and the unit holder’s basis in the units sold. The amount realized includes cash and the fair market value of any property received plus the member’s share of certain items of our debt. Although unlikely, since certain items of our debt are included in an investor’s basis, it is possible that an investor could have a tax liability upon the sale of the investor’s units that exceeds the proceeds of sale.

     Except as noted below, gain or loss recognized by a unit holder on the sale or exchange of a unit held for more than one year will be taxed as long-term capital gain or loss. However, to the extent the amount realized on the sale or exchange is attributable to unrealized receivables or inventory owned by us, such amount realized will not be treated as realized from the sale of a capital asset and will give rise to ordinary gain or loss. Unrealized receivables are defined under Internal Revenue Code Section 751(c) to include receivables not previously included in income under the company’s method of accounting and certain items of depreciation recapture. We will assist those members that sell units in determining that portion of the amount realized that is attributable to unrealized receivables or inventory of our company.

Effect of Tax Code Section 754 Election on Unit Transfers

     The adjusted basis of each unit holder in his units, “outside basis,” initially will equal his proportionate share of our adjusted basis in our assets, “inside basis.” Over time, however, it is probable that changes in unit values and cost recovery deductions will cause the value of a unit to differ materially from the unit holder’s proportionate share of the inside basis. Section 754 of the Internal Revenue Code permits a partnership to make an election that allows a transferee who acquires units either by purchase or upon the death of a unit holder to adjust his share of the inside basis to fair market value as reflected by the unit price in the case of a purchase or the estate tax value of the unit in the case of an acquisition upon death of a unit holder. Once the amount of the transferee’s basis adjustment is determined, it is allocated among our various assets pursuant to Section 755 of the Internal Revenue Code.

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     A Section 754 election is beneficial to the transferee when his outside basis is greater than his proportionate share of the entity’s inside basis. In this case, a special basis calculation is made solely for the benefit of the transferee that will determine his cost recovery deductions and his gain or loss on disposition of property by reference to his higher outside basis. The Section 754 election will be detrimental to the transferee if his outside basis is less than his proportionate share of inside basis.

     If we make a Section 754 election, Treasury Regulations require us to make the basis adjustments. In addition, these regulations place the responsibility for reporting basis adjustments on us. We must report basis adjustments by attaching statements to our partnership returns. In addition, we are required to adjust specific partnership items in light of the basis adjustments. Consequently, amounts reported on the transferee’s Schedule K-1 are adjusted amounts.

     Transferees are subject to an affirmative obligation to notify us of their bases in acquired interests. To accommodate concerns about the reliability of the information provided, we are entitled to rely on the written representations of transferees concerning either the amount paid for the partnership interest or the transferee’s basis in the partnership interest under Section 1014 of the Internal Revenue Code, unless clearly erroneous.

     Our operating agreement provides our directors with authority to determine whether or not a Section 754 election will be made. Depending on the circumstances, the value of units may be affected positively or negatively by whether or not we make a Section 754 election. If we decide to make a Section 754 election, the election will be made on a timely filed partnership income tax return and is effective for transfers occurring in the taxable year of the return in which the election is made. Once made, the Section 754 election is irrevocable unless the Internal Revenue Service consents to its revocation.

Our Dissolution and Liquidation may be Taxable to Investors, Unless our Properties are Distributed In-Kind

Our dissolution and liquidation will involve the distribution to investors of the assets, if any, remaining after payment of all of our debts and liabilities. Upon dissolution, investors’ units may be liquidated by one or more distributions of cash or other property. If investors receive only cash upon the dissolution, gain would be recognized by investors to the extent, if any, that the amount of cash received exceeds investors’ adjusted bases in investors’ units. We will recognize no gain or loss if we distribute our own property in a dissolution event. However, since our primary asset will likely be the ethanol plant, it is unlikely that we will make a distribution in kind.

Reporting Requirements

     The IRS requires a taxpayer who sells or exchanges a membership unit to notify us in writing within 30 days, or for transfers occurring on or after December 16 of any year, by January 15 of the following year. Although the IRS reporting requirement is limited to Section 751(a) exchanges, it is more likely than not that a transfer of a unit will constitute a Section 751(a) exchange which requires notification. The written notice required by the IRS must include the names and addresses of both parties to the exchange, the identifying numbers of the transferor, and if known, of the transferee, and the exchange date. Currently the IRS imposes a penalty of $50 for failure to file the written notice unless reasonable cause can be shown.

Tax Information to Members

     We will annually provide each member with a Schedule K-1 (or an authorized substitute). Each member’s Schedule K-1 will set out the holder’s distributive share of each item of income, gain, loss, deduction or credit to be separately stated. Each member must report all items consistently with Schedule K-1 or, if an inconsistent position is reported, must notify the IRS of any inconsistency by filing Form 8062 “Notice of Inconsistent Treatment or Administrative Adjustment Request” with the original or amended return in which the inconsistent position is taken.

Audit of Income Tax Returns

     The Internal Revenue Service may audit our income tax returns and may challenge positions taken by us for tax purposes and may seek to change our allocations of income, gain, loss and deduction to investors. If the IRS were successful in challenging our allocations in a manner that reduces loss or increases income allocable to investors, investors may have additional tax liabilities. In addition, such an audit could lead to separate audits of an investor’s tax returns, especially if adjustments are required, which could result in adjustments on an investors’ tax returns. Any of these events could result in additional tax liabilities, penalties and interest to investors, and the cost of filing amended tax returns.

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     Generally, investors are required to file their tax returns in a manner consistent with the information returns filed by us, such as Schedule K-1, or investors may be subject to possible penalties, unless they file a statement with their tax returns describing any inconsistency. In addition, we will select a “tax matters member” who will have certain responsibilities with respect to any Internal Revenue Service audit and any court litigation relating to us. Investors should consult their tax advisors as to the potential impact these procedural rules may have on them.

     Prior to 1982, regardless of the size of a partnership, adjustments to a partnership’s items of income, gain, loss, deduction or credit had to be made in separate proceedings with respect to each partner individually. Because a large partnership sometimes had many partners located in different audit districts, adjustments to items of income, gains, losses, deductions or credits of the partnership had to be made in numerous actions in several jurisdictions, sometimes with conflicting outcomes. The Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) established unified audit rules applicable to all but certain small partnerships. These rules require the tax treatment of all “partnership items” to be determined at the partnership, rather than the partner, level. Partnership items are those items that are more appropriately determined at the partnership level than at the partner level, as provided by regulations. Since we will be taxed as a partnership, the TEFRA rules are applicable to our members and us.

     The Internal Revenue Service may challenge the reporting position of a partnership by conducting a single administrative proceeding to resolve the issue with respect to all partners. But the Internal Revenue Service must still assess any resulting deficiency against each of the taxpayers who were partners in the year in which the understatement of tax liability arose. Any partner of a partnership can request an administrative adjustment or a refund for his own separate tax liability. Any partner also has the right to participate in partnership-level administrative proceedings. A settlement agreement with respect to partnership items binds all parties to the settlement. The TEFRA rules establish the “Tax Matters Member” as the primary representative of a partnership in dealings with the Internal Revenue Service. The Tax Matters Member must be a “member-manager” which is defined as a company member who, alone or together with others, is vested with the continuing exclusive authority to make the management decisions necessary to conduct the business for which the organization was formed. In our case, this would be a member of the board of directorswho is also a unit holder of the company. Our operating agreement provides for board designation of the Tax Matters Member. The Internal Revenue Service generally is required to give notice of the beginning of partnership-level administrative proceedings and any resulting administrative adjustment to all partners whose names and addresses are furnished to the Internal Revenue Service.

Interest on Underpayment of Taxes; Accuracy-Related Penalties; Negligence Penalties

     If we incorrectly report an investor’s distributive share of our net income, such may cause the investor to underpay his taxes. If it is determined that the investor underpaid his taxes for any taxable year, the investor must pay the amount of taxes he underpaid plus interest on the underpayment and possibly penalties from the date the tax was originally due. Under recent law changes, the accrual of interest and penalties may be suspended for certain qualifying individual taxpayers if the IRS does not notify an investor of amounts owing within 18 months of the date the investor filed his income tax return. The suspension period ends 21 days after the Internal Revenue Service sends the required notice. The rate of interest is compounded daily and is adjusted quarterly.

     Under Section 6662 of the Internal Revenue Code, penalties may be imposed relating to the accuracy of tax returns that are filed. A 20 percent penalty is imposed with respect to any “substantial understatement of income tax” and with respect to the portion of any underpayment of tax attributable to a “substantial valuation misstatement” or to “negligence.” All those penalties are subject to an exception to the extent a taxpayer had reasonable cause for a position and acted in good faith.

     The Internal Revenue Service may impose a 20 percent penalty with respect to any underpayment of tax attributable to negligence. An underpayment of taxes is attributable to negligence if such underpayment results from any failure to make a reasonable attempt to comply with the provisions of the Code, or any careless, reckless, or intentional disregard of the federal income tax rules or regulations. In addition, regulations provide that the failure by a taxpayer to include on a tax return any amount shown on an information return is strong evidence of negligence. The disclosure of a position on the taxpayer’s return will not necessarily prevent the imposition of the negligence penalty.

State and Local Taxes

In addition to the federal income tax consequences described above, investors should consider the state and local tax consequences of an investment in us. This prospectus makes no attempt to summarize the state and local tax consequences to an investor. Investors are urged to consult their own tax advisors regarding state and local tax obligations.

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LEGAL MATTERS

     The validity of the issuance of the units offered by this prospectus as well as the validity of the disclosure relating to the principal federal income tax consequences of owning and disposing of the units offered will be passed upon for us by Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C., Des Moines, Iowa.

     We are not a party to any pending legal proceedings.

EXPERTS

Corporate Legal Counsel

     The company utilizes the legal services of Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P. L. C., 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309-2510. This firm was established in 1951 and has provided sound legal support to its clients in a vast number of business environments throughout the years.

Independent Registered Public Accounting Firm

     Boulay, Heutmaker, Zibell & Co., PLLP, an independent registered public accounting firm, has audited the financial statements of CassCo Amaizing Energy, LLC and Amaizing Energy, L.L.C. at and for the year ended September 30, 2006, as set forth in their reports appearing in this prospectus and registration statement. We have included our audited financial statements in the prospectus and elsewhere in this registration statement in reliance on the reports from Boulay, Heutmaker, Zibell & Co., PLLP, given on their authority as experts in accounting and auditing.

TRANSFER AGENT AND REGISTRAR

     We will serve as our transfer agent and registrar.

ADDITIONAL INFORMATION

     We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the membership units we are offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedules to the registration statement. For further information with respect to our membership units, and us we refer you to the registration statement and to the exhibits and schedules to the registration statement. Statements contained in this prospectus about the contents of any contract or any other document are not necessarily complete, and, in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

     You may read and copy the registration statement of which this prospectus is a part at the SEC’s Public Reference Room, which is located at 100 F Street, N.E., Room 1580, Washington, D.C., 20549. You can request copies of the registration statement by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operating of the SEC’s Public Reference Room. In addition, the SEC maintains an Internet website, which is located at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. You may access the registration statement of which this prospectus is a part at the SEC’s Internet website.

     As of effectiveness of our registration statement, we will be required to file periodic reports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 15 of the Securities and Exchange Act of 1934. Our quarterly reports will be made on Form 10-Q, and our annual reports are made on Form 10-K. As of the date of this prospectus, our filings will be made pursuant to Regulation S-K. We will also make current reports on Form 8-K. Except for our duty to deliver audited annual financial statements to our members pursuant to our operating agreement, we are not required to deliver an annual report to security holders and currently have no plans to do so. However, each filing we make with the SEC is immediately available to the public for inspection and copying at the Commission’s public reference facilities and the web site of the Commission referred to above or by called the SEC at 1-800-SEC-0330.

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AMAIZING ENERGY HOLDING COMPANY, LLC

C O N T E N T S

Financial Statements
Consolidated Balance Sheet	F-2 – F-3
Consolidated Statement of Operations	F-4
Consolidated Statement of Cash Flows	F-5
Notes to Financial Statements	F-6 - F - 16

F-1

AMAIZING ENERGY HOLDING COMPANY, LLC

Consolidated Balance Sheet (Unaudited)

	January 31,
	2007
ASSETS
Current Assets
Cash and cash equivalents	$	10,771,540
Accounts receivable Trade		7,029,179
Other receivables		96,923
Inventory		6,242,934
Derivative instruments		10,741,744
Prepaid expenses		498,159
Total current assets		35,380,479
Property and Equipment
Land and land improvements		5,206,344
Buildings		13,490,619
Grain handling equipment		18,368,005
Equipment		324,516
Mechanical equipment		30,785,082
Construction in progress		1,396,946
		69,571,512
Less accumulated depreciation		(6,465,120	)
Net property and equipment		63,106,392
Other Assets
Deferred offering costs		45,542
Debt issuance costs, net		236,050
Land options		20,500
Long-term investments		178,063
Contractual rights		10,000,000
Construction deposit		1,000,000
Total other assets		11,480,155
Total Assets	$	109,967,026

Notes to consolidated financial statements are an integral part of this Statement.

F-2

AMAIZING ENERGY HOLDING COMPANY, LLC

Consolidated Balance Sheet (Unaudited)

	January 31,
	2007
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Current maturities of long-term debt	$	9,483,175
Accounts payable		3,656,670
Accrued expenses		463,132
Distributions payable		8,123,480
Total current liabilities		21,726,457
Long-Term Debt, net of current maturities		13,116,408
Commitments and Contingencies
Members’ Equity, 107,868,805 units issued and outstanding		75,124,161
Total Liabilities and Members’ Equity	$	109,967,026

Notes to consolidated financial statements are an integral part of this Statement.

F-3

AMAIZING ENERGY HOLDING COMPANY, LLC

Consolidated Statement of Operations (Unaudited)

	Four Months Ended
	January 31,
	2007
REVENUES	$	44,407,215
COST OF GOODS SOLD		21,785,370
GROSS MARGIN		22,621,845
OPERATING EXPENSES		5,063,704
OPERATING INCOME FROM OPERATIONS		17,558,141
OTHER INCOME (EXPENSES)
Interest income		133,154
Interest expense		(657,922	)
Other income		55,608
Gain on insurance settlement		4,690,610
Total other income, net		4,221,450
NET INCOME	$	21,779,591
Net Income Per Unit (107,868,805 units outstanding)	$	0.22

Notes to consolidated financial statements are an integral part of this Statement.

F-4

AMAIZING ENERGY HOLDING COMPANY, LLC

Consolidated Statement of Cash Flows (Unaudited)

	Four Months Ended
	January 31,
	2007
Cash Flows from Operating Activities
Net income	$	21,779,591
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,721,369
Gain on insurance settlement		(4,690,610	)
Gain on derivative investments		(6,390,133	)
Change in assets and liabilities Accounts receivable		(648,956	)
Inventory		(2,936,840	)
Derivative instruments		(2,075,000	)
Prepaid expenses		(243,040	)
Accounts payable		698,466
Accrued expenses		(60,113	)
Net cash provided by operating activities		7,154,734
Cash Flows from Investing Activities
Capital expenditures		(2,349,512	)
Payment for land options		(18,000	)
Net cash used in investing activities		(2,367,512	)
Cash Flows from Financing Activities
Payments of long-term debt		(880,818	)
Payments for financing costs		(6,180	)
Distributions paid to members		(4,574,700	)
Net cash used in financing activities		(5,461,698	)
Net Decrease in Cash and Cash Equivalents		(674,476	)
Cash and Cash Equivalents – Beginning of Period		11,446,016
Cash and Cash Equivalents – End of Period	$	10,771,540
Supplemental Cash Flow Information
Interest paid	$	664,925
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Construction payable incurred for construction in progress	$	1,271
Capital expenditures in accounts payable	$	112,687
Dividends accrued but not paid	$	8,123,480
Issuance of units in exchange for the CassCo Amaizing Energy, LLC investment	$	4,982,638
Issuance of units upon reorganization and merger	$	61,060,112
Deferred offering costs in accounts payable	$	35,343

Notes to consolidated financial statements are an integral part of this Statement.

F-5

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Financial Statements

January 31, 2007

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in each subsidiary company’s audited financial statements for the year ended September 30, 2006.

In the opinion of management, the interim consolidated financial statements reflect all adjustments considered necessary for fair presentation. The adjustments made to these statements consist only of normal recurring adjustments.

Nature of business

Amaizing Energy Holding Company, LLC has two wholly-owned subsidiaries: Amaizing Energy Denison, LLC (“Denison”) and Amaizing Energy Atlantic, LLC (“Atlantic”), collectively known as “the Company”. In January 2007, the members of Amaizing Energy, LLC and CassCo Amaizing Energy, LLC voted on and approved the reorganization of their companies. The companies were reorganized into wholly-owned subsidiaries of Amaizing Energy Holding Company, LLC. The reorganization was consummated through the adoption of a Merger Agreement and Plan of Merger, pursuant to which, Amaizing Energy, LLC merged with and into Amaizing Energy Denison, LLC, (“Denison”) and CassCo Amaizing Energy, LLC merged with and into Amaizing Energy Atlantic, LLC (“Atlantic”). As part of the reorganization and merger, the members of Atlantic and Denison received membership units of the Company in exchange for their membership units in Atlantic and Denison. The membership units of the Holding Company issued pursuant to the merger are of a single class. On January 31, 2007, the merger was completed.

Amaizing Energy Denison, LLC. is located in Denison, Iowa. Denison was organized to pool investors to build and operate a 40 million gallon per year (MMGY) production ethanol plant with distribution to upper Midwest states. Process improvements were made to the plant bringing the current production to 55 million gallons per year, with improvements currently being worked on to bring the total production to 60 million gallons per year by the end of 2007. Denison was originally formed as Amaizing Energy, LLC on June 21, 2001 and was a development stage enterprise until production began in September 2005, at which time operations formally commenced.

Amaizing Energy Atlantic, LLC was organized to pool investors to build and operate a 100 million gallon ethanol (MMGY) and by-product facility near Atlantic, Iowa. Atlantic was originally formed as CassCo Amaizing Energy, LLC on February 13, 2006 as a development stage enterprise. As of January 31, 2007, Atlantic is in the development stage with its efforts being principally devoted to organizational and equity raising activities.

Principles of consolidation

The consolidated financial statements include the accounts of Amaizing Energy Holding Company, LLC and its wholly-owned subsidiaries of Amaizing Energy Denison, LLC and Amaizing Energy Atlantic, LLC. These consolidated financial statements include the four months of operating activity of the Company’s subsidiaries prior to the January 31, 2007 merger. All significant intercompany balances and transactions are eliminated in consolidation.

Fiscal reporting period

The Company has adopted a fiscal year ending September 30 for reporting financial operations.

Accounting Estimates

Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The significant estimates identified in the financial statements include the amounts recorded for the build time-slot with NEK-SEN Energy, LLC valued at $10,000,000 and the non-refundable $1,000,000 paid by Denison on behalf of Atlantic to the related general contractor for down payment of the build-slot. Actual results could differ from these estimates and it is at lease reasonably possible that the estimate will change in the near term.

F-6

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

Organizational and Start Up Costs

The Company expenses all organizational and start up costs as incurred.

Fair Value

The carrying value of cash and equivalents approximates their fair value.

The Company believes the carrying amount of derivative instruments approximates fair value based on quoted market prices.

It is not currently practicable to estimate fair value of the long-term investments, line of credit and long-term debt. Because these agreements contain certain unique terms, conditions, covenants, and restrictions, as discussed in Note 4 and 5, there are no readily determinable similar instruments on which to base an estimate of fair value.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

The Company maintains its accounts primarily at two financial institutions. At times throughout the year, the Company’s cash and cash equivalents balances, which include money market funds with a maturity of less than three months, may exceed amounts insured by the Federal Deposit Insurance Corporation. At January 31, 2007 such money market funds approximated $8,390,000. The Company does not believe it is exposed to any significant credit risk on its cash and equivalents.

Revenue Recognition

The Company generally sells ethanol and related products pursuant to marketing agreements. Revenues are recognized when the customer has taken title, which occurs when the product is shipped, and the customer has assumed the risks and rewards of ownership, prices are fixed or determinable, and collectibility is reasonably assured.

In accordance with the Company’s agreements for the marketing and sale of ethanol and related products, marketing fees and commissions due to the marketers are deducted from the gross sales price at the time payment is remitted to the Company. Because the Company is the primary obligor in the sales arrangement with the customer, these sales and marketing fees and commissions are recorded gross in the accompanying consolidated statements of operations.

The Company records incentives received from federal and state programs related to the production of ethanol, as other income, when the Company has sold the ethanol and completed all the requirements of the applicable incentive program.

Accounts Receivable

Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral.

Accounts receivable are recorded at their estimated net realizable value. Accounts are considered past due if payment is not made on a timely basis in accordance with the Company’s credit terms. Accounts considered uncollectible are written off. The Company’s estimate of the allowance for doubtful accounts is based on historical experience, its evaluation of the current status of receivables, and unusual circumstances, if any. At January 31, 2007, the Company was of the belief that such amounts would be collectible and thus an allowance was not considered necessary.

Inventory

Inventory consists of raw materials, work in process, and finished goods. Corn is the primary raw material and along with other raw materials, is stated at the lower of average cost or market. Finished goods consist of ethanol, dried distiller grains and modified wet distiller grains, and are stated at the lower of first in first-out, (FIFO method) cost or market.

F-7

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

Debt Issuance Costs

Debt issuance costs are being amortized over the term of the related debt by the use of the effective interest method.

Deferred Offering Costs

The Company defers costs incurred to raise equity financing until that financing occurs. At the time that the issuance of new equity occurs, these costs will be netted against the proceeds received; or if financing does not occur, they will be expensed.

Property and Equipment

Property and equipment is stated at the lower of cost or estimated fair value. Depreciation is computed by the straight-line method over the following estimated useful lives:

Asset Description	Years
Land improvements	15-20 years
Buildings	15-40 years
Grain handling equipment	15 years
Mechanical equipment	10-15 years
Equipment	5-10 years

Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized. Construction in progress expenditures will be depreciated using the straight-line method over their estimated useful lives once the assets are placed into service. The Company has not currently capitalized interest related to the construction in progress, as the amount is immaterial. However, we will likely begin capitalizing interest during the year.

Long-lived Assets

The Company reviews property and equipment for impairment in accordance with Statement of Financial Accounting Standards No. 144 (SFAS No. 144), Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate. If property and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. The Company has not recognized any long-lived asset impairment charges as of January 31, 2007.

Derivative Instruments

The Company accounts for derivatives in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires the recognition of derivatives in the balance sheet and the measurement of these instruments at fair value.

In order for a derivative to qualify as a hedge, specific criteria must be met and appropriate documentation maintained. Gains and losses from derivatives that do not qualify as hedges, or are undesignated, must be recognized immediately in earnings. If the derivative does qualify as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will be either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Changes in the fair value of undesignated derivatives are recorded in cost of goods sold.

F-8

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

Additionally, SFAS No. 133 requires a company to evaluate its contracts to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted as “normal purchases or normal sales”. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal are documented as normal and exempted from the accounting and reporting requirements of SFAS No. 133, and therefore, are not marked to market in our financial statements.

Cash flows associated with derivative instruments are presented in the same category on the consolidated statement of cash flow as the item being hedged.

Income Taxes

The Company is treated as a partnership for federal and state income tax purposes and generally does not incur income taxes. Instead, the earnings and losses are included in the income tax returns of the members. Therefore, no provision or liability for federal or state income taxes has been included in these consolidated financial statements.

Environmental Liabilities

The Company’s operations are subject to various environmental laws and regulations. The Company has adopted policies, practices, and procedures in the areas of pollution control, occupational health, and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the liability, if any, which could result from failure in any of these areas. Environmental liabilities are recorded when the liability is probable and the future costs can reasonably estimated.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157) to increase consistency and comparability in fair value measurements by defining fair value, establishing a framework for measuring fair value in generally accepted accounting principles, and expanding disclosures about fair value measurements. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement and is effective for the fiscal years beginning after November 15, 2007. The Company is in the process of evaluating the effect, if any, that the adoption of SFAS No. 157 will have on its consolidated results of operations and financial condition.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159) which included an amendment of FASB Statement 115. This Statement provides companies with an option to report selected financial assets and liabilities at fair value. This Statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Company is in the process of evaluating the effect, if any, that the adoption of SFAS No. 159 will have on its consolidated results of operations and financial condition.

NOTE 2. ORGANIZATION OF HOLDING COMPANY

The Company was formed as a holding company with two wholly-owned subsidiaries on January 31, 2007 to have a perpetual life. The Company was formed by a reorganization and merger, whereas the members of Atlantic and Denison received membership units of the Company in exchange for their membership units in Atlantic and Denison.

The Company prepared a Form S-1 Registration Statement with the Securities and Exchange Commission (SEC) for a minimum of $40,000,000 and up to a maximum of $120,000,000. The offering is intended to close twelve months after the offering is declared effective by the SEC.

As specified in the Company’s limited liability company agreement, the Company is authorized to issue additional units as needed. The Company has one class of units, which include certain transfer restrictions as specified in the limited liability company agreement and pursuant to applicable tax and securities laws. Each unit represents a pro rata ownership interest in the Company’s profits, losses and distributions. As part of the merger, each subsidiary’s membership units were converted to $2 units plus each member’s pro rata share of the profit or loss, allocated to the unit price.

F-9

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

In August 2006, Cassco Amaizing Energy, LLC issued units valued at $10,000,000 to NEK-SEN Energy, LLC, in exchange for contractual rights relating to the Company’s design build contract with the related general contractor. In addition, prior to the merger, $1,000,000 in units were issued by CassCo Amaizing Energy, LLC to Amaizing Energy, LLC for deposit monies it has paid to the related general contractor for a down payment on the build-slot.

Atlantic Energy, LLC’s investment in CassCo Amaizing Energy, LLC of $250,000, net of their share of the accumulated net loss, was distributed to Amaizing Energy Holding Company, LLC in exchange for the issuance of 500,000 units at $0.48 per unit, to the former members of Atlantic Energy, LLC.

Amaizing Energy, LLC’s investment in CassCo Amaizing Energy, LLC of $5,050,000, net of their share of the accumulated net loss, was distributed to Amaizing Energy Holding Company, LLC in exchange for the issuance of 2,800,000 units at a weighted average per unit rate of $1.78 per unit, to the former members of Amaizing Energy LLC.

In addition to the $5,050,000 allocation mentioned above, Amaizing Energy’s original five members had investments of $50,942,429 which was distributed to Amaizing Energy Holding Company, LLC in exchange for the issuance of 99,568,805 units at $0.51 per unit, to the former members of Amaizing Energy, LLC.

NEK-SEN Energy, LLC’s investment in CassCo Amaizing Energy, LLC of $10,000,000, net of their share of the accumulated net loss, was distributed to Amaizing Energy Holding Company, LLC in exchange for the issuance of 5,000,000 units at $1.98 per unit, to the former members of NEK-SEN Energy, LLC.

NOTE 3. INVENTORY

Inventory consisted of the following at January 31, 2007:

Raw materials	$	5,786,046
Work in process		240,171
Finished goods		216,717
	$	6,242,934

NOTE 4. DERIVATIVE INSTRUMENTS

In order to reduce the risk caused by market fluctuations, the Company hedges its anticipated corn and natural gas purchases by entering into options, futures contracts, and swap agreements. These contracts are used with the intention to fix the purchase price of the Company’s anticipated requirements of corn and natural gas in production activities. The fair value of these contracts is based on quoted prices in active exchange-traded or over-the-counter markets. The fair value of the derivatives is continually subject to change due to changing market conditions. The Company does not formally designate these instruments as hedges and, therefore, records in earnings adjustments caused from marking these instruments to market on a monthly basis.

At January 31, 2007, the Company had recorded an asset for derivative instruments related to corn and natural gas option and futures positions of approximately $10,742,000. The Company has recorded a gain of approximately $6,390,000, which includes unrealized gains of approximately $9,468,000, in cost of goods sold for the four months ending January 31, 2007.

NOTE 5. LINE OF CREDIT

The Company has an available line of credit up to a maximum of $2,000,000 subject to borrowing base limitations at one of the following interest rate options: the weekly quoted variable rate, the quoted fixed rate or a fixed rate of LIBOR plus 3.35%. The quoted fixed or LIBOR rates may only be fixed in increments of $100,000 or in multiples thereof not to exceed a total of five fixes at one time (8.72% at January 31, 2007). The line of credit is secured by substantially all Company assets and expired in October 2006. The line of credit was extended, with essentially the same terms, in December 2006, and expired in February 2007. At January 31, 2007, $0 was outstanding on this line of credit.

F-10

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

In October 2004, the Company issued a $1,700,000 non-revolving letter of credit against the master loan agreement in favor of its natural gas company discussed in Note 9. In April 2007, the Company amended the letter of credit and decreased the amount to $1,543,000. The letter of credit expires on April 1, 2008.

NOTE 6. LONG-TERM DEBT

Long-term debt consisted of the following at January 31, 2007:

Term loan	$	22,100,000
Revolving term loan		—
Note payable with monthly installments of $4,618 including interest at 2.27%, maturing September 2007 and secured by equipment.		124,583
Non-interest bearing note payable due in monthly installments of $2,500, $100,000 forgivable upon production of 40 million gallons of ethanol, maturing March 2011 and secured by substantially all assets of the Company and subordinated to the senior debt.		375,000
		22,599,583
Current maturities		9,483,175
	$	13,116,408

In 2004 during the construction of the Denison plant, the Company entered into a credit agreement with a financial institution to partially finance the construction of the plant. Under the credit agreement, the lender provided a term loan for $25,000,000, a revolving term loan of $8,000,000 and a revolving line of credit of $2,000,000. The $2,000,000 line of credit was allowed to expire as further discussed in Note 5.

The term loan and the revolving term loan described below are subject to a common credit agreement with various financial and non-financial covenants that limit distributions, require minimum debt service coverage, net worth and working capital requirements. Specific terms for each loan are as follows:

Term Loan

The Company is required to make 28 quarterly principal payments of $850,000 plus accrued interest until March 2013 with a final installment in an amount equal to the remaining unpaid balance on June 20, 2013. During fiscal 2005, the Company was required to make a one-time principal payment for the amount of any working capital in excess of $4,500,000. For fiscal years 2006 to 2008, the Company is required to make an additional principal payments equal to 75% of the of the Company’s excess cash flow as defined in the loan agreement not to exceed $6,000,000 per fiscal year. The payments are applied to the principal installments in the inverse order of maturity. The note includes one of the following interest rate options: the agent base variable rate plus .45%, quoted fixed per annum rate, or a fixed rate of LIBOR plus 3.35%. The quoted rate may only be fixed on increments of $500,000 or multiples thereof, and the LIBOR rates may only be fixed in increments of $100,000 or in multiples thereof, both rates not to exceed a total of ten fixes at any one time. The note currently includes fixed and variable interest with $5,000,000 fixed at 8.13% until February 2009, $2,500,000 fixed at 8.21% until February 2011 and $14,600,000 at a variable rate of 8.70%. The note is secured by substantially all assets of the Company. The balance outstanding at January 31, 2007 was $22,100,000.

Revolving term loan

The Company has a mortgage note payable revolver for up to a maximum of $8,000,000 with a decreasing commitment to $6 million at December 2013, $4 million at June 2014, $2 million at December 2014, maturing June 2015. The note includes one of the following interest rate options: the agent base variable rate, quoted fixed per annum rate, or a fixed rate of LIBOR plus 3.35%. The quoted rate and LIBOR rate may only be fixed on increments of $100,000 or multiples thereof, not to exceed a total of ten fixes at any one time. The note is secured by substantially all assets of the Company. The Company is required to pay a commitment fee on the average daily unused portion of the commitment at a rate of 0.5% per year. At January 31, 2007, there is no balance outstanding.

F-11

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

The non-interest bearing note payable, as discussed above, bears a $100,000 forgivable loan clause. The conditions for forgiveness have been met. The Company is in the process of fulfilling documentation requirements for the forgiveness, and expects the debt to be officially forgiven in the spring of 2007.

     Scheduled long-term debt maturities are as follows:

Years Ending January 31,
2008	$	9,483,175
2009		3,482,637
2010		3,448,771
2011		3,430,000
2012		2,530,000
Thereafter		225,000
	$	22,599,583

NOTE 7. MEMBERS’ EQUITY

The Company has one class of membership units. The units have no par value and have identical rights, obligations and privileges. Income and losses are allocated to all members based upon their respective percentage of units held. As of January 31, 2007, the Company has 107,868,805 membership units issued and outstanding.

NOTE 8. EMPLOYEE BENEFIT PLANS

The Company has a defined contribution plan available to all of its qualified employees at the Denison location. The Company contributes up to 100% of the contributions of the employee up to 3% of gross wages for 2007 of the eligible salary of each employee. Company contributions totaled approximately $18,700 for the four months ended January 31, 2007.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Grants

In August 2006, the Company was awarded a $250,000 Energy Efficiency Improvements Grant from the United States Department of Agriculture for their Denison location to complete a Dry Mill Ethanol Project Plant-wide Optimization Project. The Company will match the grant funding with an amount equal to the grant, and anticipates total project costs to be approximately $1,865,000. The funding period for the grant will conclude in June 2007. For the period ended January 31, 2007, the Company recognized no income under the grant agreement.

In September 2006, the Company was awarded a $300,000 Value-Added Producer Grant from the United States Department of Agriculture for their Denison location. The grant funds and matching funds shall only be used for the purposes and activities related to planning activities such as feasibility studies or business plans, or for working capital for marketing value-added agriculture products. The project must be started by January 1, 2007 and be completed by December 31, 2007. For the period ended January 31, 2007, the Company recognized no income under the grant agreement.

Natural Gas Transportation Services – Denison

The Company has issued a letter of credit as security for construction of facilities and throughput services for natural gas in the amount of $1,543,000 as further discussed in Note 5. The Company also issued a letter of credit in the amount of $80,000 which expired in October 2006 as security to its electrical supplier. There are no amounts drawn against these letters of credit at January 31, 2007. The Company has entered into a transportation agreement to transport a total of approximately 1,306,000 MMBtu through December 31, 2015.

F-12

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

Marketing Agreements — Denison

In December 2006, the Company entered into a marketing agreement with a national marketing company with an affiliate of the Company’s former marketing company for the exclusive right to market all the ethanol produced by the Denison plant effective January 1, 2007. The term of the agreement is for two years with automatic one year renewals unless terminated by either party with at least a 90 day written notice. Sales through January 31, 2007 with this marketer were approximately $39,671,000 with outstanding receivables relating to those sales totaling approximately $6,156,000. The Company could market its ethanol with other marketers without any significant effects on operations.

The Company has entered into a marketing agreement with a marketing company, a related party, for the exclusive right to market all the distiller’s grains produced by the Denison plant. The term of the agreement extends to September 2006 with automatic one year renewals unless terminated by either party. Sales through January 31, 2007 with this marketer were approximately $4,731,000 with outstanding receivables relating to those sales totaling approximately $723,000. The Company could market its distiller’s grains with other marketers without any significant effects on operations.

Natural Gas, Corn, Ethanol and Denaturant Contracts — Denison

In the ordinary course of business, the Company enters into forward purchase contracts for its commodity purchases and sales. The Company has forward corn purchase contracts to purchase approximately 9,879,700 bushels at an average price of $3.35 through December 2008.

The Company has forward ethanol sales contracts to sell approximately 13,049,000 gallons at an average price of $1.87 through June 2007. The Company has forward dry distiller’s grains contracts to sell approximately 1,000 tons at an average price of $76 through September 2007. The Company has forward modified distiller’s grains contracts to sell approximately 137,400 tons at an average price of $33.50 through December 2007.

The Company has forward natural gas contracts of 3,300 Mmbtu per day for February through March 2007 physical gas at Index plus 0.05625.

Distributions

In October 2006, the Board of Directors of Denison declared a distribution to the former members of Amaizing Energy, LLC of approximately $0.30 per unit, for a total of approximately $4,634,700 to the members on record at October 31, 2006. The dividend was paid in November 2006 except for approximately $60,000 which is due to one member.

In January 2007, the Board of Directors of Denison declared a distribution to the former members of Amaizing Energy, LLC of approximately $0.52 per unit, for a total of approximately $8,033,480 to the members on record at January 30, 2007. The dividend was not paid out as of January 31, 2007.

In January 2007, the Board of Directors of Denison approved the payment of $30,000 to correct the calculation of the October 2006 dividend. The dividend was not paid out as of January 31, 2007.

Plant Construction — Atlantic

The total cost of the project, including the construction of the ethanol plant and start-up expenses, is expected to approximate $191,163,000. In August 2006, the Company signed a non-binding letter of intent with a related general contractor to build the plant at the Atlantic, Iowa location to design and build the ethanol plant for a total contract price of approximately $119,698,000. Upon execution of the non-binding letter of intent, a $1,000,000 commitment fee was paid to the contractor. The contract price is subject to changes based on corresponding changes to the Construction Cost Index (CCI), published by Engineering News-Record Magazine, from June 2006 (7699.59). Due to increases in the CCI at March 2007 (7856.27), the estimated contract price will be approximately $2,400,000 more than the price as stipulated in the design build agreement. Upon mobilization the Company will be required to pay the general contractor an $8,000,000 mobilization fee. The letter of intent will terminate on December 31, 2007, unless otherwise agreed to by the Company and the general contractor.

F-13

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

Plant Expansion Construction – Denison

The total cost of the expansion to the existing plant is expected to approximate $98,131,000. In May 2007, the Company signed a non-binding letter of intent with a related general contractor to build a 40 million gallon per year (MMGY) expansion to the plant at the Denison, Iowa location, for a contract price of approximately $52,160,000, bringing total capacity of ethanol production at the Denison location to 100 million gallons per year. Upon execution of the letter of intent, the Company paid a $400,000 non-refundable commitment fee to the contractor. The contract price is subject to changes based on corresponding changes to the Construction Cost Index (CCI), published by Engineering News-Record Magazine, from March 2007 (7856.27). For each calendar month that has passed between March 2007 and the month the notice to proceed is not given, the contract price will increase by a percentage amount equal to the percentage increase in the CCI, and in addition the general contractor will add a surcharge to the contract price of 0.50% for each calendar month past the notice to proceed date, not to exceed a total of 15% increase. Upon mobilization the Company will be required to pay the general contractor a $10,000,000 mobilization fee. The letter of intent will terminate on March 31, 2008, unless otherwise agreed to by the Company and the general contractor.

Land options

The Company entered into options on several adjacent parcels of land in the area of Cass County, Iowa, to build the plant at the Atlantic, Iowa location. In addition, the Company entered into options on adjacent parcels of land in the area of Jasper County, Iowa, to build an expansion at the Denison, Iowa location.

Land Options — Atlantic

In May 2006, the Company entered into an agreement with a real estate development company for the option to purchase land in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for this option. The option period runs through January 1, 2007 unless a written agreement extends the option period. If the option is exercised during the time permitted, all consideration will be applied to the purchase price. In November 2006, the option was exercised and a down payment of $10,000 was made by the Company. In December 2006, the Company closed on 61.1 acres at $12,000 per acre for a total purchase price of approximately $733,000 for the land.

In May 2006, the Company entered into an agreement with a real estate development company for the option to purchase land in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for this option. The option period runs through January 1, 2007 unless a written agreement extends the option period. If the option is exercised during the time permitted, all consideration will be applied to the purchase price. In December 2006, a down payment of $10,000 was made. In February 2007, the option was exercised on a parcel of 60.44 acres at $8,500 per acre for a total purchase price of approximately $514,000.

In May 2006, the Company entered into an agreement with a real estate development company for the option to purchase land in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for this option. The option period runs through January 1, 2007 unless a written agreement extends the option period. If the option is exercised during the time permitted, all consideration will be applied to the purchase price. In January 2007, the Company exercised the option and paid approximately $42,000 for 3.52 acres of land.

In May 2006, the Company entered into two option agreements with a real estate development company for the option to purchase two parcels of land, totaling 125 acres of land, in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for each of these options. The option period runs through January 1, 2007 unless a written agreement extends the option period. If the options are exercised during the time permitted, all consideration will be applied to the purchase price. This option was allowed to expire and the option was expensed.

F-14

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

Land Options — Denison

In January 2007, the Company entered into an agreement with an unrelated party granting the option to purchase up to 115 acres of land in Jasper County, Iowa. Under the terms of the option agreement, the Company paid $20,000 for the option which shall be applied to the purchase price of the land. The Company can purchase 90 acres for $23,222.22 per acre and any additional acres, up to 25 acres, for $20,000 per acre. In addition, regardless of the number of acres purchased by the Company, a $0.125 per bushel premium will be paid quarterly on the first 1,000,000 bushels delivered. The option expires on December 31, 2007. If the Company does not exercise the option the option consideration will be forfeited.

In January 2007, the Company entered into an agreement with an unrelated party granting the option to purchase land in Jasper County, Iowa. Under the terms of the option agreement, the Company paid $1 for the option which shall be applied to the purchase price of the land. The remaining consideration for the land shall be paid in $600,000 in membership units regardless of the number of acres purchased. The option expires on December 31, 2007. If the Company does not exercise the option the option consideration will be forfeited.

Consulting Contracts

In February 2006, the Company entered into a verbal consulting agreement with a related party to assist in negotiating contracts, raising equity, and securing debt financing for the Atlantic location. The agreement will continue through June 17, 2007. The Company pays the related party $8,333 per month under the verbal agreement. Through January 31, 2007, the Company incurred consulting services of approximately $92,000 under the agreement with $8,333 included in accounts payable.

In August 2006, the Company entered into a consulting agreement with an unrelated party to provide geotechnical exploration services for the Atlantic location. The scope of services includes subsurface exploration, laboratory evaluations, engineering evaluations and reports, and performance schedules. The total costs of these services are expected to approximate $44,000 to $49,000. For the period ended January 31, 2007, the Company incurred approximately $43,000 under the agreement.

Construction Contracts

In October 2006, the Company entered into an agreement with an unrelated party to provide design-build services for railroad track construction for the Atlantic location. The agreement consists of three phases: phase 1 for conceptual drawings for a potential track layout estimated at $3,300, phase 2 for drawings of the track construction estimated at $14,600, and phase 3 for the construction of the railroad tracks whereby actual costs plus 10% estimated at approximately $2,680,000. The agreement also includes a rail yard grading plan with estimated costs of $6,200. For the period ended January 31, 2007, the Company incurred approximately $24,000 under the agreement.

In October 2006, the Company entered into an agreement with an unrelated party to provide relocation services for gas lines on the proposed land site for the Atlantic location. The total estimated project cost is approximately $548,000, with one installment of $240,000 due and paid on November 3, 2006, and the remaining amount based on actual costs incurred, was paid on December 15, 2006.

In December 2006, the Company entered into a consulting agreement with an unrelated party to provide engineering services for the water and sewer extension project for the Atlantic location. The project is divided into right-of-way, basic design, bid and construction services. The engineering fees for the right-of-way services is estimated at $3,000; the basic design service fee is a lump sum of $22,500; the bid services fee is a lump sum of $2,000; and an estimated fee of $14,500 for construction services. The agreement may be terminated by either party with a seven days’ written notice. As of January 31, 2007, the Company incurred approximately $8,000 under the agreement with approximately $5,000 included in accounts payable.

In December 2006, the Company entered into a consulting agreement with an unrelated party to provide engineering services for a road paving project for the Atlantic location. The project is divided into right-of-way, basic design, bid and construction services. The engineering fees for the right-of-way services is estimated at $7,500; the basic design service fee is a lump sum of $132,500; the bid services fee is a lump sum of $2,500; and an estimated fee of $102,300 for construction services. The agreement may be terminated by either party with a seven days’ written notice. As of January 31, 2007, the Company incurred approximately $54,000 under the agreement with approximately $47,000 included in accounts payable.

F-15

AMAIZING ENERGY HOLDING COMPANY, LLC

Notes to Consolidated Financial Statements (Unaduited)

January 31, 2007

In February 2007, the Company entered into an agreement with an unrelated party for water treatment services at our Atlantic location. Upon the satisfactory completion of engineering services and analytical support work, the Company will partner with the supplier for long term water treatment services.

In April 2007, the Company entered into an agreement with an unrelated party for the installation of a soil reinforcing element at the Atlantic location. Total contract costs for materials and labor are $1,225,000.

NOTE 10. INSURANCE SETTLEMENT

In December 2005, two grain bins at the Denison location collapsed and were completely destroyed and a third grain bin was damaged. The Company filed a claim with its insurance company for the damages to property. The book value of the grain bins was approximately $1,288,000. The Company has also incurred additional expenses of approximately $673,000. As of January 31, 2007, the Company has received insurance proceeds of $10,191,000. As of January 31, 2007, the Company has recognized a gain for financial statement purposes of approximately $8,230,000 relating to this settlement of which approximately $4,691,000 is included in other income for the four months ending January 31, 2007. The Company has paid approximately $12,500,000 to repair and replace the grain bins. The bins were placed back into service as of January 31, 2007.

F-16

AMAIZING ENERGY, L.L.C.

C O N T E N T S

Reporting of Independent Registered Public Accounting Firm	F-18
Financial Statements
Balance Sheet	F-19 F-20
Statement of Operations	F-21
Statement of Members’ Equity	F-22
Statement of Cash Flows	F-23
Notes to Financial Statements	F - 24 F - 30

F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Amaizing Energy, LLC
Denison, Iowa

We have audited the accompanying balance sheet of Amaizing Energy, LLC as of September 30, 2006 and the related statements of operations, changes in members’ equity, and cash flows for the year ended September 30, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amaizing Energy, LLC as of September 30, 2006, and the results of its operations and its cash flows for the year ended September 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants

Minneapolis, Minnesota
January 18, 2007
  (except for the third paragraph of Note 13 as
  to which the date is January 23, 2007)

F-18

AMAIZING ENERGY, L.L.C.

Balance Sheet

	September 30,
	2006
ASSETS
Current Assets
Cash and cash equivalents	$	11,071,932
Accounts receivable
Trade accounts receivable		6,317,012
Other receivables		160,134
Inventory		3,306,094
Derivative instruments		2,276,611
Prepaid expenses and other		245,119
Total current assets		23,376,902
Property and Equipment
Land and land improvements		3,907,723
Buildings		13,461,394
Grain handling equipment		5,834,213
Equipment		299,058
Mechanical equipment		30,684,784
Construction in progress		13,471,963
		67,659,135
Less accumulated depreciation		(4,759,645	)
Net property and equipment		62,899,490
Other Assets
Debt issuance costs, net		251,700
Investments		42,085
Investment in CassCo Amaizing Energy, LLC		260,000
Due from CassCo Amaizing Energy, LLC		1,000,000
Total other assets		1,553,785
Total Assets	$	87,830,177

Notes to Financial Statements are an integral part of this Statement.

F-19

AMAIZING ENERGY, L.L.C.

Balance Sheet

	September 30,
	2006
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Current maturities of long-term debt	$	9,583,175
Accounts payable		3,397,360
Accounts payable — non-trade		4,436,742
Accrued expense and other		523,245
Total current liabilities		17,940,522
Long-Term Debt, net of current maturities		13,897,226
Commitments and Contingencies
Members’ Equity (15,449,000 units issued and outstanding)		55,992,429
Total Liabilities and Members’ Equity	$	87,830,177

Notes to Financial Statements are an integral part of this Statement.

F-20

AMAIZING ENERGY, L.L.C.

Statement of Operations

	Year Ended
	September 30,
	2006
Revenues	$	99,013,502
Cost of Goods Sold		68,936,133
Gross Profit		30,077,369
Operating Expenses		2,736,721
Operating Income		27,340,648
Other Income (Expense)
Interest income		161,902
Interest expense		(2,299,640	)
Other income		254,477
CCC Bioenergy program income		891,738
Gain on insurance settlement		3,539,668
Total other income (expense), net		2,548,145
Net Income	$	29,888,793
Net Income Per Unit (15,449,000 units outstanding)		1.93

Notes to Financial Statements are an integral part of this Statement.

F-21

AMAIZING ENERGY, L.L.C.

Statement of Changes in Members’ Equity

For the year ended September 30, 2006

	CLASS A					CLASS B					CLASS C
	Units		Amount			Units		Amount			Units		Amount
Balance — September 30, 2005		9,174,000	$	15,980,972			775,000	$	1,511,441			3,250,000	$	6,338,254
Distribution				(1,255,940	)				(106,099	)				(444,932	)
Net Income				17,748,708					1,499,373					6,287,694
Balance — September 30, 2006		9,174,000	$	32,473,740			775,000	$	2,904,715			3,250,000	$	12,181,016

	CLASS D					CLASS E					TOTAL
	Units		Amount			Units		Amount			Units		Amount
Balance — September 30, 2005		1,500,000	$	2,925,313			750,000	$	1,462,656			15,449,000	$	28,218,636
Distribution				(205,353	)				(102,677	)				(2,115,000	)
Net Income				2,902,012					1,451,006					29,888,793
Balance — September 30, 2006		1,500,000	$	5,621,972			750,000	$	2,810,986			15,449,000	$	55,992,429

Notes to Financial Statements are an integral part of this Statement.

F-22

AMAIZING ENERGY, L.L.C.

Statement of Cash Flows

	Year Ended
	September 30,
	2006
Cash Flows from Operating Activities
Net income	$	29,888,793
Adjustments to reconcile net income to net cash from operations:
Depreciation and amortization		4,443,036
Gain on insurance settlement		(3,539,668	)
Gain on investment		(41,085	)
Gain on derivative investments		(383,981	)
Change in assets and liabilities Accounts receivable		(4,515,354	)
Inventory		2,082,150
Derivative investments		(962,250	)
Prepaid expenses		(15,212	)
Accounts payable		4,960,406
Accrued expenses		219,699
Net cash used in operating activities		32,136,534
Cash Flows from Investing Activities
Capital expenditures		(5,200,304	)
Investment in related party		(260,000	)
Due from CassCo Amaizing Energy, LLC		(1,000,000	)
Net cash used in investing activities		(6,460,304	)
Cash Flows from Financing Activities
Proceeds from long-term debt		157,547
Payments on long-term debt		(11,372,574	)
Net payments on short-term note obligations		(1,746,738	)
Payments for financing costs		(2,440	)
Distributions paid to members		(2,115,000	)
Net cash provided by financing activities		(15,079,205	)
Net Increase in Cash and Cash Equivalents		10,597,025
Cash and Cash Equivalents – Beginning of Period		474,907
Cash and Cash Equivalents – End of Period	$	11,071,932
Supplemental Cash Flow Information
Interest paid	$	2,274,639
Supplemental Disclosure of Noncash Investing and Financing Activities
Construction in progress included in accounts payable	$	5,107,865
Insurance proceeds used for construction in progress, net	$	1,287,584

Notes to Financial Statements are an integral part of this Statement.

F-23

AMAIZING ENERGY, L.L.C.

Notes to Financial Statements

September 30, 2006

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Amaizing Energy, L.L.C. (“the Company”) is located in Denison, Iowa. The Company was organized to pool investors to build and operate a 40 million gallon per year (MMGY) production ethanol plant with distribution to upper Midwest states. The Company was formed June 21, 2001 and was a development stage enterprise until production began in September 2005, at which time operations formally commenced.

Fiscal Reporting Period

The Company has adopted a fiscal year ending September 30 for reporting financial operations.

Accounting Estimates

Management uses estimates and assumptions in preparing the financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Fair Value

The carrying value of cash and equivalents and derivative instruments approximates their fair value.

It is not currently practicable to estimate fair value of the Company’s investments, line of credit and notes payable. Because these agreements contain certain unique terms, conditions, covenants, and restrictions, as discussed in Notes 4, 5 and 6, there are no readily determinable similar instruments on which to base an estimate of fair value.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company maintains its accounts primarily at two financial institutions. At times throughout the year, the Company’s cash and cash equivalents balances, which include money market funds and debt instruments with a maturity of less than three months, may exceed amounts insured by the Federal Deposit Insurance Corporation. At September 30, 2006, such money market funds and debt instruments approximated $10,360,000. The Company does not believe it is exposed to any significant credit risk on cash and equivalents.

Revenue Recognition

The Company generally sells ethanol and related products pursuant to marketing agreements. Revenues are recognized, generally, when the customer has taken title which occurs when the product is shipped and has assumed the risks and rewards of ownership, prices are fixed or determinable and collectibility is reasonably assured.

In accordance with the Company’s agreements for the marketing and sale of ethanol and related products, marketing fees and commissions due to the marketers are deducted from the gross sales price at the time payment is remitted to the Company. Because the Company is the primary obligor in the sales arrangement with the customer, these sales and marketing fees and commissions are recorded gross in the accompanying statements of operations.

The Company records incentives received from federal and state programs related to the production of ethanol, as other income, when the Company has sold the ethanol and completed all the requirements of the applicable incentive program.

The Company enrolled in the Commodity Credit Corporation Bioenergy Program, a department of the United States Department of Agriculture. This program enables the Company to receive payments based on increases in the number of bushels of corn used in

F-24

AMAIZING ENERGY, L.L.C.

Notes to Financial Statements

September 30, 2006

ethanol production the previous year for up to $7,500,000 per year. The Company recorded other income from the program for the year ended September 30, 2006 of approximately $892,000. Based upon government directive, this program ended in June 2006.

Accounts Receivable

Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral.

Accounts receivable are recorded at their estimated net realizable value. Accounts are considered past due if payment is not made on a timely basis in accordance with the Company’s credit terms. Accounts considered uncollectible are written off. The Company’s estimate of the allowance for doubtful accounts is based on historical experience, its evaluation of the current status of receivables, and unusual circumstances, if any. At September 30, 2006, the Company was of the belief that such amounts would be collectable and thus an allowance was not considered necessary.

Inventory

Inventory is stated at the lower of cost (first-in, first-out) or market.

Debt Issuance Costs

Debt issuance costs are being amortized over the term of the related debt by the use of the effective interest rate method.

Property and Equipment

Property and equipment is stated at the lower of cost or estimated fair value. Depreciation is computed using the straight-line method over the following estimated useful lives:

Asset Description	Years
Land improvements	15-20 years
Buildings	15-40 years
Grain handling equipment	15 years
Mechanical equipment	10-15 years
Equipment	5-10 years

Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Construction in progress includes all expenditures directly related to the re-construction of corn storage (see Note 12) and the construction of additional corn storage and a computerized forward control system. These projects are expected to approximate $14,510,000. These expenditures will be depreciated using the straight-line method over their estimated useful lives once the expansion is operational and the assets are placed into service.

Long-lived Assets

The Company reviews property and equipment for impairment in accordance with Statement of Financial Accounting Standards No. 144 (SFAS No. 144), Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate. If property and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. The Company did not recognize any long-lived asset impairment charges in 2006.

F-25

AMAIZING ENERGY, L.L.C.

Notes to Financial Statements

September 30, 2006

Derivative Instruments

The Company accounts for derivatives in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires the recognition of derivatives in the balance sheet and the measurement of these instruments at fair value.

In order for a derivative to qualify as a hedge, specific criteria must be met and appropriate documentation maintained. Gains and losses from derivatives that do not qualify as hedges, or are undesignated, must be recognized immediately in earnings. If the derivative does qualify as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will be either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Changes in the fair value of undesignated derivatives are recorded in cost of goods sold.

Additionally, SFAS No. 133 requires a company to evaluate its contracts to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted as “normal purchases or normal sales.” Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal are documented as normal and exempted from the accounting and reporting requirements of SFAS No. 133, and therefore, are not marked to market in our financial statements.

Cash flows associated with derivative instruments are presented in the same category on the statements of cash flow as the item being hedged.

Income Taxes

The Company is treated as a partnership for federal and state income tax purposes and generally does not incur income taxes. Instead, the earnings and losses are included in the income tax returns of the members. Therefore, no provision or liability for federal or state income taxes has been included in these financial statements

Environmental Liabilities

The Company’s operations are subject to various environmental laws and regulations. The Company has adopted policies, practices, and procedures in the areas of pollution control, occupational health, and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the liability, if any, which could result from failure in any of these areas. Environmental liabilities are recorded when the liability is probable and the future costs can reasonably estimated.

NOTE 2. INVENTORY

Inventory consisted of the following at September 30, 2006:

Raw materials	$	1,843,174
Work in progress		433,402
Finished goods		1,029,518
	$	3,306,094

NOTE 3. DERIVATIVE INSTRUMENTS

In order to reduce the risk caused by market fluctuations, the Company hedges its anticipated corn and natural gas purchases by entering into options, futures contracts, and swap agreements. These contracts are used with the intention to fix the purchase price of the Company’s anticipated requirements of corn and natural gas in production activities. The fair value of these contracts is based on quoted prices in active exchange-traded or over-the-counter markets. The fair value of the derivatives is continually subject to change

F-26

AMAIZING ENERGY, L.L.C.

Notes to Financial Statements

September 30, 2006

due to changing market conditions. The Company does not formally designate these instruments as hedges and, therefore, records in earnings adjustments caused from marking these instruments to market on a monthly basis.

At September 30, 2006, the Company had recorded an asset for derivative instruments related to corn and natural gas option and futures positions of approximately $2,277,000. The Company has recorded a net gain of approximately $384,000, which includes unrealized gains of approximately $1,328,000 in cost of goods sold for the year ending September 30, 2006.

NOTE 4. INVESTMENTS

In February 2006, the Company purchased 110 Class A membership units of CassCo Amaizing Energy, LLC, a development stage ethanol company, for $5,000 per unit totaling $550,000, of which $260,000 of the investment was paid by September 30, 2006. In November 2006, the Company contributed services to CassCo Amaizing Energy, LLC and received 200 Class A units valued at $10,000 per unit or $2,000,000. In December 2006, the Company’s advances to CassCo Amaizing Energy, LLC of $1,000,000 at September 30, 2006 were converted to additional membership units as further discussed in Note 9. The total investment as of January 2007 in CassCo Amaizing Energy, LLC is 560 units for $5,050,000.

During December 2006, the Company entered into a merger agreement that, if approved by the members, will reorganize the Company and its members as a wholly-owned subsidiary under a newly formed holding company (Amaizing Energy Holding Company, LLC) in a triangular merger. Upon approval of the agreement, the Company would merge with and into a new surviving entity, Amaizing Energy Denison, LLC. The reorganization is subject to approval by a majority vote of the members and will pass with approval of at least 80% of the units entitled to vote. In addition, if the proxy vote is approved, each membership unit of the Company will be converted to $2.00 units. This merger agreement was approved by the members of the Company as further discussed in Note 13.

NOTE 5. NOTE PAYABLE

The Company has an available line of credit up to a maximum of $2,000,000 subject to borrowing base limitations at a variable interest rate (8.74% at September 30, 2006). The line of credit is secured by substantially all Company assets and expired in October 2006. The line of credit was extended, with essentially the same terms, in December 2006, and expired in February 2007. As of September 30, 2006, $0 was outstanding on this line of credit.

NOTE 6. LONG-TERM DEBT

Long-term debt consisted of the following at September 30, 2006:

Mortgage note payable due in quarterly payments, including interest, of $350,000 beginning in March 2006, then $850,000 starting June 2006 until maturity in June 2013. For fiscal years 2006 to 2008, the Company is required to make an additional payment equal to 75% of the “Free Cash Flow” as defined by the agreement. The note includes fixed and variable interest with $5,000,000 fixed at 8.13% until February 2009, $2,500,000 fixed at 8.21% until February 2011 and $15,450,000 at a variable rate, currently 8.7%. The note is secured by substantially all assets of the Company.	$	22,950,000
Mortgage revolves up to a maximum of $8,000,000 with a decreasing commitment to $6 million at December 2013, $4 million at June 2014, $2 million at December 2014, maturing June 2015. The note includes variable interest, currently 8.75%. The note is secured by substantially all assets of the Company.		—
Note payable with monthly installments of $4,618 including interest at 2.27%, maturing September 2007 and secured by equipment.		145,401

F-27

AMAIZING ENERGY, L.L.C.

Notes to Financial Statements

September 30, 2006

Non-interest bearing note payable due in monthly installments of $2,500, $100,000 forgivable upon production of 40 million gallons of ethanol, maturing March 2011 and secured by substantially all assets of the Company and subordinated to the senior debt.		385,000
		23,480,401
Current maturities		9,583,175
	$	13,897,226

The non-interest bearing note payable, as discussed above, bears a $100,000 forgivable loan clause. The conditions for forgiveness have been met at September 30, 2006. The Company is in the process of fulfilling documentation requirements for the forgiveness, and expects the debt to be officially forgiven in the spring of 2007.

The mortgage notes payable contain restrictive loan covenants on various financial ratios, expenditures and restrict dividends. The Company was out of compliance with two debt covenants as of September 30, 2006, for which a satisfactory waiver has been obtained.

Long-term debt maturities are as follows:

Years Ending September 30,
2007	$	9,583,175
2008		1,782,462
2009		1,769,764
2010		1,730,000
2011		1,730,000
Thereafter		6,885,000
	$	23,480,401

NOTE 7. MEMBERS’ EQUITY

As specified in the Company’s operating agreement, the Company has five classes of membership units. The units have no par value and have identical rights, obligations and privileges. Income and losses are allocated to all members based upon their respective percentage of units held. The Company is authorized to issue up to 15,000,000 units with board approval with additional shares subject to unanimous consent of the members. As of September 30, 2006 the Company had 9,174,000 Class A, 775,000 Class B, 3,250,000 Class C, 1,500,000 Class D, and 750,000 Class E membership units issued and outstanding.

In March 2006, the Board of Directors declared and paid a distribution of approximately $0.14 per unit for a total of approximately $2,115,000.

NOTE 8. EMPLOYEE BENEFIT PLANS

The Company has a defined contribution plan available to all of its qualified employees. The Company contributes up to 100% of the contributions of the employee up to 3.0% of gross wages for 2006 of the eligible salary of each employee. The Company contributions totaled approximately $25,000.

NOTE 9. RELATED PARTY TRANSACTIONS AND CONCENTRATIONS

The ethanol plant was constructed by a related party. As of September 30, 2006, approximately $221,000 is due to the related party and is included in accounts payable.

F-28

AMAIZING ENERGY, L.L.C.

Notes to Financial Statements

September 30, 2006

In July 2006, the Company advanced $1,000,000 to CassCo Amaizing Energy, LLC (CassCo), at which the Company has an investment as discussed in Note 4. Subsequent to year end the Company has total advances to CassCo of approximately $2,500,000. In December 2006, this advance was converted to an additional 250 membership units in CassCo Amaizing Energy, LLC. See Note 13 for further developments after year-end.

NOTE 10. COMMITMENTS AND CONTINGENCIES

Grants

In August 2006, the Company was awarded a $250,000 Energy Efficiency Improvements Grant from the United States Department of Agriculture to complete a Dry Mill Ethanol Project Plant-wide Optimization Project. The Company will match the grant funding with an amount equal to approximately $1,604,000. The funding period for the grant will conclude in June 2007.

In September 2006, the Company was awarded a $300,000 Value-Added Producer Grant from the United States Department of Agriculture. The grant funds and matching funds shall only be used for the purposes and activities related to planning activities such as feasibility studies or business plans, or for working capital for marketing value-added agriculture products. The project must be started by January 1, 2007 and be completed by December 31, 2007.

Natural Gas Transportation Services

The Company has issued a letter of credit as security for construction of facilities and throughput services for natural gas in the amount of $1,700,000 which expires in October 2007. The Company issued a letter of credit in the amount of $80,000 which expires in October 2006 as security to its electrical supplier. There are no amounts drawn against these letters of credit at September 30, 2006.

Marketing Agreements

The Company had entered into a marketing agreement with a marketing company, a related party, for the exclusive right to market all the ethanol produced by the Company. The term of the agreement extends to September 2006 with automatic one year renewals unless terminated by either party. Sales for the year ended September 30, 2006 with this marketer were approximately $87,563,000 with outstanding receivables relating to those sales totaling approximately $5,763,000. The Company could market its ethanol with other marketers without any significant effects on operations. This agreement was terminated December 31, 2006 (see Note 13).

The Company has entered into a marketing agreement with a marketing company, a related party, for the exclusive right to market all the distiller’s grains produced by the Company. The term of the agreement extends to September 2006 with automatic one year renewals unless terminated by either party. Sales for the year ended September 30, 2006 with this marketer were approximately $11,373,000 with outstanding receivables relating to those sales totaling approximately $454,000. The Company could market its distiller’s grains with other marketers without any significant effects on operations.

Natural Gas, Corn, Ethanol and Denaturant Contracts

In the ordinary course of business, the Company enters into forward purchase contracts for its commodity purchases and sales. The Company has forward corn purchase contracts to purchase approximately 9,193,440 bushels at an average price of $2.57 through December 2008.

The Company has forward ethanol sales contracts to sell approximately 18,862,500 gallons at an average price of $2.12 through March 2007. The Company has forward dry distiller’s grains contracts to sell approximately 163,800 tons at an average price of $32 through September 2007.

F-29

AMAIZING ENERGY, L.L.C.

Notes to Financial Statements

September 30, 2006

NOTE 11. INCOME TAXES

The differences between financial statement basis and tax basis of assets are as follows:

	September 30
	2006
Consolidated financial statement basis of assets	$	87,830,177
Plus: organization and start-up costs capitalized, net		233,710
Less: accumulated tax depreciation and amortization greater than financial statement basis		(27,986,577	)
Less: unrealized gains/losses on derivative instruments		(1,328,000	)
Income tax basis of assets	$	58,749,310

There were no differences between the financial statement basis and tax basis of the Company’s liabilities.

NOTE 12. INSURANCE SETTLEMENT

In December 2005, two grain bins owned by the Company collapsed and were completely destroyed and a third grain bin was damaged. The Company filed a claim with its insurance company for the damages to property. The book value of the grain bins was approximately $1,288,000. The Company has also incurred additional expenses of approximately $673,000. As of September 30, 2006, the Company has received insurance proceeds of $5,500,000 with an additional approximately $4,691,000 received subsequent to year end. As of September 30, 2006, the Company has recognized a gain of approximately $3,540,000 relating to this settlement.

NOTE 13. ADDITIONAL SUBSEQUENT EVENTS

Distributions

In October 2006, the Board of Directors declared a distribution of approximately $0.30 per unit, for a total of approximately $4,574,700 to the members on record at October 31, 2006. The dividend was paid in November 2006 except for approximately $60,000 which is due to one member.

Marketing Agreement

In December 2006, the Company entered into a marketing agreement with an affiliate of the Company’s former marketing company for the exclusive right to market all the ethanol produced by the Company effective January 1, 2007. The term of the agreement is for two years with automatic one year renewals unless terminated by either party with at least a 90 day written notice (see Note 10).

Reorganization

On January 23, 2007, the members of the Company voted on and approved the reorganization of the Company. The Company and CassCo Amaizing Energy, LLC were reorganized into wholly-owned subsidiaries of Amaizing Energy Holding Company, LLC. The reorganization was consummated through the adoption of a Merger Agreement and Plan of Merger, pursuant to which, among other things, the Company will merge with and into Amaizing Energy Denison, LLC, (“Denison”) a separate wholly-owned subsidiary of the Holding Company, with Denison being the surviving entity of this merger. As part of the reorganization and merger, the members of the Company will receive membership units of the Holding Company in exchange for their membership units in the Company. The membership units of the Holding Company issued pursuant to the merger will be of a single class. The members of Amaizing Energy, LLC will receive 6,445 membership units of the Holding Company in exchange for each unit of membership that was held as of January 11, 2007.

F-30

CASSCO AMAIZING ENERGY, LLC

C O N T E N T S

Reporting of Independent Registered Public Accounting Firm	F-32
Financial Statements
Balance Sheet	F-33
Statement of Operations	F-34
Statement of Members’ Equity	F-35
Statement of Cash Flows	F-36
Notes to Financial Statements	F-37 F - 41

F-31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
CassCo Amaizing Energy, LLC
Atlantic, IA

We have audited the accompanying balance sheet of CassCo Amaizing Energy, LLC (a development stage company), as of September 30, 2006 and the related statements of operations, changes in members’ equity, and cash flows for the period from inception (February 13, 2006) to September 30, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CassCo Amaizing Energy, LLC, (a development stage company) as of September 30, 2006, and the results of its operations and its cash flows for the period from inception (February 13, 2006) to September 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants

Minneapolis, Minnesota
January 18, 2007
  (except for Note 6 as to which
  the date is January 23, 2007)

F-32

CASSCO AMAIZING ENERGY, LLC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
September 30, 2006

ASSETS
Current Assets
Cash	$	374,084
Prepaid expenses		10,000
Total current assets		384,084
Property and Equipment
Office equipment		2,658
Less accumulated depreciation		(274	)
Net property and equipment		2,384
Other Assets
Deferred offering costs		9,169
Land options		2,500
Contractual rights		10,000,000
Construction deposit		1,000,000
Total other assets		11,011,669
Total Assets	$	11,398,137
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts payable	$	87,816
Due to Amaizing Energy, LLC		1,000,000
Total current liabilities		1,087,816
Members’ Equity
Member contributions,
1,152 units outstanding at September 30, 2006		10,800,000
Subscription receivable		(290,000	)
Deficit accumulated during development stage		(199,679	)
Total members’ equity		10,310,321
Total Liabilities and Members’ Equity	$	11,398,137

Notes to Financial Statements are an integral part of this Statement

F-33

CASSCO AMAIZING ENERGY, LLC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Periods from February 13, 2006 (Date of Inception) to September 30, 2006

	February 13, 2006
	(Inception) to
	September 30, 2006
REVENUES	$	—
Operating Expenses
Professional fees		133,503
General and administrative expenses		66,176
		199,679
LOSS FROM OPERATIONS		(199,679	)
NET LOSS	$	(199,679	)
Weighted average member units outstanding		314
Loss Per Member Unit — Basic and Diluted	$	(635.92	)

Notes to Financial Statements are an integral part of this Statement

F-34

CASSCO AMAIZING ENERGY, LLC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
Period from February 13, 2006 (Date of Inception) to September 30, 2006

							Deficit
							Accumulated
							During
	Capital Contributed						Development
	Units			Amount			Stage			Total
BALANCE — February 13, 2006 (Inception)		—		$	—		$	—		$	—
Issuance of Class A member units, $5,000 per unit — February 2006		110			550,000			—			550,000
Less: subscription receivable		(58	)		(290,000	)		—			(290,000	)
Units subscribed		52			260,000						260,000
Issuance of Class B member units, $2,500 per unit — February 2006		100			250,000			—			250,000
Issuance of non-cash Class B member units, $10,000 per unit - August 2006		1,000			10,000,000			—			10,000,000
Net loss		—			—			(199,679	)		(199,679	)
BALANCE — September 30, 2006		1,152		$	10,510,000		$	(199,679)		$	10,310,321

Notes to Financial Statements are an integral part of this Statement

F-35

CASSCO AMAIZING ENERGY, LLC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Periods from February 13, 2006 (Date of Inception) to September 30, 2006

	February 13, 2006
	(Inception) to
	September 30, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(199,679	)
Adjustments to reconcile net loss to cash flows used in operating activities
Depreciation		274
Changes in assets and liabilities
Prepaid expenses		(10,000	)
Accounts payable		82,666
Net cash used in operating activities		(126,739	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land options		(2,500	)
Purchase of office equipment		(2,658	)
Net cash used in investing activities		(5,158	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of member units		510,000
Payment of deferred offering costs		(4,019	)
Net cash provided by financing activities		505,981
NET INCREASE IN CASH		374,084
CASH — beginning of period		—
CASH — end of period	$	374,084
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
Deferred offering costs in accounts payable	$	5,150
Advance from Amaizing Energy, LLC for payment of construction commitment fee	$	1,000,000
Issuance of Class B units to NEK-SEN Energy, LLC in exchange for contractual rights	$	10,000,000

Notes to Financial Statements are an integral part of this Statement.

F-36

CASSCO AMAIZING ENERGY, LLC
(A Development Stage Company)

Notes to Financial Statements

September 30, 2006

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

CassCo Amaizing Energy, LLLP (an Iowa Limited Liability Limited Partnership), was organized on February 13, 2006 with the objective of developing, constructing, and operating a 100 million gallon ethanol and by-product facility, near Atlantic, Iowa. During August 2006, the partners determined that the form and structure of an LLLP no longer fit their needs and formally dissolved this entity on August 8, 2006. Subsequently, the partners legally organized CassCo Amaizing Energy, LLC (an Iowa Limited Liability Company) and on August 16, 2006 transferred all assets, liabilities and operating activities to this newly created LLC.

Construction of the ethanol plant is anticipated to begin in the spring of 2007. As of September 30, 2006, the Company is in the development stage with its efforts being principally devoted to organizational, equity raising, and permitting activities.

Fiscal Reporting Period

The Company adopted a fiscal year ending September 30 for reporting financial operations.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Significant estimates include the deferral of expenditures for offering costs which are dependent upon successful financing and project development and the estimates made for the exchange for contractual rights and commitment fee for construction of the ethanol plant, as discussed below. It is at least reasonably possible that these estimates may change in the near term.

Cash

The Company maintains its accounts at one financial institution. At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation.

Property and Equipment

Property and equipment is stated at the lower of cost or estimated fair value. Depreciation is provided over an estimated useful life of 5 and 7 years by use of the straight line depreciation method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Deferred Offering Costs

The Company defers the costs incurred to raise equity financing until that financing occurs. At such time that the issuance of new equity occurs, these costs will be netted against the proceeds received; or if the financing does not occur, they will be expensed.

Income Taxes

The Company is treated as a partnership for federal and state income tax purposes and generally does not incur income taxes. Instead, its earnings and losses are included in the income tax returns of the members. Therefore, no provision or liability for federal or state income taxes has been included in these financial statements.

Organizational and Start Up Costs

The Company expenses all organizational and start up costs as incurred.

F-37

CASSCO AMAIZING ENERGY, LLC
(A Development Stage Company)

Notes to Financial Statements

September 30, 2006

Fair Value of Financial Instruments

The carrying value of cash approximates fair value.

Recently Issued Accounting Pronouncements

Management has reviewed recently issued accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Company’s financial statements.

NOTE 2. DEVELOPMENT STAGE ENTERPRISE & MEMBERS’ EQUITY

The Company was formed on August 16, 2006 to have a perpetual life. The Company has two classes of stock, Class A and Class B. The units have no par value and have identical rights, obligations and privileges. Income and losses are allocated to all members based upon their respective percentage of units held.

In February 2006, the Company issued 110 Class A membership units to Amazing Energy, L.L.C. at $5,000 per unit, for a cash contribution of $550,000, of which $290,000 was not collected as of September 30, 2006 and was recorded as a subscription receivable. In addition, the Company issued 100 Class B units to Atlantic Energy, LLC at $2,500 per unit for a total cash contribution of $250,000.

In August 2006, the Company issued 1,000 Class B membership units at $10,000 per unit or $10,000,000 to NEK-SEN Energy, LLC, in exchange for contractual rights relating to the Company’s design build contract with an unrelated general contractor.

In November 2006, the Company issued 200 Class A units to Amaizing Energy, L.L.C. valued at $10,000 per unit or $2,000,000, in exchange for consulting services contributed to the Company.

During December 2006, the Company entered into a merger agreement that, if approved by the members, will reorganize the Company and its members as a wholly-owned subsidiary under a newly formed holding company (Amaizing Energy Holding Company, LLC) in a triangular merger. Upon approval of the agreement, the Company would merge with and into a new surviving entity, Amaizing Energy Atlantic, LLC. The reorganization is subject to approval by a majority vote of the members and will pass with approval of at least 80% of the units entitled to vote. In addition, if the proxy vote is approved, each membership unit of the Company will be converted to $2.00 units. This merger agreement was approved by the members of the Company as further discussed in Note 6.

NOTE 3. INCOME TAXES

The Company has a tax year end of September 30.

The differences between financial statement basis and tax basis of assets are estimated as follows:

Financial statement basis of total assets	$	11,398,138
Organizational costs expensed for financial reporting purposes		199,679
Taxable income tax basis of total assets	$	11,597,817

There were no differences between the financial statement basis and tax basis of the Company’s liabilities.

F-38

CASSCO AMAIZING ENERGY, LLC
(A Development Stage Company)

Notes to Financial Statements

September 30, 2006

NOTE 4. COMMITMENTS AND CONTINGENCIES

Plant Construction

The total cost of the project, including the construction of the ethanol plant and start-up expenses, is expected to approximate $169,000,000. In August 2006, the Company executed a design build contract with its unrelated general contractor, with the same terms as provided by the assigned non-binding letter of intent, to design and build the ethanol plant for a total contract price of approximately $120,000,000. Upon execution of the design build contract, Amaizing Energy, L.L.C. paid a $1,000,000 commitment fee to the contractor on behalf of the Company. The contract price is subject to changes based on corresponding changes to the Construction Cost Index (CCI), published by Engineering News-Record Magazine, from June 2006 (7699.59). Due to increases in the CCI at February 19, 2007 (7879.54), the estimated contract price will be approximately $2,800,000 more than the price as stipulated in the design build agreement.

Land Contracts

The Company entered into options on several adjacent parcels of land in the area of Cass County, Iowa.

In May 2006, the Company entered into an agreement with a real estate development company for the option to purchase land in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for this option. The option period runs through January 1, 2007 unless a written agreement extends the option period. If the option is exercised during the time permitted, all consideration will be applied to the purchase price. In November 2006, the option was exercised and a down payment of $10,000 was made by the Company. In December 2006, the Company closed on 61.1 acres at $12,000 per acre for a total purchase price of approximately $733,000 for the land which was paid on the Company’s behalf by Amaizing Energy, L.L.C.

In May 2006, the Company entered into an agreement with a real estate development company for the option to purchase land in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for this option. The option period runs through January 1, 2007 unless a written agreement extends the option period. If the option is exercised during the time permitted, all consideration will be applied to the purchase price. In December 2006, a down payment of $10,000 was made. In February 2007, the option was exercised and payment was made on behalf of the Company by Amaizing Energy, L.L.C. on a parcel of 60.44 acres at $8,500 per acre for a total purchase price of approximately $514,000.

In May 2006, the Company entered into an agreement with a real estate development company for the option to purchase land in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for this option. The option period runs through January 1, 2007 unless a written agreement extends the option period. If the option is exercised during the time permitted, all consideration will be applied to the purchase price. In January 2007, the Company exercised the option for approximately $42,000 for 3.52 acres of land which was paid on behalf of the Company by Amaizing Energy, L.L.C.

In May 2006, the Company entered into two option agreements with a real estate development company for the option to purchase two parcels of land, totaling 125 acres of land, in Cass County, Iowa for the purpose of constructing an ethanol plant. The Company paid $500 for each of these options. The option period runs through January 1, 2007 unless a written agreement extends the option period. Subsequent to September 30, 2006, the Company expensed the $1,000 land deposit related to these options as they were not exercised and allowed to expire.

Consulting Contracts

In February 2006, the Company entered into a verbal consulting agreement with a related party to assist in negotiating contracts, raising equity, and securing debt financing. The agreement will continue through June 17, 2007. The Company pays the related party $8,333 per month under the verbal agreement. For the period ending September 30, 2006, the Company incurred consulting services of approximately $58,000 under the agreement with $8,333 included in accounts payable.

F-39

CASSCO AMAIZING ENERGY, LLC
(A Development Stage Company)

Notes to Financial Statements

September 30, 2006

In August 2006, the Company entered into a consulting agreement with an unrelated party to provide geotechnical exploration services. The scope of services includes subsurface exploration, laboratory evaluations, engineering evaluations and reports, and performance schedules. The total costs of these services are expected to approximate between approximately $44,000 to $49,000. For the period ended September 30, 2006, the Company incurred approximately $36,000 under the agreement with approximately $30,000 included in accounts payable.

In October 2006, the Company entered into an agreement with an unrelated party to provide design-build services for railroad track construction. The agreement consists of three phases: phase 1 for conceptual drawings for a potential track layout estimated at $3,300, phase 2 for drawings of the track construction estimated at $14,600, and phase 3 for the construction of the railroad tracks whereby actual costs plus 10% will be billed. The agreement also includes a rail yard grading plan with estimated costs of $6,200.

In October 2006, the Company entered into an agreement with an unrelated party to provide relocation services for gas lines on the proposed land site for plant construction. The total estimated project cost is approximately $548,000, with one installment of $240,000 due and paid on November 3, 2006, and the remaining amount based on actual costs incurred, was paid on December 15, 2006.

In December 2006, the Company entered into a consulting agreement with an unrelated party to provide engineering services for the water and sewer extension project. The project is divided into right-of-way, basic design, bid and construction services. The engineering fees for the right-of-way services is estimated at $3,000; the basic design service fee is a lump sum of $22,500; the bid services fee is a lump sum of $2,000; and an estimated fee of $14,500 for construction services. The agreement may be terminated by either party with a seven days’ written notice.

In December 2006, the Company entered into a consulting agreement with an unrelated party to provide engineering services for a road paving project. The project is divided into right-of-way, basic design, bid and construction services. The engineering fees for the right-of-way services is estimated at $7,500; the basic design service fee is a lump sum of $132,500; the bid services fee is a lump sum of $2,500; and an estimated fee of $102,300 for construction services. The agreement may be terminated by either party with a seven days’ written notice.

NOTE 5. RELATED PARTY TRANSACTIONS

Transactions paid on behalf of the Company by Amaizing Energy, L.L.C. are approximately as follows:
Commitment fee to design-build contractor	August 2006	$	1,000,000
61.1 acre land purchase	December 2006	$	723,000
3.52 acre land purchase	January 2007	$	42,000
60.44 acre land purchase	February 2007	$	504,000

In August 2006, the Company issued 1,000 Class B membership units at $10,000 per unit or $10,000,000 to NEK-SEN Energy, LLC, in exchange for contractual rights with an unrelated general contractor.

In February 2006, the Company issued 110 Class A membership units to Amazing Energy, L.L.C. at $5,000 per unit, for a cash contribution of $550,000, of which $290,000 was not collected as of September 30, 2006 and was recorded as a subscription receivable. In November 2006, the Company issued 200 Class A units to Amaizing Energy, L.L.C. valued at $10,000 per unit or $2,000,000, in exchange for consulting services contributed to the Company. In December 2006, the Company converted cash advances of $2,500,000 made by Amazing Energy, L.L.C. (including $1,000,000 payable at September 30, 2006) to 250 Class A membership units.

In addition to the above, the Company also signed a consulting agreement with a related party as further discussed in Note 4.

F-40

CASSCO AMAIZING ENERGY, LLC
(A Development Stage Company)

Notes to Financial Statements

September 30, 2006

NOTE 6. SUBSEQUENT EVENTS

Reorganization

On January 23, 2007, the members of the Company approved the reorganization of the Company discussed in Note 2. The Company and Amaizing Energy, LLC were reorganized into wholly-owned subsidiaries of Amaizing Energy Holding Company, LLC. The reorganization was consummated through the adoption of a Merger Agreement and Plan of Merger, pursuant to which, among other things, the Company will merge with and into Amaizing Energy Atlantic, LLC, (“Atlantic”) a separate wholly-owned subsidiary of the Holding Company, with Atlantic being the surviving entity of this merger. As part of the reorganization and merger, the members of the Company will receive membership units of the Holding Company in exchange for their membership units in the Company. The membership units of the Holding Company issued pursuant to the merger will be of a single class. Each membership unit of the Company will be converted to $2.00 units that were held as of January 11, 2007.

F-41

MINIMUM                     UNITS
MAXIMUM                      UNITS

AMAIZING ENERGY HOLDING COMPANY, LLC
Prospectus
                    , 2007

     You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, units only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our units.

     No action is being taken in any jurisdiction outside the United States to permit a public offering of the units or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

     Through and including ___, 2007 (the 90^th day after the effective date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. – OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission registration fee	$	9,210
Legal fees and expenses		250,000
Consulting Fees		80,000
Accounting fees		95,000
Printing expenses		50,000
Blue Sky Filing Fees		20,000
Advertising expenses		150,000
Miscellaneous Expenses(1)		1,514,000
Total Expenses(2)	$	2,168,210

(1)	Includes contingency amounts for any equity or debt placement fees that may be incurred if we decide such services are necessary.
(2)	All of the above items are estimated. Approximately $892,688 attributed to Denison plant and $1,275,522 attributed to Atlantic plant.

     The selling unitholders will not incur any of the offering expenses.

ITEM 14 – INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Directors and officers of Amaizing Energy Holding Company, LLC may be entitled to benefit from the indemnification provisions contained in the company’s operating agreement and the Iowa Limited Liability Company Act. The general effect of these provisions is summarized below.

     Our operating agreement provides that to the maximum extent permitted under the Iowa Limited Liability Company Act and any other applicable law, no member, director or officer of Amaizing Energy Holding Company shall be personally liable for any debt, obligation or liability of the company merely by reason of being a member, director or officer. No director or officer of the company shall be personally liable to the company or its members for monetary damages for a breach of fiduciary duty by such director; provided that the provision shall not eliminate or limit the liability of a director or officer for any of the following: (1) any breach of the duty of loyalty to the company or its Members; (2) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (3) a transaction from which the Director or Officer derived an improper personal benefit (4) a wrongful distribution in violation of Sections 502.509 or 490A.808 of the Iowa Limited Liability Company Act; or (5) any act or omission occurring before the effective date of the operating agreement. To the maximum extent permitted under the Iowa Limited Liability Company Act and other applicable law, the company, its receiver, or its trustee (however in the case of a receiver or trustee only to the extent of Company property) is required to indemnify, save, and hold harmless and pay all judgments and claims against each director or officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such director or officer in connection with the business of the company. The indemnification includes reasonable attorneys’ fees incurred by a director or officer in connection with the defense of any action based on covered acts or omissions. Attorneys’ fees may be paid as incurred, including those for liabilities under federal and state securities laws, as permitted by law. To the maximum extent permitted by law, in the event of an action by a unitholder against any director or officer, including a derivative suit, we must indemnify, hold harmless and pay all costs, liabilities, damages and expenses of the director or officer, including attorneys’ fees incurred in the defense of the action. Notwithstanding the foregoing provisions, no director or officer shall be indemnified by the company in contradiction of the Iowa Limited Liability Company Act. The company may purchase and maintain insurance on behalf of any person in his or her official capacity against any liability asserted against and incurred by the person arising from the capacity, regardless of whether the company would otherwise be required to indemnify the person against the liability.

     Generally, under Iowa law, a member or manager is not personally obligated for any debt or obligation of the company solely because they are a member or manager of the company. However, Iowa law allows a member or manager to agree to become personally liable for any or all debts, obligations, and liabilities if the operating agreement provides. Our operating agreement does not impose personal liability on our members.

     The principles of law and equity supplement the Iowa Limited Liability Company Act, unless displaced by particular provisions of the Act.

II-1

     There is no pending litigation or proceeding involving a director, officer, employee or agent of the company as to which indemnification is being sought. The company is not aware of any other threatened litigation that may result in claims for indemnification by any director, officer, member, manager, employee or agent.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

     Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC formed Amaizing Energy Holding Company, LLC on December 27, 2006 and entered into a merger agreement on January 31, 2007 to reorganize both Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC as subsidiaries of Amaizing Energy Holding Company, LLC. Amaizing Energy Holding Company has one class of membership units.

     Amaizing Energy, L.L.C. was an Iowa limited liability company that owned and operated a 55 million gallon per year fuel-grade ethanol production plant in Denison, Iowa. Amaizing Energy had 15,449,000 membership units of various classes of membership interests issued and outstanding prior to the reorganization.

     CassCo Amaizing Energy, LLC was a development-stage Iowa limited liability company formed to develop, own and operate a 100 million gallon per year fuel-grade ethanol production plant near Atlantic, Iowa. CassCo Amaizing Energy, LLC had 560 units of Class A membership interests and 1,100 units of Class B membership interests issued and outstanding prior to the reorganization. Amaizing Energy, L.L.C. owned all of CassCo Amaizing Energy, L.L.C.’s outstanding units of Class A membership interests prior to the reorganization.

     CassCo Amaizing Energy, LLC units were originally issued at $10,000 per unit, whereas Amaizing Energy, L.L.C. units were initially issued at $2.00 per unit. In connection with the proposed merger transactions, CassCo Amaizing Energy, LLC units were converted to $2.00 units in order to make the exchange of each CassCo Amaizing Energy, LLC unit for Amaizing Energy Holding Company, LLC units equivalent to the pre-exchange value of each Amaizing Energy, L.L.C. unit. Therefore, prior to the reorganization and merger transactions, Amaizing Energy, L.L.C.’s 560 units of Class A membership interests were converted into 2,800,000 units of Class A membership interests of CassCo Amaizing Energy, LLC and the 1,100 units of Class B membership interests held by other members of CassCo Amaizing Energy, LLC were converted to 5,500,000 units of Class B membership interests in CassCo Amaizing Energy, LLC (the “post-conversion units”).

     The reorganization of Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC into subsidiaries of Amaizing Energy Holding Company, LLC occurred through a triangular merger of each of Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC with and into a separate wholly owned subsidiary of Amaizing Energy Holding Company. Amaizing Energy merged with and into Amaizing Energy Denison, LLC, a wholly owned subsidiary of Amaizing Energy Holding Company organized for the purposes of the merger, with Amaizing Energy Denison, LLC as the surviving entity. Similarly, CassCo Amaizing Energy, LLC merged with and into Amaizing Energy Atlantic, LLC, a wholly owned subsidiary of Amaizing Energy Holding Company organized for purposes of the merger, with Amaizing Energy Atlantic, LLC as the surviving entity. Following the reorganization and merger, all of the real property and personal property owned by Amaizing Energy, L.L.C. and CassCo Amaizing Energy, LLC immediately prior to the merger vested in and continued with Amaizing Energy Denison, LLC and Amaizing Energy Atlantic, LLC, respectively.

     Amaizing Energy Holding Company, LLC has only one class of membership units. As part of the merger, members of Amaizing Energy, L.L.C. received membership units of Amaizing Energy Holding Company, LLC. in exchange for their respective membership units in Amaizing Energy, L.L.C. Members of Amaizing Energy, L.L.C. received 6.445 membership units of Amaizing Energy Holding Company, LLC in exchange for each of the 15,449,000 units of membership interest of Amaizing Energy, L.L.C. Similarly, members of CassCo Amaizing Energy, LLC received membership units of Amaizing Energy Holding Company, LLC in exchange for their respective membership units in CassCo Amaizing Energy, LLC. Members of CassCo Amaizing Energy, LLC, including Amaizing Energy, L.L.C., received one (1) membership unit of Amaizing Energy Holding Company, LLC in exchange for each of the 8,300,000 post-conversion units of membership interest of CassCo Amaizing Energy, LLC.

     The following charts illustrate the number of units owned by the members of CassCo Amaizing Energy, LLC and Amaizing Energy, L.L. C. prior to the consummation of the merger transaction.

II-2

PRE-MERGER

Members of CassCo Amaizing Energy, LLC
Pre-Conversion of $10,000 units into $2 units
As of January 11, 2007

Name	Units Held	Class of Units
Amaizing Energy, L.L.C.	560	Class A
NEK-SEN Energy, LLC	1,000	Class B
Atlantic Energy, LLC	100	Class B

Members of CassCo Amaizing Energy, LLC
Post-Conversion of $10,000 units into $2 units

Name	Units Held	Class of Units
Amaizing Energy, L.L.C.	2,800,000	Class A
NEK-SEN Energy, LLC	5,000,000	Class B
Atlantic Energy, LLC	500,000	Class B

Members of Amaizing Energy, L.L.C.
As of January 11, 2007

Name	Units Held	Class of Units
Amaizing Energy Cooperative	9,174,000	Class A
Fagen Energy, Inc.	775,000	Class B
Energy Partners, LLC	3,250,000	Class C
Capitaline Renewable Energy, LP	1,500,000	Class D
ICM, Inc.	750,000	Class E

     The following charts indicate the number of units owned by the respective former members of CassCo Amaizing Energy, LLC and Amaizing Energy immediately following the consummation of the merger agreement.

POST-MERGER

Members of CassCo Amaizing Energy, LLC
$2 units

Name	Units Held	Class of Units
Amaizing Energy, L.L.C.	2,800,000	Class A
NEK-SEN Energy, LLC	5,000,000	Class B
Atlantic Energy, LLC	500,000	Class B

Members of Amaizing Energy, L.L.C.

Name	Units Held	Class of Units
Amaizing Energy Cooperative	59,126,430	Class A
Fagen Energy, Inc.	4,994,875	Class B
Energy Partners, LLC	20,946,250	Class C
Capitaline Renewable Energy, LP	9,667,500	Class D
ICM, Inc.	4,833,750	Class E

II-3

     The following chart indicates the number of units held by all of our members following the consummation of the reorganization and merger transaction.

POST-MERGER
HOLDING COMPANY OWNERSHIP INTERESTS

Name	Units Held
Amaizing Energy Cooperative	60,789,140
Fagen Energy, Inc.	5,135,337
Energy Partners, LLC	21,535,285
Capitaline Renewable Energy, LP	9,939,362
ICM, Inc.	4,969,681
NEK-SEN Energy, LLC	5,000,000
Atlantic Energy, LLC	500,000
Total	107,868,825

     For this exchange offering, we relied on Rule 506 of Regulation D of the Securities Act of 1933 for our exemption from federal registration. We were able to rely on this exemption from federal registration because we privately sold our membership units only to accredited investors, as that term is defined in Rule 501 of Regulation D, and the recipients of our membership units in this transaction represented their intention to acquire the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends were affixed to unit certificates and instruments issued in such transactions. We gave each investor information about the company and gave them the opportunities to ask questions regarding the terms and conditions of the offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit
No.	Description	Method of Filing
2.1	Articles of Merger between Amaizing Energy Denison, LLC and Amaizing Energy, L.L.C. dated January 31, 2007.	*
2.2	Articles of Merger between Amaizing Energy Atlantic, LLC and CassCo Amaizing Energy, LLC dated January 31, 2007.	*
3.1	Articles of Organization of Amaizing Energy Holding Company, LLC dated December 27, 2006	*
3.2	Operating Agreement of Amaizing Energy Holding Company, LLC	*
4.1	Form of membership unit certificate.	*
4.2	Form of Subscription Agreement.	*
4.3	Form of Escrow Agreement	*
5.1	Opinion of Brown, Winick, Graves, Gross, Baskerville & Schoenebaum, P.L.C. as to certain securities matters.	*
8.1	Opinion of Brown, Winick, Graves, Gross, Baskerville & Schoenebaum, P.L.C. as to certain tax matters.	*
10.1	Distillers Grains Marketing Agreement between United Bio Energy Ingredients, LLC and

II-4

Exhibit
No.	Description	Method of Filing
	Amaizing Energy, L.L.C. dated August 9, 2004.	+
10.2	Agreement for Electric Service between Harrison County Rural Electric Cooperative and Amaizing Energy, L.L.C. dated October 29, 2004.	*
10.3	Aquila, Inc. d/b/a Aquila Networks Large Volume Transportation Service Agreement between Aquila Networks and Amaizing Energy Corporation, L.L.C. dated December 6, 2004.	*
10.4	Assignment and Pledge Agreement between CoBank, ACB and Amaizing Energy, L.L.C. dated February 11, 2005.	*
10.5	Assignment and Pledge Agreement between CoBank, ACB and Amaizing Energy, L.L.C. dated February 11, 2005.	*
10.6	Assignment and Pledge Agreement between CoBank, ACB and Amaizing Energy, L.L.C. dated February 11, 2005.	*
10.7	Base Contract for Sale and Purchase of Natural Gas between Cornerstone Energy, Inc. and Amaizing Energy, L.L.C. dated August 8, 2005.	*
10.8	Letter Agreement between NEK-SEN Energy, LLC and Amaizing Energy, LLC dated August 16, 2006.	*
10.9	Agreement for Services between ICM, Inc. and Amaizing Energy, L.L.C. dated August 9, 2005.	*
10.10	Independent Contractor Agreement between Ken Argo and Amaizing Energy, L.L.C. dated May 1, 2006.	*
10.11	Proposal for Geotechnical and Environmental Services between Terracon Consultants, Inc. and CassCo Amaizing Energy, LLC dated May 4, 2006.	*
10.12	Letter of Intent between Fagen, Inc. and CassCo Amaizing Energy, LLLP dated July 25, 2006.	*
10.13	Railroad Track Design-Build Agreement between Volkmann Railroad Builders, Inc. and CassCo Amaizing Energy, LLC dated September 29, 2006.	*
10.14	Industry Track Agreement between Chicago, Central and Pacific Railroad Company and Amaizing Energy, L.L.C. dated October 19, 2006.	*
10.15	Letter Agreement between Northern Natural Gas and CassCo Amaizing Energy, L.L.C. dated November 7, 2006.	*
10.16	Ethanol Sales and Marketing Agreement between Provista Renewable Fuels Marketing, LLC and Amaizing Energy Denison, LLC dated December 8, 2006.	+
10.17	Professional Services Agreement between Snyder Associates, Inc. and CassCo Amaizing Energy, LLC dated December 28, 2006.	*
10.18	Professional Services Agreement Northwest Water and Sewer Extension between Snyder Associates, Inc. and CassCo Amaizing Energy, LLC dated December 28, 2006.	*
10.19	U.S. Water Services Agreement with Amaizing Energy dated February 26, 2007.	*
10.20	Agreement between JB Holland Construction, Inc. and Amaizing Energy Atlantic, LLC dated March 28, 2007.	*

II-5

Exhibit
No.	Description	Method of Filing
10.21	Contract Agreement between Peterson Contractors, Inc and Amaizing Energy Atlantic, LLC dated April 5, 2007.	*
10.22	Letter of Understanding between Cass County Board of Supervisors and Amaizing Energy Atlantic, LLC dated April 10, 2007.	*
10.23	Novation of CassCo Amaizing Energy, LLLP Letter of Intent with Fagen, Inc. dated April 18, 2007.	*
10.24	CoBank Letter of Credit Amendment with Amaizing Energy, LLC dated April 25, 2007	*
10.25	Addendum to Letter of Understanding between Cass County Board of Supervisors and Amaizing Energy Atlantic, LLC dated April 25, 2007.	*
10.26	Letter of Intent between Fagen, Inc. and Amaizing Energy Denison, LLC dated May 1, 2007	*
10.27	Letter Agreement between Amaizing Energy Holding Company and Fagen, Inc. dated May 9, 2007	*
21.1	Articles of Organization of Amaizing Energy Denison, LLC subsidiaries of Amaizing Energy Holding Company, LLC	*
21.2	Articles of Organization of Amaizing Energy Atlantic, LLC subsidiaries of Amaizing Energy Holding Company, LLC	*
23.1	Consent of auditors — Denison	*
23.2	Consent of auditors — Atlantic	*
23.3	Consent of PRX	*

(*)	Filed herewith.
(+)	Material has been omitted pursuant to a request for confidential treatment and such materials have been filed separately with the Securities and Exchange Commission.

II-6

ITEM 17. UNDERTAKINGS.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the registered securities which remain unsold at the end of the offering.
(4)	To determine the liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of the securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii.	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii.	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv.	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-7

(5)

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6)

The undersigned registrant hereby undertakes as follows:

a. That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(7) The registrant undertakes that every prospectus:

a.

That is filed pursuant to paragraph (h)(1) immediately preceeding, or

b.

That purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, in the City of Denison, State of Iowa on May 7, 2007.

	AMAIZING ENERGY HOLDING COMPANY, LLC
Date: May 7, 2007	/s/ Sam Cogdill
	Sam Cogdill
	Chief Executive Officer (Principal Executive Officer)
Date: May 7, 2007	/s/ Bill Hammitt
	Bill Hammitt
	Treasurer and Director (Principal Financial and Accounting Officer)

     In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in their capacities and on the dates stated:

Date: May 7, 2007	/s/ Sam Cogdill
	Sam Cogdill
	Chief Executive Officer (Principal Executive Officer)
Date: May 7, 2007	/s/ Becky Constant
	Becky Constant
	Vice President
Date: May 7, 2007	/s/ Bill Hammitt
	Bill Hammitt
	Treasurer and Director (Principal Financial and Accounting Officer)
Date: May 7, 2007	/s/ Nick Cleveland
	Nick Cleveland
	Secretary and Director
Date: May 7, 2007	/s/ Craig Brodersen
	Craig Brodersen, Director
Date: May 7, 2007
	Dr. Mark A. Edelman, Director

II-9

Date: May 7, 2007	/s/ Chuck Edwards
	Chuck Edwards, Director
Date: May 7, 2007	/s/ Eugene Gochenour
	Eugene Gochenour, Director
Date: May 7, 2007	/s/ Steve Myers
	Steve Myers, Director
Date: May 7, 2007	/s/ Gary Pellett
	Gary Pellett, Director
Date: May 7, 2007	/s/ Bill Preston
	Bill Preston, Director
Date: May 7, 2007	/s/ Dave Reinhart
	Dave Reinhart, Director
Date: May 7, 2007	/s/ David Reisz
	David Reisz, Director
Date: May 7, 2007	/s/ Tom Smith
	Tom Smith, Director
Date: May 7, 2007	/s/ Don Sonntag
	Don Sonntag, Director
Date: May 7, 2007	/s/ David Stevens
	David Stevens, Director
Date: May 7, 2007	/s/ Dave VanderGriend
	Dave VanderGriend, Director

II-10

EX-2.1

Exhibit 2.1

RECEIVED

SECRETARY OF STATE

IOWA

07 JAN 31 PM 3:59

Amaizing Energy Articles of Merger

ARTICLES OF MERGER OF
AMAIZING ENERGY DENISON, LLC
AND
AMAIZING ENERGY, L.L.C.

     Pursuant to Section 490A.1204 of the Iowa Limited Liability Company Act, the undersigned hereby adopt these Articles of Merger and certify as follows:

     1. Name and Jurisdiction. The merging entities are Amaizing Energy, L.L.C., a limited liability company organized and existing under the laws of the State of Iowa, and Amaizing Energy Denison, LLC, a limited liability company organized and existing under the laws of the State of Iowa.

     2. Plan of Merger. A Plan of Merger is attached hereto as Exhibit A and has been approved by the members and Board of Directors of Amaizing Energy, L.L.C. and the sole member and the sole manager of Amaizing Energy Denison, LLC. The Plan of Merger was duly authorized and approved by each constituent limited liability company in accordance with Section 490A.1203 of the Iowa Limited Liability Company Act.

     3. Surviving Entity. The surviving entity is Amaizing Energy Denison, LLC. The surviving entity shall be governed by the Articles of Organization of Amaizing Energy Denison, LLC as in effect immediately prior to the effective date of the merger.

     4. Effective Date. The merger shall be effective on the later of January 31, 2007, or the effective date of the filing of these Articles of Merger with the Iowa Secretary of State.

     IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger as of the 31st day of January, 2007.

AMAIZING ENERGY, L.L.C.			AMAIZING ENERGY
			DENISON, LLC
By	/s/ Sam J. Cogdill		By	/s/ Sam J. Cogdill
	Name:	Samuel J. Cogdill		Name:	Samuel J. Cogdill
	Title:	Chairman and CEO		Title:	Chairman and CEO

STATE OF IOWA	)
	) ss:
COUNTY OF Crawford	)

     On this 31 day of Jan 2007, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Samuel J. Cogdill, to me personally known, who, being by me duly sworn, did say that he/she is the CEO/Chairman of Amaizing Energy, L.L.C., executing the within and foregoing instrument, that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Members; and that the said Chairman as such officer acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it and by him/her voluntarily executed.

Angel R. Jepsen  

Notary Public in and for the State of Iowa 

STATE OF IOWA	)
	) ss:
COUNTY OF Crawford	)

     On this 31 day of Jan, 2007, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Samuel J. Cogdill, to me personally known, who, being by me duly sworn, did say that he/she is the CEO/Chairman of Amaizing Energy Denison, LLC, executing the within and foregoing instrument, that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Managers; and that the said Chairman as such officer acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it and by him/her voluntarily executed.

Angel R. Jepsen  

Notary Public in and for the State of Iowa 

Amaizing Energy Plan of Merger

PLAN OF MERGER

     THIS PLAN OF MERGER (the “Plan of Merger”) is dated as of January 31, 2007, by and between Amaizing Energy, L.L.C., an Iowa limited liability company, (“Amaizing Energy”), and Amaizing Energy Denison, LLC, an Iowa limited liability company, (“Denison”), each a “Constituent Company” and together “Constituent Companies.”

     WHEREAS, Amaizing Energy and Denison each is a limited liability company organized and existing under the Iowa Limited Liability Company Act (as amended, the “Act”); and

     WHEREAS, the respective members and managers of each have approved and adopted this Plan of Merger in the manner required by and in accordance with the Act and their respective articles of organization and operating agreements.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants herein contained, the parties hereto agree as follows:

     1. Constituent Companies and Surviving Company. The name of each Constituent Company is: Amaizing Energy, L.L.C. and Amaizing Energy Denison, LLC. The surviving company is Amaizing Energy Denison, LLC.

     2. The Merger. On the Effective Time (as defined in Section 3 hereof), Amaizing Energy shall merge with and into Denison (the “Merger”) in accordance with the applicable provisions of the Act, and Denison shall be the surviving company and shall continue to exist as a limited liability company organized under the laws of the State of Iowa.

     3. Articles of Merger. On or before the Effective Time, following the execution and delivery of this Plan of Merger by each of Amaizing Energy and Denison, Amaizing Energy and Denison each shall execute articles of merger (the “Articles of Merger”) setting forth the information required by and otherwise in compliance with the applicable provisions of the Act. The Articles of Merger shall be filed in the manner required by, and otherwise in accordance with, the Act as soon as practicable following the execution thereof. The Merger shall be effective on the later of the date of filing of the Articles of Merger or January 31, 2007 as provided under the Act (the “Effective Time”).

     4. Effect of Merger. From and after the Effective Time, without any further action by the Constituent Companies or any of their respective members:

          (a) Denison, as the surviving company in the Merger, shall have all of the rights, privileges, immunities and powers, and shall be subject to all the duties and liabilities, of a limited liability company organized under the Act;

          (b) Denison, as the surviving company in the Merger, shall possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each Constituent Company, and all property, real, personal and mixed, and all debts due on whatever account, including promises to make contributions, and each and every other interest of or belonging to or due to each Constituent Company, shall be deemed to be and hereby is vested in Denison, without further act or deed, and the title to any property, or any interest therein, vested in either Constituent Company shall not revert or be in any way impaired by reason of the Merger;

          (c) Denison, as the surviving company in the Merger, shall be responsible and liable for all of the liabilities and obligations of each Constituent Company, and any claim existing or action or proceeding pending by or against one of the Constituent Companies may be prosecuted as if the Merger had not taken place or Denison may be substituted in its place;

          (d) Neither the rights of creditors nor any liens upon the property of any of the Constituent Companies shall be impaired by the Merger;

          (e) The separate existence of Amaizing Energy shall cease; and

          (f) The Merger shall have any and all such other effects set forth in the Act, all with the effect and to the extent provided in the applicable provisions of the Act.

     5. Articles of Organization; Operating Agreement. From and after the Effective Time, without any further action by the Constituent Companies or their respective members, the Operating Agreement of Denison, as the surviving company in the Merger, shall read as set forth in Exhibit B-2 attached to the Merger Agreement, and shall be entered into by Amaizing Energy Holding Company, LLC (the “Denison Operating Agreement”). A copy of such operating agreement was made available or provided to the respective managers and members of each Constituent Company in connection with their consideration of the Merger pursuant to the Act. No changes are to be made to the Articles of Organization of Denison, as set forth in Exhibit A-2, as the surviving company in the Merger.

     6. Management. From and after the Effective Time, without any further action by the Constituent Companies or their respective members, the business and affairs of Amaizing Energy shall be managed by and under the direction of a manger (the “Denison Manager”), to serve according to and subject to the Amaizing Energy Denison Operating Agreement. The Denison Manager shall be appointed by the sole member of Denison, Amaizing Energy Holding Company, LLC. The initial Denison Manager shall be Amaizing Energy Holding Company, LLC.

     7. Cancellation and Conversion of Membership Interests. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

     (a) Each membership interest represented by one (1) membership unit of Amaizing Energy, which was issued and outstanding on the books and records of Amaizing Energy immediately prior to the Effective Time, shall be converted into six and four hundred forty-five thousandths (6.445) fully paid and nonassessable membership interests (units) of Amaizing Energy Holding Company, LLC. The membership interest (units) of Amaizing Energy Holding Company, LLC shall be of one class of membership interests (units) such that one Class A, B, C, D and E membership interest (unit) of Amaizing Energy shall each be converted into six and four hundred forty-five thousandths (6.445) membership interests (units) of Amaizing Energy Holding Company, LLC belonging to one class;

     (b) As a result of the foregoing exchange, the fifteen million four hundred forty-nine thousand (15,449,000) membership interests (units) of Amaizing Energy that were issued and outstanding on the books and records of Amaizing Energy immediately prior to the Effective Time shall be converted into the right to receive an aggregate of ninety-nine million five hundred sixty-eight thousand eight hundred five (99,568,805) membership interests (units) of Amaizing Energy Holding Company, LLC;

     (c) All Amaizing Energy membership interests (units), when so exchanged, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and

each holder of a certificate or book entry representing any such Amaizing Energy units shall cease to have any rights with respect thereto, except the right to receive Holding Company membership interests (units) in consideration therefore upon the surrender of the Amaizing Energy membership interests (units);

     (d) Each membership unit of CassCo that Amaizing Energy owns, originally issued at a price of $10,000 per unit, which was issued and outstanding on the books and records of CassCo immediately prior to the Effective Time shall be converted into $2.00 units (“post-conversion membership units”) in order to make the exchange of each CassCo unit for Holding Company units equivalent to the $2.00 per unit pre-exchange value of each Amaizing Energy, L.L.C. unit. Therefore, the 560 Class A units issued and outstanding immediately prior to the Effective Time and owned by Amaizing Energy will be converted into 2,800,000 Class A post-conversion membership units;

     (e) Each of Amaizing Energy’s membership interests in CassCo Amaizing Energy, LLC (“CassCo”) represented by one (1) Class A post-conversion membership interest (unit) of CassCo shall be exchanged for one (1) fully paid and nonassessable membership interest (unit) of the Holding Company. The membership interests (units) of the Holding Company shall be of a single class. Therefore, one Class A CassCo post-conversion membership interest (unit) shall be exchanged for one (1) membership interest (unit) in the Holding Company belonging to one class;

     (f) As a result of the foregoing exchange, the two million eight hundred thousand (2,800,000) membership interest (units) of CassCo owned by Amaizing Energy that were issued and outstanding on the books and records of Amaizing Energy at the time of Conversion shall be exchanged for the right to receive an aggregate of two million eight hundred thousand (2,800,000) membership interests (units) of the Holding Company and such units shall be allocated and distributed to the members of Amaizing Energy in proportion to the number of units of Amaizing Energy owned by the members;

     (g) All CassCo membership interests (units), when so exchanged by Amaizing Energy, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and Amaizing Energy’s certificate or book entry representing any such CassCo membership interests (units) shall cease to have any rights with respect thereto, except the right to receive Holding Company membership interests (units) in consideration therefore upon the surrender of the CassCo membership interests (units) owned by Amaizing Energy;

     (h) The members of Amaizing Energy shall become and be members of the Holding Company and shall be entitled to all of the rights, benefits, and duties of and as the members of the Holding Company as provided in the Holding Company Articles and the Holding Company Operating Agreement;

     (i) The Holding Company shall be the sole member of Denison, the surviving entity in the merger with Denison, and Denison will be a wholly-owned subsidiary of the Holding Company;

     (j) All membership interests (units) of Amaizing Energy Holding Company, LLC held by Amaizing Energy or Denison, if any, which were outstanding prior to the Effective Time shall be canceled; provided, however, that the Holding Company membership interests (units) received by Amaizing Energy in exchange for its membership interests (units) in CassCo shall remain issued and outstanding and shall not be canceled; and

     (k) The voting rights of each member of Amaizing Energy in Amaizing Energy shall terminate, and Amaizing Energy Holding Company, LLC shall be the sole member of Denison and shall be entitled to all of the rights, benefits, and duties of and as the sole member as provided in the Denison Articles and Denison Operating Agreement.

     8. Further Assurances. From time to time and after the Effective Time, as and when requested by Denison or its successors or assigns, Amaizing Energy shall execute and deliver or cause to be executed and delivered all such deeds and other instruments, and shall take or cause to be taken all such further action or actions, as Denison, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to Denison, or its successors or assigns, title to and possession of all of the properties, rights, privileges, powers and franchises referred to in Section 4 of this Plan of Merger, and otherwise to carry out the intent and purposes of this Plan of Merger. If Denison shall at any time deem that any further assignments or assurances or any other acts are necessary or desirable to vest, perfect or confirm of record or otherwise determine the title to any property or to enforce any claims of Amaizing Energy vested in Denison pursuant to this Plan of Merger, the Denison Manager or its successors or assigns, are hereby specifically authorized as attorneys-in-fact of Amaizing Energy (which appointment is irrevocable and coupled with an interest), to execute and deliver any and all such deeds, instruments, assignments and assurances and to do all such other acts in the name and on behalf of Amaizing Energy, or otherwise, as such officer shall deem necessary or appropriate to accomplish such purpose.

     9. Governing Law; Counterparts. This Plan of Merger shall be governed by and construed in accordance with the laws of the State of Iowa. This Plan of Merger may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same.

     10. Right to Abandon Merger. The managers of Amaizing Energy and Denison shall each have the power, in their discretion, to abandon the merger provided for herein prior to the filing of the Articles of Merger with the Office of the Secretary of State of the State of Iowa.

[Remainder of page left blank intentionally — signature page follows]

     IN WITNESS WHEREOF, the Constituent Entities have executed this Plan of Merger by their duly authorized representatives as of the date first set forth above.

AMAIZING ENERGY, L.L.C.			AMAIZING ENERGY
			DENISON, LLC
By	/s/ Sam J. Cogdill		By	/s/ Sam J. Cogdill
	Name:	Samuel J. Cogdill		Name:	Samuel J. Cogdill
	Title:	Chairman and CEO		Title:	Chairman and CEO

FILED

IOWA

SECRETARY OF STATE  

1-31-2007

3:59 PM

W516058

BARCODE

EX-2.2

Exhibit 2.2

RECEIVED

SECRETARY OF STATE

IOWA

07 JAN 31 PM 3:59

ARTICLES OF MERGER OF
AMAIZING ENERGY ATLANTIC, LLC
AND
CASSCO AMAIZING ENERGY, LLC

     Pursuant to Section 490A.1204 of the Iowa Limited Liability Company Act, the undersigned hereby adopt these Articles of Merger and certify as follows:

     1. Name and Jurisdiction. The merging entities are CassCo Amaizing Energy, LLC, a limited liability company organized and existing under the laws of the State of Iowa, and Amaizing Energy Atlantic, LLC, a limited liability company organized and existing under the laws of the State of Iowa.

     2. Plan of Merger. A Plan of Merger is attached hereto as Exhibit A and has been approved by the members and Board of Directors of CassCo Amaizing Energy, LLC and the sole member and the sole manager of Amaizing Energy Atlantic, LLC. The Plan of Merger was duly authorized and approved by each constituent limited liability company in accordance with Section 490A.1203 of the Iowa Limited Liability Company Act.

     3. Surviving Entity. The surviving entity is Amaizing Energy Atlantic, LLC. The surviving entity shall be governed by the Articles of Organization of Amaizing Energy Atlantic, LLC as in effect immediately prior to the effective date of the merger.

     4. Effective Date. The merger shall be effective on the later of January 31, 2007, or the effective date of the filing of these Articles of Merger with the Iowa Secretary of State.

     IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger as of the 31st day of January, 2007.

CASSCO AMAIZING ENERGY, LLC		AMAIZING ENERGY ATLANTIC, LLC
By	/s/ Sam J. Cogdill	By	/s/ Sam J. Cogdill
Name:	Samuel J. Cogdill	Name:	Samuel J. Cogdill
Title:	Chairman and CEO	Title:	Chairman and CEO

STATE OF IOWA	)
	)	ss:
COUNTY OF Crawford	)

     On this 31 day of Jan, 2007, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Samuel J. Cogdill, to me personally known, who, being by me duly sworn, did say that he/she is the CEO/Chairman of CassCo Amaizing Energy, LLC executing the within and foregoing instrument, that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Members; and that the said Chairman as such officer acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it and by him/her voluntarily executed.

Angel R. Jepsen

Notary Public in and for the State of Iowa

STATE OF IOWA	)
	)	ss:
COUNTY OF Crawford	)

     On this 31 day of Jan, 2007, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Samuel J. Cogdill, to me personally known, who, being by me duly sworn, did say that he/she is the Chairman/CEO of Amaizing Energy Atlantic, LLC, executing the within and foregoing instrument, that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Managers; and that the said Chairman as such officer acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it and by him/her voluntarily executed.

Angel R. Jepsen

Notary Public in and for the State of Iowa

FILED

IOWA

SECRETARY OF STATE

1-31-2007

3:59 pm

W516059

Barcode

CassCo Plan of Merger

PLAN OF MERGER

     THIS PLAN OF MERGER (the “Plan of Merger”) is dated as of January 31, 2007, by and between CassCo Amaizing Energy, LLC, an Iowa limited liability company, (“CassCo”), and Amaizing Energy Atlantic, LLC, an Iowa limited liability company, (“Atlantic”), each a “Constituent Company” and together “Constituent Companies.”

     WHEREAS, CassCo and Atlantic each is a limited liability company organized and existing under the Iowa Limited Liability Company Act (as amended, the “Act”); and

     WHEREAS, the respective members and managers of each have approved and adopted this Plan of Merger in the manner required by and in accordance with the Act and their respective articles of organization and operating agreements.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants herein contained, the parties hereto agree as follows:

     1. Constituent Companies and Surviving Company. The name of each Constituent Company is: CassCo Amaizing Energy, LLC and Amaizing Energy Atlantic, LLC. The surviving company is Amaizing Energy Atlantic, LLC.

     2. The Merger. On the Effective Time (as defined in Section 3 hereof), CassCo shall merge with and into Atlantic (the “Merger”) in accordance with the applicable provisions of the Act, and Atlantic shall be the surviving company and shall continue to exist as a limited liability company organized under the laws of the State of Iowa.

     3. Articles of Merger. On or before the Effective Time, following the execution and delivery of this Plan of Merger by each of CassCo and Atlantic, CassCo and Atlantic each shall execute articles of merger (the “Articles of Merger”) setting forth the information required by and otherwise in compliance with the applicable provisions of the Act. The Articles of Merger shall be filed in the manner required by, and otherwise in accordance with, the Act as soon as practicable following the execution thereof. The merger shall be effective on the later of the date of filing of the Articles of Merger or January 31, 2007 as provided under the Act (the “Effective Time”).

     4. Effect of Merger. From and after the Effective Time, without any further action by the Constituent Companies or any of their respective members:

          (a) Atlantic, as the surviving company in the Merger, shall have all of the rights, privileges, immunities and powers, and shall be subject to all the duties and liabilities, of a limited liability company organized under the Act;

          (b) Atlantic, as the surviving company in the Merger, shall possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each Constituent Company, and all property, real, personal and mixed, and all debts due on whatever account, including promises to make contributions, and each and every other interest of or belonging to or due to each Constituent Company, shall be deemed to be and hereby is vested in Atlantic, without further act or deed, and the title to any property, or any interest therein, vested in either Constituent Company shall not revert or be in any way impaired by reason of the Merger;

          (c) Atlantic, as the surviving company in the Merger, shall be responsible and liable for all of the liabilities and obligations of each Constituent Company, and any claim existing or action or proceeding pending by or against one of the Constituent Companies may be prosecuted as if the Merger had not taken place or Atlantic may be substituted in its place;

          (d) Neither the rights of creditors nor any liens upon the property of any of the Constituent Companies shall be impaired by the Merger;

          (e) The separate existence of CassCo shall cease; and

          (f) The Merger shall have any and all such other effects set forth in the Act, all with the effect and to the extent provided in the applicable provisions of the Act.

     5. Articles of Organization; Operating Agreement. From and after the Effective Time, without any further action by the Constituent Companies or their respective members, the Operating Agreement of Atlantic, as the surviving company in the Merger, shall read as set forth in Exhibit B-1 attached to the Merger Agreement, and shall be entered into by Amaizing Energy Holding Company, LLC (the “Atlantic Operating Agreement”). A copy of such operating agreement was made available or provided to the respective managers and members of each Constituent Company in connection with their consideration of the Merger pursuant to the Act. No changes are to be made to the Articles of Organization of Atlantic, as set forth in Exhibit A-1, as the surviving company in the Merger.

     6. Management. From and after the Effective Time, without any further action by the Constituent Companies or their respective members, the business and affairs of Atlantic shall be managed by and under the direction of a manger (the “Atlantic Manager”), to serve according to and subject to the Atlantic Operating Agreement and the Act. The Atlantic Manager shall be appointed by the sole member of Atlantic, Amaizing Energy Holding Company, LLC. The initial Atlantic Manager shall be Amaizing Energy Holding Company, LLC.

     7. Cancellation and Conversion of Membership Interests. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

     (a) Each membership interest (unit) of CassCo, originally issued at a price of $10,000 per unit, which was issued and outstanding on the books and records of CassCo immediately prior to the Effective Time shall be converted into $2.00 membership interests (units) (“post-conversion membership units”) in order to make the exchange of each CassCo membership interest (unit) for Holding Company membership interests (units) equivalent to the $2.00 per unit pre-exchange value of each Amaizing Energy, L.L.C. membership interest (unit) (the “Conversion”). Therefore, the 560 Class A membership interests (units) and 1,100 Class B membership interests (units) issued and outstanding immediately prior to the Effective Time will be converted into 2,800,000 Class A post-conversion membership interests (units) and 5,500,000 Class B post-conversion membership interests (units), respectively.

     (b) Each membership interest represented by one (1) post-conversion membership unit of CassCo shall be exchanged for one (1) fully paid and nonassessable membership interest (unit) of Amaizing Energy Holding Company, LLC. The membership interests (units) of Amaizing Energy Holding Company, LLC shall be of a single class. Therefore, one Class A CassCo post-conversion membership interest (unit) and one Class B CassCo post-conversion membership interest (unit) shall each be converted into one (1) membership interest (unit) of Amaizing Energy Holding Company, LLC belonging to one class;

     (b) As a result of the foregoing exchange, the eight million three hundred thousand (8,300,000) post-conversion membership interests (units) of CassCo that were issued and outstanding on the books and records of CassCo at the time of the Conversion shall be exchanged for the right to receive an aggregate of eight million three hundred thousand (8,300,000) units of membership interests (units) of Amaizing Energy Holding Company, LLC;

     (c) All CassCo membership interests (units), when so exchanged, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or book entry representing any such CassCo units shall cease to have any rights with respect thereto, except the right to receive Holding Company membership interests (units) in consideration therefore upon the surrender of the CassCo membership interests (units).

     (a) The members of CassCo shall become and be members of the Holding Company and shall be entitled to all of the rights, benefits, and duties of and as the members of the Holding Company as provided in the Holding Company Articles and the Holding Company Operating Agreement;

     (e) The Holding Company shall be the sole member of Atlantic, the surviving entity in the merger with CassCo, and Atlantic will be a wholly-owned subsidiary of the Holding Company;

     (f) All membership interests (units) of Amaizing Energy Holding Company, LLC held by CassCo or Atlantic, if any, which were outstanding prior to the Effective Time shall be canceled; and

     (g) The voting rights of each member of CassCo in CassCo shall terminate, and Amaizing Energy Holding Company, LLC shall be the sole member of Atlantic and shall be entitled to all of the rights, benefits, and duties of and as the sole member as provided in the Atlantic Articles and Atlantic Operating Agreement.

     8. Further Assurances. From time to time and after the Effective Time, as and when requested by Atlantic or its successors or assigns, CassCo shall execute and deliver or cause to be executed and delivered all such deeds and other instruments, and shall take or cause to be taken all such further action or actions, as Atlantic, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to Atlantic, or its successors or assigns, title to and possession of all of the properties, rights, privileges, powers and franchises referred to in Section 4 of this Plan of Merger, and otherwise to carry out the intent and purposes of this Plan of Merger. If Atlantic shall at any time deem that any further assignments or assurances or any other acts are necessary or desirable to vest, perfect or confirm of record or otherwise determine the title to any property or to enforce any claims of CassCo vested in Atlantic pursuant to this Plan of Merger, the Atlantic Manager or its successors or assigns, are hereby specifically authorized as attorneys-in-fact of CassCo (which appointment is irrevocable and coupled with an interest), to execute and deliver any and all such deeds, instruments, assignments and assurances and to do all such other acts in the name and on behalf of CassCo, or otherwise, as such officer shall deem necessary or appropriate to accomplish such purpose.

     9. Governing Law; Counterparts. This Plan of Merger shall be governed by and construed in accordance with the laws of the State of Iowa. This Plan of Merger may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same.

     10. Right to Abandon Merger. The managers of CassCo and Atlantic shall each have the power, in their discretion, to abandon the merger provided for herein prior to the filing of the Articles of Merger with the Office of the Secretary of State of the State of Iowa.

[Remainder of page left blank intentionally — signature page follows]

     IN WITNESS WHEREOF, the Constituent Entities have executed this Plan of Merger by their duly authorized representatives as of the date first set forth above.

CASSCO AMAIZING ENERGY, L.L.C.		AMAIZING ENERGY ATLANTIC, LLC
By	/s/ Sam J. Cogdill	By	/s/ Sam J. Cogdill
Name:	Samuel J. Cogdill	Name:	Samuel J. Cogdill
Title:	Chairman and CEO	Title:	Chairman and CEO

EX-3.1

Exhibit 3.1

RECEIVED
SECRETARY OF STATE
IOWA
06 DEC 27 PM 2:30

ARTICLES OF ORGANIZATION

OF

AMAIZING ENERGY HOLDING COMPANY, LLC

     Pursuant to Section 301 of the Iowa Limited Liability Company Act, the undersigned forms the limited liability company by adopting the following Articles of Organization for the limited liability company:

ARTICLE I

     The name of this limited liability company is Amaizing Energy Holding Company, LLC (the “Company”).

ARTICLE II

     The street address of the initial registered office of the Company in the State of Iowa is 666 Grand Ave., Suite 2000, Des Moines, IA 50309, and the name of its initial registered agent at such address is Catherine C. Cownie.

ARTICLE III

     The street address of the principal office of the Company in the State of Iowa is 2404 West Highway 30, Denison, Iowa 51442.

ARTICLE IV

     The duration of the Company shall be perpetual unless dissolved as provided in the operating agreement of the Company.

ARTICLE V

     The management of the Company shall be vested in its managers who shall be selected in the manner described in the operating agreement of the Company. The members of the Company are not agents of the Company for the purpose of its business or affairs or otherwise. No manager, member, agent, employee, or any other person shall have any power or authority to bind the Company in any way except as may be expressly authorized by the operating agreement of the Company or unless authorized to do so by the managers of the Company.

ARTICLE VI

     Section 6.1. A manager of this Company or a member with whom management of the limited liability company is vested shall not be personally liable to the Company or its members

for monetary damages for any action taken, or any failure to take action, as a manager or a member with whom management of the limited liability company is vested, except for liability for any of the following: (i) the amount of a financial benefit received by a manager or member to which the manager or member is not entitled; (ii) an intentional infliction of harm on the limited liability company or its members; (iii) a violation of Iowa Code Section 490A.807; or (iv) an intentional violation of criminal law.

     Section 6.2. Each person who is or was a member or manager of the Company (and the heirs, executors, personal representatives, administrators, or successors of such person) who was or is made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member or manager of the Company or is or was serving at the request of the Company as a member or manager, director, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (“Indemnitee”), shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended. In addition to the indemnification conferred in this Article, the Indemnitee shall also be entitled to have paid directly by the Company the expenses reasonably incurred in defending any such proceeding against such Indemnitee in advance of its final disposition, to the fullest extent authorized by applicable law, as the same exists or may hereafter be amended. The right to indemnification conferred in this Section 6.2 shall be a contract right.

     Section 6.3. The Company may, by action of the manager(s), provide indemnification to such of the officers, employees and agents of the Company to such extent and to such effect as the manager(s) shall determine to be appropriate and authorized by applicable law.

     Section 6.4. The rights and authority conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the articles of organization or operating agreement of the Company, agreement, vote of members or disinterested manager(s), or otherwise.

     Section 6.5. Any repeal or amendment of this Article by the members of the Company shall not adversely affect any right or protection of a member, manager, or officer existing at the time of such repeal or amendment.

Dated December 27, 2006.

/s/ Catherine C. Cownie  

Catherine C. Cownie, Organizer 

FILED
IOWA
SECRETARY OF STATE
12-27-2006
2:30 pm

2

EX-3.2

Exhibit 3.2

OPERATING AGREEMENT

OF

AMAIZING ENERGY HOLDING COMPANY, LLC

Dated: Effective January 23, 2007

OPERATING AGREEMENT
OF
AMAIZING ENERGY HOLDING COMPANY, LLC

TABLE OF CONTENTS

	Page
ARTICLE I. THE COMPANY		1
1.1 Formation		1
1.2 Name		1
1.3 Purpose; Powers		1
1.4 Principal Place of Business		1
1.5 Term		1
1.6 Registered Agent		1
1.7 Title to Property		1
1.8 Payment of Individual Obligations		2
1.9 Independent Activities; Transactions With Affiliates		2
1.10 Definitions		2
ARTICLE II. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS		7
2.1 Membership Interests		7
2.2 Initial Capital Contributions		7
2.3 Additional Capital Contributions; Additional Units		7
2.4 Capital Accounts		7
2.5 Loans By Members		8
2.6 Compensation of Members; Interest on Capital Contributions; Withdrawal		8
ARTICLE III. ALLOCATIONS		8
3.1 Profits		8
3.2 Losses		8
3.3 Special Allocations		8
3.4 Regulatory Allocations		10
3.5 Loss Limitation		10
3.6 Other Allocation Rules		10
3.7 Tax Allocations: Code Section 704(c)		10
3.8 Tax Credit Allocations		11
ARTICLE IV. DISTRIBUTIONS		11
4.1 Net Cash Flow		11
4.2 Amounts Withheld		11
4.3 Limitations on Distributions		11
ARTICLE V. MANAGEMENT		11
5.1 Directors		11
5.2 Classes of Directors; Number of Total Directors		12
5.3 Special Right of Appointment for Certain Members		12

i 

	Page
5.4 Election of Directors		14
5.5 Director’s Fiduciary Duty		15
5.6 Authority of Directors		15
5.7 Director as Agent		17
5.8 Restriction on Authority of Directors		17
5.9 Meetings		17
5.10 Notice		18
5.11 Conduct of Meeting		18
5.12 Quorum		18
5.13 Manner of Acting; Informal Action		18
5.14 Presumption of Assent		19
5.15 Compensation		19
5.16 Committees; Authority		19
5.17 Voting; Potential Financial Interest		19
5.18 Duties and Obligations of Directors		19
5.19 Officers		20
5.20 Execution of Instruments		21
5.21 Limitation of Liability		22
5.22 Indemnification of Directors and Officers		22
5.23 Removal of Directors		23
ARTICLE VI. MEMBERSHIP UNITS; MEMBERS		23
6.1 Membership Units		23
6.2 Certificates; Surrender for Transfer		23
6.3 Members		23
6.4 Members’ Voting Rights		23
6.5 Member Meetings		24
6.6 Place of Meeting		24
6.7 Conduct of Meetings		24
6.8 Notice		24
6.9 Contents of Notice		24
6.10 Adjourned Meetings		24
6.11 Waiver of Notice		24
6.12 Fixing of Record Date		25
6.13 Quorum and Proxies		25
6.14 Voting; Action by Members		25
6.15 Action by Members Without a Meeting		25
6.16 Activities With the Company		25
6.17 Termination of Membership		25
6.18 Continuation of the Company		26
6.19 Waiver of Dissenters Rights		26
ARTICLE VII. ACCOUNTING, BOOKS AND RECORDS		26
7.1 Accounting, Books and Records		26
7.2 Delivery to Members and Inspection		26
7.3 Reports		26
7.4 Tax Matters		27

ii 

	Page
ARTICLE VIII. AMENDMENTS		27
8.1 Amendments		27
ARTICLE IX. TRANSFERS		27
9.1 Restrictions on Transfers		27
9.2 Permitted Transfers		28
9.3 Conditions Precedent to Transfers		28
9.4 Prohibited Transfers		29
9.5 No Dissolution or Termination		29
9.6 Prohibition of Assignment		29
9.7 Rights of Unadmitted Assignees		30
9.8 Admission of Substitute Members		30
9.9 Representations Regarding Transfers		30
9.10 Distributions And Allocations In Respect of Transferred Units		31
9.11 Additional Members		31
ARTICLE X. DISSOLUTION AND WINDING UP		31
10.1 Dissolution		31
10.2 Winding Up		32
10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts		32
10.4 Deemed Distribution and Recontribution		32
10.5 Rights of Unit Holders		32
10.6 Allocations During Period of Liquidation		33
10.7 Character of Liquidating Distributions		33
10.8 The Liquidator		33
10.9 Forms of Liquidating Distributions		33
ARTICLE XI. MISCELLANEOUS		33
11.1 Notices		33
11.2 Binding Effect		33
11.3 Construction		34
11.4 Headings		34
11.5 Severability		34
11.6 Incorporation By Reference		34
11.7 Variation of Terms		34
11.8 Governing Law		34
11.9 Waiver of Jury Trial		34
11.10 Counterpart Execution		34
11.11 Specific Performance		34
11.12 No Third Party Rights		34
11.13 Entire Agreement		34

iii 

OPERATING AGREEMENT
OF
AMAIZING ENERGY HOLDING COMPANY, LLC

     THIS OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 23rd day of January, 2007 (the “Effective Date”), by and among Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.

     In consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I. THE COMPANY

1.1 Formation. The Company was formed as an Iowa limited liability company by filing Articles of Organization with the Iowa Secretary of State on December 27, 2006.

1.2 Name. The name of the Company shall be “Amaizing Energy Holding Company, LLC,” and all business of the Company shall be conducted in such name.

1.3 Purposes; Powers. The nature of the business and purposes of the Company are to: (i) directly or indirectly, own, construct, operate, lease, finance, contract with, and/or invest in ethanol production and by-product production facilities; (ii) process feedstock into ethanol and related by-products, and market such ethanol and by-products; and (iii) engage in any other business and investment activity in which an Iowa limited liability company may lawfully be engaged, as determined by the Directors. The Company has the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to, and in furtherance of, the purposes of the Company as set forth in this Section 1.3 and has, without limitation, any and all powers that may be exercised on behalf of the Company by the Directors pursuant to Article V of this Agreement.

1.4 Principal Place of Business. The Company shall continuously maintain a principal place of business in either the State of Iowa, at such location as the Directors may determine. The initial principal place of business of the Company shall be at 2404 West Highway 30, Denison, Iowa, 51442 or elsewhere as the Directors may determine. Any documents required by the Act to be kept by the Company shall be maintained at the Company’s principal place of business.

1.5 Term. The term of the Company commenced on the date the Articles were filed with the Iowa Secretary of State, and shall continue until the winding up and liquidation of the Company and its business is completed following a Dissolution Event as provided in Article X of this Agreement.

1.6 Registered Agent. The Company shall continuously maintain a registered office and a registered agent for service of process in the State of Iowa and in any other state in which it is required by law to do so. The name and address of the Company’s initial Registered Agent in Iowa shall be Catherine C. Cownie, 666 Grand Avenue, Suite 2000, Des Moines, IA 50309.

1.7 Title to Property. All Property owned by the Company shall be owned by the Company as an entity and not in the name of any Member, and no Member shall have any ownership interest in such Property, except as a Member of the Company. Each Member’s interest in the Company shall be personal property for all purposes.

1.8 Payment of Individual Obligations. The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be Transferred or encumbered for, or in payment of, any individual obligation of any Member.

1.9 Independent Activities; Transactions With Affiliates. The Directors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Director or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Director to permit the Company or any other Director or Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to, or otherwise deal with, any Member (including any Member who is also a Director), or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into with an independent third party.

1.10 Definitions. Capitalized words and phrases used in this Agreement have the following meanings:

     (a) “Act” means the Iowa Limited Liability Company Act, as amended from time to time, or any corresponding provisions of any succeeding law.

     (b) “Adjusted Capital Account Deficit” means, with respect to any Unit Holder, the deficit balance, if any, in such Unit Holder’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) crediting to such Capital Account any amounts which such Unit Holder is deemed to be obligated to restore pursuant to the next to the last sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and (ii) debiting to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

     (c) “Affiliate” means, with respect to any Person or entity: (i) any Person directly or indirectly controlling, controlled by or under common control with such Person or entity; (ii) any officer, director, general partner, member or trustee of any such Person or entity; or (iii) any Person or entity who is an officer, director, general partner, member or trustee of any Person described in clauses (i) or (ii) of this sentence. For purposes of this definition, the terms “controlling,” “controlled by” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, by contract or otherwise, or the power to elect a majority of the directors, managers, or persons exercising similar authority with respect to such Person or entities.

     (d) “Agreement” means the Company’s Operating Agreement, as amended from time to time.

     (e) “Articles” means the Company’s Articles of Organization on file with the Iowa Secretary of State’s Office, as amended from time to time.

     (f) “Assignee” means a transferee of Units who is not admitted as a Substitute Member pursuant to Section 9.8 of this Agreement.

     (g) “Capital Account” means the separate capital account maintained for each Unit Holder in accordance with Section 2.4 of this Agreement.

     (h) “Capital Contributions” means, with respect to any Member, the amount of money (US Dollars), and the initial Gross Asset Value of any assets or property other than money, contributed by the Member or such Member’s predecessors in interest to the Company, (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752) with respect to the Units held or purchased by such Member, including additional Capital Contributions.

     (i) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

     (j) “Company” means Amaizing Energy Holding Company, LLC, an Iowa limited liability company.

     (k) “Company Minimum Gain” has the meaning given the term “partnership minimum gain” in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

     (l) “Debt” means: (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by notes, bonds or other instruments; (ii) obligations as lessee under capital leases; (iii) obligations secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind existing on any asset owned or held by the Company, whether or not the Company has assumed or become liable for the obligations secured thereby; (iv) any obligation under any interest rate swap agreement; (v) accounts payable; and (vi) obligations, contingent or otherwise, under direct or indirect guarantees of indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv) and (v), above. Notwithstanding the foregoing, however, Debt shall not include obligations in respect of any accounts payable that are incurred in the ordinary course of the Company’s business and are not delinquent or are being contested in good faith by appropriate proceedings.

     (m) “Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Directors.

     (n) “Director” means any Person who: (i) is elected as a Director pursuant to Article V of this Agreement or who has otherwise become a Director pursuant to the terms of this Agreement; and (ii) has not ceased to be a Director pursuant to the terms of this Agreement. “Directors” means all such Persons. For purposes of the Act, the Directors shall be deemed to be the “managers” (as such term is defined and used in the Act) of the Company.

     (o) “Dissolution Event” shall have the meaning set forth in Section 10.1 of this Agreement.

     (p) “Effective Date” means January 23, 2007.

     (q) “Facilities” means the ethanol and by-product production facilities which are presently in operation and those facilities to be constructed and operated by the Company or its Affiliates.

     (r) “Fiscal Year” means: (i) any twelve-month period commencing on October 1 and ending on September 30; and (ii) the period commencing on the immediately preceding October 1 and ending on the date on which all Property is distributed to the Unit Holders pursuant to Article X of this Agreement, or, if the context requires, any portion of a Fiscal Year for which an allocation of Profits or Losses or a distribution is to be made. The Directors may establish a different Fiscal Year so long as the Fiscal Year chosen is not contrary to the Code or any provision of any state or local tax law.

     (s) “GAAP” means generally accepted accounting principles in effect in the United States of America from time to time.

     (t) “Gross Asset Value” means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (i) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Directors, provided that the initial Gross Asset Values of the assets contributed to the Company pursuant to Section 2.2 of this Agreement shall be as set forth in such Section; (ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account), as determined by the Directors as of the following times: (A) upon the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) upon the distribution by the Company to a Member of more than a de minimis amount of Company Property as consideration for an interest in the Company; and (C) upon the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), provided that an adjustment described in clauses (A) and (B) of this paragraph shall be made only if the Directors reasonably determine that such adjustment is necessary to reflect the relative economic interests of the Members in the Company; (iii) The Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the gross fair market value (taking Code Section 7701(g) into account) of such asset on the date of distribution as determined by the Directors; and (iv) The Gross Asset Values of Company assets shall be increased or decreased, as applicable, to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the definition of “Profits” and “Losses” or Section 3.3(c) of this Agreement; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (ii) or (iv) of this paragraph, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Profits and Losses.

     (u) “Issuance Items” has the meaning set forth in Section 3.3(h) of this Agreement.

     (v) “Liquidation Period” has the meaning set forth in Section 10.6 of this Agreement.

     (w) “Liquidator” has the meaning set forth in Section 10.8 of this Agreement.

     (x) “Member” means any Person: (i) whose name is set forth as such on Exhibit “A” attached hereto as it may be amended from time to time, or who has become a Member pursuant to the terms of this Agreement; and (ii) who is the owner of one or more Units and has not ceased to be a Member pursuant to the terms of this Agreement. “Members” means all such Persons.

     (y) “Membership Economic Interest” means collectively, a Member’s share of “Profits” and “Losses,” the right to receive distributions of the Company’s assets, and the right to information concerning the business and affairs of the Company as required by the Act. The Membership Economic Interest of a Member is quantified by the unit of measurement referred to herein as “Units.”

     (z) “Membership Interest” means collectively, the Membership Economic Interest and the Membership Voting Interest.

     (aa) “Membership Voting Interest” means collectively, a Member’s right to vote as set forth in this Agreement or as required by the Act. The Membership Voting Interest of a Member shall mean as to any matter with respect to which the Member is entitled to vote hereunder or as may be required under the Act, the right to one (1) vote for each Unit registered in the name of such Member as shown in the Unit Holder Register.

     (bb) “Net Cash Flow” means the gross cash proceeds of the Company less the portion thereof used to pay or establish reserves for Company expenses, debt payments, capital improvements, replacements, contingencies and other investment, all as reasonably determined by the Directors. “Net Cash Flow” shall not be reduced by Depreciation, amortization, cost recovery deductions or similar allowances, but shall be increased by any reductions of reserves previously established.

     (cc) “Nonrecourse Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.

     (dd) “Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

     (ee) “Officer” means any Person who: (i) is appointed as an Officer pursuant to Section 5.19 of this Agreement or who has otherwise become an Officer pursuant to the terms of this Agreement; and (ii) has not ceased to be an Officer pursuant to the terms of this Agreement. “Officers” mean all such Persons.

     (ff) “Permitted Transfer” has the meaning set forth in Section 9.2 of this Agreement.

     (gg) “Person” means any individual, general or limited partnership, joint venture, limited liability company, corporation, cooperative, trust, estate, association, nominee or other entity.

     (hh) “Profits and Losses” mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication): (i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss; (ii) Any expenditures of the Company described in Code Section 705(a)(2)(b) or treated as Code Section 705(a)(2)(b) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; (iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value; (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation; (vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in

liquidation of a Unit Holder’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and (vii) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Sections 3.3 and 3.4 of this Agreement shall not be taken into account in computing Profits or Losses. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections 3.3 and 3.4 of this Agreement shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

     (ii) “Property” means all real and personal property owned or acquired by the Company (including cash), and any improvements thereto, and shall include both tangible and intangible property.

     (jj) “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended from time to time.

     (kk) “Regulatory Allocations” has the meaning set forth in Section 3.4 of this Agreement.

     (ll) “Related Party” means the adopted or birth relatives of any Person and such Person’s spouse (whether by marriage or common law), if any, including without limitation great-grandparents, grandparents, parents, children (including stepchildren and adopted children), grandchildren, and great-grandchildren thereof, and such Person’s (and such Person’s spouse’s) brothers, sisters, and cousins and their respective lineal ancestors and descendants, and any other ancestors and/or descendants, and any spouse of any of the foregoing, each trust created for the exclusive benefit of one or more of the foregoing, and the successors, assigns, heirs, executors, personal representatives and estates of any of the foregoing.

     (mm) “Securities Act” means the Securities Act of 1933, as amended.

     (nn) “Tax Matters Member” has the meaning set forth in Section 7.4 of this Agreement.

     (oo) “Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition and, as a verb, to voluntarily or involuntarily transfer, give, sell, exchange, assign, pledge, bequest, hypothecate or otherwise dispose of.

     (pp) “Unit” means an ownership interest in the Company issued in consideration of a Capital Contribution made as provided in Article II of this Agreement.

     (qq) “Unit Holder” means any Person who is the owner of one or more Units. “Unit Holders” means all such Persons.

     (rr) “Unit Holder Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” in Section 1.704-2(b)(4) of the Regulations.

     (ss) “Unit Holder Nonrecourse Debt Minimum Gain” means an amount, with respect to each Unit Holder Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Unit Holder Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

     (tt) “Unit Holder Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

     (uu) “Unit Holder Register” means the register maintained by the Company at its principal office or by the Company’s duly appointed agent, setting forth the name, address and Capital Contributions of each Unit Holder (or such Unit Holder’s predecessors in interest), and the number of

Units, certificate number(s) and date of issuance of Units issued to each Unit Holder, which register shall be modified from time to time as additional Units are issued and as Units are Transferred pursuant to this Agreement.

ARTICLE II. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

2.1 Membership Interests. There shall be one class of Membership Interests in the Company. Each Member shall make an initial Capital Contribution to the Company in exchange for its Membership Interest. A Member’s Membership Interest in the Company shall be held in the form of Units. The name and number of Units quantifying the Membership Interest of each Member are listed on Exhibit A attached hereto, and shall also be set out in the Unit Holder Register. If following the date hereof, any Person is admitted as a Member or the number of Units held by any Member changes, the Board of Directors shall amend the Unit Holder Register to reflect such new information.

2.2 Initial Capital Contributions. The name, address, Capital Contribution and Units quantifying the Membership Interest of each of the Members shall be set forth on the Unit Holder Register.

2.3 Additional Capital Contributions; Additional Units. No Unit Holder shall be obligated to make any additional Capital Contributions to the Company or to pay any assessment to the Company, other than any unpaid amounts on such Unit Holder’s original Capital Contributions, and no Units shall be subject to any calls, requests or demands for capital. Additional Units may be issued in consideration of Capital Contributions as agreed to between the Directors and the Persons acquiring such Units. Each Person to whom additional Units are issued shall be admitted as a Member in accordance with this Agreement. Upon such Capital Contributions, the Directors shall cause Exhibit A and the Unit Holder Register to be appropriately amended.

2.4 Capital Accounts. A Capital Account shall be maintained for each Unit Holder in accordance with the following provisions:

     (a) To each Unit Holder’s Capital Account there shall be credited: (i) such Unit Holder’s Capital Contributions; (ii) such Unit Holder’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Sections 3.3 and 3.4 of this Agreement; and (iii) the amount of any Company liabilities assumed by such Unit Holder or which are secured by any Property distributed to such Unit Holder;

     (b) To each Unit Holder’s Capital Account there shall be debited: (i) the amount of money and the Gross Asset Value of any Property distributed to such Unit Holder pursuant to any provision of this Agreement; (ii) such Unit Holder’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 3.3 and 3.4 of this Agreement; and (iii) the amount of any liabilities of such Unit Holder assumed by the Company or which are secured by any Property contributed by such Unit Holder to the Company;

     (c) In the event Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Units; and

     (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above, Code Section 752(c) and any other applicable provisions of the Code and Regulations shall be taken into account.

     The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent therewith. In the event the Directors determine that it is prudent to modify the manner in which Capital Accounts, or any debits or credits thereto (including, without

limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Unit Holders), are computed in order to comply with such Regulations, the Directors may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to Article X of this Agreement upon the dissolution of the Company. The Directors also shall: (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Unit Holders and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q); and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

2.5 Loans By Members. No provision of this Agreement shall be construed so as to prevent a Member from making a secured or unsecured loan to the Company or guaranteeing any loan or indebtedness of the Company, except that no Member shall make any loan to the Company without the prior consent or approval of the Board of Managers. Loans by Members to the Company shall not be Capital Contributions to the Company nor shall loans be credited to the Capital Account of the lending Member or entitle such lending Member to any increase in such Member’s share of the Company’s profits or of the distributions of the Company or subject such Member to any greater proportion of the losses which the Company may sustain. Loans in accordance with the foregoing sentence shall be a debt due from the Company to such lending Member and shall be, together with accrued interest thereon, reimbursed to the Member making such loan prior to any distribution to the Members in connection with the dissolution of the Company. If a Director or an Affiliate of a Director is the lending Member, the rate of interest and the terms and conditions of such loan shall be no less favorable to the Company than if the lender had been an independent third party. None of the Members or their Affiliates shall be obliged to make any loan or advance to the Company.

2.6 Compensation of Members; Interest on Capital Contributions; Withdrawal. No Member shall receive any interest with respect to such Member’s Capital Contributions or Capital Account or any compensation for services rendered on behalf of the Company or otherwise in such Member’s capacity as a Member of the Company, except as otherwise provided in this Agreement. Except as otherwise provided in this Agreement or the Act, no Member or transferee of any Member shall have any right to receive any distributions from the Company except as provided in Articles III, IV and X or to demand or receive a return of his/her/its Capital Contribution or to require the redemption of his/her/its Units.

ARTICLE III. ALLOCATIONS

3.1 Profits. After giving effect to the special allocations in Sections 3.3 and 3.4 of this Agreement, Profits for any Fiscal Year shall be allocated among the Unit Holders in proportion to Units held.

3.2 Losses. After giving effect to the special allocations in Sections 3.3 and 3.4 of this Agreement, Losses for any Fiscal Year shall be allocated among the Unit Holders in proportion to Units held.

3.3 Special Allocations. The following special allocations shall be made in the following order:

     (a) Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Article III, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Unit Holder shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Unit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 3.3(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

     (b) Unit Holder Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article III, if there is a net decrease in Unit Holder Nonrecourse Debt Minimum Gain attributable to a Unit Holder Nonrecourse Debt during any Fiscal Year, each Unit Holder who has a share of the Unit Holder Nonrecourse Debt Minimum Gain attributable to such Unit Holder Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Unit Holder’s share of the net decrease in Unit Holder Nonrecourse Debt Minimum Gain, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 3.3(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

     (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.3(c) were not in the Agreement.

     (d) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(c) and 3.3(d) were not in this Agreement.

     (e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated among the Members in proportion to Units held.

     (f) Unit Holder Nonrecourse Deductions. Any Unit Holder Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Unit Holder who bears the economic risk of loss with respect to the Unit Holder Nonrecourse Debt to which such Unit Holder Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

     (g) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

     (h) Allocations Relating to Taxable Issuance of Company Units. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of Units by the Company to a Unit Holder (the “Issuance Items”) shall be allocated among the Unit Holders so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Unit Holder shall be equal to the net amount that would have been allocated to each such Unit Holder if the Issuance Items had not been realized.

3.4 Regulatory Allocations. The allocations set forth in Sections 3.3(a), 3.3(b), 3.3(c), 3.3(d), 3.3(e), 3.3(f), 3.3(g) and 3.5 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Unit Holders that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 3.4. Therefore, notwithstanding any other provision of this Article III (other than the Regulatory Allocations), the Directors shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Unit Holder’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Unit Holder would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 3.1, 3.2, and 3.3(h).

3.5 Loss Limitation. Losses allocated pursuant to Section 3.2 of this Agreement shall not exceed the maximum amount of Losses that can be allocated without causing any Unit Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Unit Holders would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.2 of this Agreement, the limitation set forth in this Section 3.5 shall be applied on a Unit Holder by Unit Holder basis and Losses not allocable to any Unit Holder as a result of such limitation shall be allocated to the other Unit Holders in accordance with the positive balances in such Unit Holder’s Capital Accounts so as to allocate the maximum permissible Losses to each Unit Holder under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

3.6 Other Allocation Rules.

     (a) For purposes of determining Profits, Losses and any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Directors using any permissible method under Code Section 706 and the Regulations thereunder.

     (b) The Unit Holders are aware of the income tax consequences of the allocations made by this Article III and hereby agree to be bound by the provisions of this Article III in reporting their shares of Company income and loss for income tax purposes.

     (c) Solely for purposes of determining a Unit Holder’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Unit Holders’ aggregate interests in Company Profits shall be deemed to be as provided in the Capital Accounts. To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the Directors shall endeavor to treat distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Unit Holder Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Unit Holder.

     (d) Profits and Losses to the Unit Holders shall be allocated among the Unit Holders in the ratio which each Unit Holder’s Units bears to the total number of Units issued and outstanding.

3.7 Tax Allocations; Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders so as to take

account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10(dd) of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit Holder’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

3.8 Tax Credit Allocations. All income tax credits with respect to the Company’s property or operations shall be allocated among the Members in accordance with their respective Membership Interests for the Fiscal Year during which the expenditure, production, sale or other event giving rise to such credits occurs. This Section 3.8 is intended to comply with the applicable tax credit allocation principles of Regulations Section 1.704-1(b)(4)(ii) and shall be interpreted consistently therewith.

ARTICLE IV. DISTRIBUTIONS

4.1 Net Cash Flow. The Directors, in their sole discretion, shall make distributions of Net Cash Flow, if any, to the Unit Holders in proportion to Units held subject to and to the extent permitted by any loan covenants or restriction on such distributions agreed to by the Company in any loan agreements with the Company’s lenders from time to time in effect. In determining Net Cash Flow, the Directors shall endeavor to provide for cash distributions at such times and in such amounts as will permit the Unit Holders to make timely payment of income taxes. No distribution shall be made if it is not permitted to be made under the Act.

4.2 Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, distribution or allocation to the Company or the Unit Holders shall be treated as amounts paid or distributed, as the case may be, to the Unit Holders with respect to which such amount was withheld pursuant to this Section 4.2 for all purposes under this Agreement. The Company is authorized to withhold from payments and distributions, or with respect to allocations, to the Unit Holders and to pay over to any federal, state, local or foreign government, any amounts required to be so withheld, and shall allocate any such amounts to the Unit Holders with respect to which such amount was withheld.

4.3 Limitations on Distributions. The Company shall make no distributions to the Unit Holders except as provided in this Article IV and in Article X of this Agreement. Notwithstanding any other provision, no distribution shall be made if not permitted to be made under the Act.

ARTICLE V. MANAGEMENT

5.1 Directors. Except as otherwise provided in this Agreement or required by law, the Directors shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, to perform any and all other acts or activities customary or incident to the management of the Company’s business, and shall adopt such policies, rules, regulations and actions as they deem advisable. Subject to Section 5.8 of this Agreement and any other express provisions of this Agreement to the contrary, the business and affairs of the Company shall be managed by and under the direction of the Directors and not by the Members. Unless authorized to do so by this Agreement or by the Directors, no Member, attorney-in-fact, employee, or agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable for any purpose.

     Notwithstanding any other provision in this Agreement to the contrary, the amendment or repeal of this Section 5.1 or the adoption of any provision inconsistent herewith shall require the approval of two-thirds of the Membership Voting Interests held by the Members.

5.2 Classes of Directors; Number of Total Directors.

     (a) There shall initially be four classes of Directors, as provided in Section 5.3 of this Agreement. The total number of Directors of the Company shall be a minimum of nine (9) and a maximum of nineteen (19). The Board of Directors shall initially consist of a total of seventeen (17) Directors. Initially, the seventeen (17) Directors shall be appointed pursuant to Section 5.3 of this Agreement. However, the rights of appointment shall expire on the five (5) year anniversary of the Effective Date of this Agreement, and thereafter there shall be only one class of Directors and the size of the Board of Directors shall be reduced to a total of nine (9) Directors, all of which shall be generally elected by the Members pursuant to Section 5.4 of this Agreement.

     Additionally, each Member satisfying the requirements of Section 5.3(d) shall also be entitled to appoint one Director. The right of appointment contained in Section 5.3(d) shall expire on the five (5) year anniversary of the Effective Date of this Agreement along with the other rights of appointment pursuant to Section 5.3.

     The Board of Directors shall initially be composed of the Persons set forth on Exhibit B attached hereto.

     (b) At any annual or special meeting following the expiration of the rights of appointment contained in Section 5.3 on the five (5) year anniversary of the Effective Date of this Agreement, the Members may increase or decrease the number of Directors last approved, including above or below the last approved range of minimum and maximum Directors, and may change from a variable range to a fixed number or visa versa by majority vote of the Membership Voting Interests held by the Members. Notwithstanding the foregoing, the Directors may at any time increase or decrease the number of Directors within the applicable range of minimum and maximum Directors upon majority vote of the Directors

     (c) Notwithstanding any other provision in this Agreement to the contrary, the amendment or repeal of this Section 5.2 or the adoption of any provision inconsistent herewith shall require the approval of two-thirds of the Membership Voting Interests held by the Members.

5.3 Special Right of Appointment of Certain Members.

     The four initial classes of Directors shall be the Class A Directors, the Class B Directors, the Class C Director, and Class D Directors. A Class A, Class B, Class C, or Class D Director appointed by an appointing Member under this paragraph (b) shall serve at the pleasure of the appointing Member or the other members of his or her respective class of directors, as applicable below, until a successor is appointed, or until the earlier death, resignation, or removal of such Director. Any such Director appointed by a Member may be removed for any reason by the appointing Member or the other members of his or her respective class of directors, as applicable below, upon written notice to the Directors. Any vacancy of a Class A, Class B, Class C, or Class D Director seat shall be filled according to the provisions below governing the respective class within thirty (30) days of its occurrence. The rights of appointment contained in this Section 5.3 are not transferable to any other Person.

     (a) Class A Directors. Commencing on the Effective Date of this Agreement, Amaizing Energy, L.L.C. or its designee (“Amaizing Energy”) shall be entitled to appoint thirteen (13) Directors (the “Class A Directors”). However, such right of appointment shall expire no later than the five (5) year anniversary of the Effective Date of this Agreement. Subject to the expiration of the right of appointment, a Director appointed by Amaizing Energy under this Section shall serve at the pleasure of

the other Class A directors until a successor is appointed, or until the earlier death, resignation, or removal of such Director. Any Director appointed by Amaizing Energy may be removed for any reason by the affirmative vote of seventy-five percent (75%) of the other Class A directors, upon written notice to the Directors. Any vacancy of a Class A Director seat shall be filled by the affirmative vote of seventy-five percent (75%) of the remaining Class A Directors within thirty (30) days of its occurrence. At the time the right of appointment provided under this paragraph (a) of this Section terminates, such Director seat shall thereafter be filled by a Person generally elected by the Members of the Company pursuant to Section 5.4.

     (b) Class B Directors. Commencing on the Effective Date of this Agreement, Atlantic Energy, LLC or its designee (“Atlantic Energy”) shall be entitled to appoint three (3) Directors (the “Class B Directors”); provided, however, that the Persons so appointed shall have primary residences located south of U.S. Interstate 80 in the State of Iowa. Such right of appointment by the Atlantic Energy Members shall expire no later than the five (5) year anniversary of the date of the first appointment by Atlantic Energy or its designee. Subject to the expiration of the right of appointment, a Director appointed by Atlantic Energy under this Section shall serve at the pleasure of Atlantic Energy until a successor is appointed, or until the earlier death, resignation, or removal of such Director. Any Director appointed by Atlantic Energy may be removed for any reason by Atlantic Energy, upon written notice to the Directors. Any vacancy of a Class B Director seat shall be filled by the unanimous vote of the remaining Class B Directors within thirty (30) days of its occurrence. At the time the right of appointment provided under this paragraph (a) of this Section terminates, such Director seat shall thereafter be filled by a Person generally elected by the Members of the Company pursuant to Section 5.4 and Atlantic Energy shall thereafter collectively elect Directors in the same manner as the other Members.

     (c) Class C Director. Commencing on the Effective Date of this Agreement, NEK-SEN Energy, LLC (“NEK-SEN”) shall be entitled to appoint one (1) Director (the “Class C Director”), for so long as NEK-SEN is the holder of five million (5,000,000) Units in the Company and is a separate legal entity. However, such right of appointment shall expire no later than the five (5) year anniversary of the date of the first appointment by NEK-SEN. Subject to the expiration of the right of appointment, a Director appointed by NEK-SEN under this Section shall serve at the pleasure of NEK-SEN until a successor is appointed, or until the earlier death, resignation, or removal of such Director. Any Director appointed by NEK-SEN may be removed for any reason by NEK-SEN, upon written notice to the Directors. Any vacancy of the Class C Director seat shall be filled by the board of directors of NEK-SEN Energy, LLC within thirty (30) days of its occurrence. At the time the right of appointment provided under this paragraph (a) of this Section terminates, such Director seat shall thereafter be filled by a Person generally elected by the Members of the Company pursuant to Section 5.4 and NEK-SEN shall thereafter collectively elect Directors in the same manner as the other Members.

     (d) Class D Directors. Commencing on the Effective Date of this Agreement, the first two (2) Members whose subscriptions are accepted by the Company and who hold a number of Units, all of which were purchased by such Member from the Company during the Company’s initial registered offering filed with the Securities Exchange Commission, for which the initial subscription price was fifteen million ($15,000,000) or more shall be entitled to appoint one (1) Director (each a “Class D Director” and collectively the “Class D Directors”), provided the appointing Member continues to hold the threshold number of Units. However, such right of appointment shall expire on the five (5) year anniversary of the Effective Date of this Agreement, regardless of the date on which the Class D Directors were first appointed. Units held by an Affiliate or Related Party of a Member shall not be included in the determination of whether the Member holds the requisite number of Units for purposes of this paragraph (d). Only the first two (2) Members who acquire the requisite number of Units from the Company in its initial registered offering are granted appointment rights hereunder. The “initial registered offering” shall mean the Company’s offering of registered securities filed with the Securities Exchange Commission in 2007. Accordingly, any Member who subsequently acquires the requisite number of Units, or who acquires the requisite number of Units other than by acquisition from the Company in its initial registered offering, shall not be entitled to appoint any Directors, regardless of the number of Units held by such

Member. A Director appointed by a Member under this paragraph (d) shall serve at the pleasure of the Member appointing him or her until a successor is appointed, or until the earlier death, resignation, or removal of such Director. Any Director appointed under this paragraph (d) may be removed for any reason by the Member appointing him or her, upon written notice to the Directors, which shall designate and appoint a successor Director to fill the vacancy. Any such vacancy shall be filled within thirty (30) days of its occurrence by the Member having the right of appointment. In the event that the number of Units held by a Member with a right of appointment under this paragraph (d) falls below the threshold number of Units required by this paragraph (d), or in any event, at the expiration of the five (5) year period, the term of any such Director appointed by such Member shall terminate, the seat shall dissolve, and the Member shall thereafter elect Directors in the same manner as the other Members in accordance with Section 5.4.

     (e) Notwithstanding any other provision in this Agreement to the contrary, the amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent herewith shall require the approval of two-thirds of the Membership Voting Interests held by the Members.

5.4 Election of Directors.

     (a) Election; Terms. The Directors appointed pursuant to Section 5.3 shall serve until the first meeting of the Members following the five (5) year anniversary of the Effective Date of this Agreement. . At the first annual or special meeting of the members following the expiration of such rights of appointment on the five (5) year anniversary of the Effective Date of this Agreement, the number of Directors shall be reduced to nine (9) in accordance with Section 5.2. After the expiration of the appointed terms of the Directors, the classes of Directors described in Section 5.3 shall terminate and at each annual meeting of the Members thereafter, one class of Directors shall be elected by the Members for staggered terms of three (3) years and until a successor is elected and qualified or until the earlier death, resignation, removal or disqualification of such Director. Directors shall be elected by a plurality vote of the Membership Voting Interests of the Members so that the nominees receiving the greatest number of votes relative to all other nominees are elected. Prior to the expiration of the rights of appointments granted in Section 5.3, the Directors shall conduct a lottery for the purpose of classifying each of the nine (9) Director positions to be elected at the first meeting of the Members following the expiration of the rights of appointment as a Group I, Group II or Group III Director, with such classification to serve as the basis for the staggering of terms among the elected Directors. The term of Group I Directors shall expire first (initial term of one (1) year with successors elected to three (3) year terms thereafter), followed by those of Group II Directors (initial term of two (2) years with successors elected to three (3) year terms thereafter), and then Group III Directors (initial and subsequent terms of three (3) years). If at any time the number of Directors is changed as provided in this Article V, the number of Group I, Group II and Group III Directors shall be adjusted, as necessary, so that approximately one-third (1/3) of the Directors are elected at each annual meeting of the Members.

     (b) Members Entitled to Elect Directors. Elected Directors shall be elected by the Members, voting collectively, at the annual meeting of Members when a vacancy exists; provided, however, that any Member having the right to appoint a Director in accordance with Section 5.3 shall not be entitled to vote for the election of any Director that the Members are entitled to elect, and the Units held by such Member shall not be included in determining the election of Directors pursuant to paragraph (a) of this Section.

     (c) Nominations. Prior to the annual meeting of the Members, one or more nominees for the Director positions up for election shall be named by the then current Board of Directors or by a nominating committee established by the Board of Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than sixty (60) nor more than ninety (90) days prior to the date which would be one year from the date of the past year’s annual meeting of the

Members. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled.

     The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded.

     (d) Vacancies. Any vacancy in an elected Director seat other than from expiration of a term of office may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of such Director’s predecessor in office.

     (e) Notwithstanding any other provision in this Agreement to the contrary, the amendment or repeal of this Section 5.4 or the adoption of any provision inconsistent herewith shall require the approval of two-thirds of the Membership Voting Interests held by the Members.

5.5 Director’s Fiduciary Duty. No provision in this Operating Agreement shall be construed in any manner to diminish or restrict a Director’s fiduciary duty to the Company, regardless of whether the Director was appointed by a Member.

5.6 Authority of Directors. Subject to the limitations and restrictions set forth in this Agreement and the Act, the Directors shall direct the management of the business and affairs of the Company and shall have all of the rights and powers which may be possessed by a “manager” under the Act including, without limitation, the right and power to do or perform the following and, to the extent permitted by the Act or this Agreement, the further right and power by resolution of the Directors to delegate to the Officers or such other Persons as the Directors deem appropriate, the right and power to do or perform, the following:

     (a) Conduct the business and carry on the operations of the Company, and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country, which may be necessary or convenient to effect any or all of the purposes for which the Company is organized;

     (b) Open any bank accounts or trading accounts necessary for the operation of the Company;

     (c) Acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company;

     (d) Operate, maintain, finance, improve, construct, own, operate, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company;

     (e) Execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the management, maintenance and operation of the business and affairs of the Company, including executing amendments to this Agreement and the Articles in accordance with the terms of this Agreement, both as Directors and where permitted, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Directors;

     (f) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge or other lien on any Company assets;

     (g) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the Company assets;

     (h) Prepay in whole or in part, refinance, increase, modify or extend any liabilities affecting the assets of the Company and in connection therewith, execute any extensions or renewals of encumbrances on any or all of such assets;

     (i) Care for and distribute funds to the Members by way of cash income, return of capital or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company and this Agreement;

     (j) Contract on behalf of the Company for the employment and services of employees and independent contractors, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company;

     (k) Engage in any kind of activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified;

     (l) Take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement or the Articles, as may be necessary or appropriate to accomplish the purposes of the Company;

     (m) Institute, prosecute, defend, settle, compromise and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or the Directors or Officers in connection with activities arising out of, connected with, or incidental to this Agreement, and engage counsel or others in connection therewith;

     (n) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them;

     (o) Agree with any Person as to the form and other terms and conditions of such Person’s Capital Contribution to the Company and cause the Company to issue Membership Interests and Units in consideration for such Capital Contribution; and

     (p) Indemnify Members, Directors or Officers, or former Members, Directors or Officers, and to make any other indemnification that is authorized by this Agreement in accordance with, and to the fullest extent permitted by, the Act.

5.7 Director as Agent. Notwithstanding the power and authority of the Directors to manage the business and affairs of the Company, no Director shall have authority to act as agent for the Company for the purposes of its business (including the execution of any instrument on behalf of the Company) unless the Directors have authorized the Director to take such action. The Directors may also delegate authority to manage the business and affairs of the Company (including the execution of instruments on behalf of the Company) to such Person or Persons (including to any Officers) designated by the Directors, and such Person or Persons (or Officers) shall have such titles and authority as determined by the Directors.

5.8 Restrictions on Authority of Directors.

     (a) Notwithstanding any provision in this Agreement to the contrary, the Directors shall not have authority to, and they covenant and agree that they shall not, do any of the following acts without the unanimous consent of the Members:

(i)	Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Section 1.3 of this Agreement;
(ii)	Knowingly engage in any act in contravention of this Agreement or which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;
(iii)	Possess Company Property, or assign rights in specific Company Property, for other than a Company purpose; or
(iv)	Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. Notwithstanding the foregoing, the Directors of the Company may, subject to Article X hereof, declare bankruptcy or cause the Company to proceed to Chapter 11 reorganization if deemed necessary as a result of the financial condition of the Company.

     (b) The Directors shall not have authority to, and they covenant and agree that they shall not cause the Company to, without the consent of at least a majority of the Membership Voting Interests:

(i)	Merge, consolidate, exchange or otherwise dispose of at one time, or in a series of related transactions, all or substantially all of the Property, except for a liquidating sale of the Property in connection with the dissolution of the Company; or
(ii)	Cause the Company to acquire any equity or debt securities of any Director or any of its Affiliates, or otherwise make loans to any Director or any of its Affiliates.

     The actions specified herein as requiring the consent of the Members shall be in addition to any actions by the Director that are specified in the Act as requiring the consent or approval of the Members. Unless otherwise required by this Agreement or the Act, any such required consent or approval may be given by a vote of a majority of the Membership Voting Interests.

5.9 Meetings. An annual meeting of the Directors shall be held, without other notice than this Section, immediately after, and at the same place as, the annual meeting of the Members. Meetings of the Directors shall be held at such times and places from time to time determined by the Directors. Meetings of the Directors may also be called by the Chairman and/or Chief Executive Officer and/or President and General Manager of the Company or by any two or more Directors. If the date, time, and place of the meeting of the Directors has been announced at a previous meeting, no notice shall be required. In other

cases, forty eight (48) hours written notice of meetings, stating the date, time and place thereof and any other information required by law or desired by the Person(s) calling the meeting, shall be given to each Director. Additionally, the Directors may, by resolution, prescribe the time and place for holding regular meetings and may provide that such resolution constitutes notice thereof. If the Directors do not prescribe the time and place for the holding of regular meetings, such regular meetings shall be held at the time and place specified in the notice of each such regular meeting. The Directors may designate any location as the place of any regular or special meeting. If no designation is made, the place of meeting shall be the principal office of the Company.

5.10 Notice. Except as provided in Section 5.10, notice shall be given to each Director with respect to any meeting of the Directors, stating the date, time and place of the meeting. Such notice shall be given at least forty-eight (48) hours prior thereto and shall be in writing, unless oral notice is reasonable under the circumstances. If mailed, such notice shall be deemed to be delivered on the earlier of three (3) days after deposit in the U.S. mail addressed to the Director’s address as shown on the Company’s records with postage prepaid, or upon receipt. If sent by electronic mail or facsimile such notice shall be deemed to be delivered on the eariler of three (3) days after transmission to the Director’s electronic mail address or fascimille number as shown on the Company’s records or upon receipt. Any Director may waive notice of any meeting. A waiver of notice by a Director is effective whether given before, at, or after the meeting, and whether given in writing or attendance at such meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the Director entitled to notice, and filed with the minutes relating to the action taken. A Director’s attendance at a meeting shall constitute a waiver of notice of such meeting, except where such Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened and does not participate thereafter in the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors need be specified in the notice or waiver of notice of such meeting.

5.11 Conduct of Meeting. All Directors, to the extent possible, shall personally attend all Directors meetings. However, any Director may participate in any meeting of the Directors by any means of telephonic conference or similar means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person.

5.12 Quorum. A majority of all of the Directors shall constitute a quorum for the transaction of business. If less than a quorum is represented at a meeting, the Directors represented may adjourn the meeting and reschedule it for a later date without further notice. At such adjourned and rescheduled meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of Directors to leave less than a quorum.

5.13 Voting; Manner of Acting; Informal Action. Each Director shall be entitled to one (1) vote as to any matter for which such Director is entitled to vote under this Agreement or the Act; provided, however, that any Class A, Class B, or Class D Member who is entitled to appoint more than one Class A, Class B or Class D Director may elect in writing to authorize one or more Directors appointed by such Member to exercise the total number of votes to which Directors appointed by that Member would be entitled. Such written election must be provided to the Company prior to the exercise of the election. For example, if a Member is entitled to appoint four (4) directors, such member may authorize just one (1) person to act as Director and grant that person four (4) Director votes. The Company will not accept consolidation of Director positions unless timely written notice of such consolidation is provided to the Company. For purposes of determining quorum for actions by the Directors, each additional vote allowed to be cast shall each be counted as one (1) Director present at the meeting, provided that at least one (1) Director authorized to cast those additional votes is present. Except as otherwise provided in this Agreement, the act of a majority of the Directors at a meeting at which a quorum is present shall be the

act of the Directors. Unless otherwise provided by law, any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all Directors entitled to vote with respect the subject matter thereof. A Director may give advance written consent or opposition to a proposal to be acted on at a meeting of the Directors. If the Director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purpose of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the Director has consented or objected.

5.14 Presumption of Assent. A Director present at a meeting shall be presumed to have assented to action taken, unless the dissent of such Director is entered in the minutes of the meeting or unless such Director files a written dissent to such action with the other Directors before the adjournment thereof or forwards such dissent by mail to the other Directors immediately after the adjournment thereof. Such right to dissent shall not apply to a Director who voted in favor of an action.

5.15 Compensation. The Directors shall have authority to establish reasonable compensation of all Directors for services to the Company as Directors, officers or otherwise, and to provide for reimbursement to Directors of their reasonable expenses of attending Directors’ meetings.

5.16 Committees; Authority. The Directors may create such committees including an Executive Committee, and appoint such Directors or other Member appointees to serve on them, as the Directors deem appropriate. Each committee must have two (2) or more Directors or other Member appointees, who serve at the pleasure of the Directors. The creation of a committee, and the appointment of Directors or other Member appointees to serve on it, must be approved by a majority of the Directors. The procedural requirements for Board meetings under this Article V shall also apply to committee meetings. Board committees may exercise only those aspects of the Directors’ authority which are expressly conferred by the Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the Directors; or (ix) authorize or approve the issuance or sale or contract for sale of Units or determine the designation and relative rights, preferences, and limitations of a class or series of Units.

5.17 Potential Financial Interest. No contract or transaction between the Company or one of its Directors, or between the Company and any Person, in which one of its Directors is a director or officer, or has a financial interest, shall be void or voidable solely for this reason, or solely because such Director is present at or participates in the meeting of the Board of Directors at which the contract or transaction is authorized, or solely because such Director’s vote is counted for such purpose, and such Director will not be obligated to account to the Company for any profit or benefit derived by such Director provided that the material facts as to such Director’s relationship are disclosed to the Board of Directors at the time of such vote, and the disinterested Directors authorize such contract or transaction.

5.18 Duties and Obligations of Directors. The Directors shall cause the Company to conduct its business and operations separate and apart from that of any Director or any Director’s Affiliates. The Directors shall take all actions which may be necessary or appropriate: (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Iowa and each other jurisdiction in which such existence is necessary to protect the limited liability of Members or to enable the Company to conduct the business in which it is engaged; and (ii) for the accomplishment of the Company’s purposes, including the acquisition, development, maintenance, preservation, and operation of Company Property in accordance with the provisions of this Agreement and applicable laws and regulations. Each Director shall have the duty to discharge the foregoing duties in good faith, in a manner the Director believes to be in the best interests of the Company, and with the care an ordinarily prudent

person in a like position would exercise under similar circumstances. The Directors shall be under no other fiduciary duty to the Company or the Members to conduct the affairs of the Company in a particular manner.

5.19 Officers. The Board of Directors may delegate to one or more individuals such authority and duties as the Board of Directors may deem advisable to (a) conduct the meetings of the Board of Directors and (b) carry out the day-to-day business of the Company and enter into contracts with such individuals for such purpose. The Board of Directors may assign titles to the individuals authorized to conduct meetings of the Board of Directors (including Chairman, Vice Chairman and Secretary) and titles to the individuals to conduct the day to day business of the Company (including Chief Executive Officer, President and General Manager, Vice-President, Secretary, Treasurer, CFO, and such other Officers and assistant Officers as the Directors shall determine). One person may simultaneously hold more than one office and persons delegated under this Section need not be residents of the State of Iowa or Members of the Company. The Officers’ terms shall be specified by the Directors. If no term is specified, they shall hold office until the first meeting of the Directors held after the next annual meeting of the Members. If the appointment of Officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is convenient. Each Officer shall hold office until the officer’s successor is duly appointed and qualified, until the Officer’s death, or until the Officer resigns or is removed by the Directors. The designation of a specified term does not grant to an Officer any contract rights; and unless otherwise provided in a signed contract with the Company, Officers will be “at-will employees” subject to removal by the Directors at any time, with or without cause.

     Any officer may resign at any time by giving written notice to the Chief Executive Officer or the Secretary of the Company. Unless otherwise noted in the notice, the resignation shall be effective upon receipt.

     The Officers, and their duties and responsibilities shall be as follows:

     (a) Chairman/Vice Chairman. The Directors from their own number shall select a Chairperson and a Vice Chairperson. Unless provided otherwise by a resolution adopted by the Directors, the Chairman shall preside at meetings of the Directors and the Members; shall see that all orders and resolutions of the Directors are carried into effect; may maintain records of and certify proceedings of the Directors and Members; and shall perform such other duties as may from time to time be prescribed by the Directors. The Vice Chairman shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman and shall perform such other duties as the Directors or the Chairman may from time to time prescribe.

     (b) Chief Executive Officer. The Chief Executive Officer of the Company shall have general supervision of the business, affairs and property of the Company, and over its several officers. In general, the Chief Executive Officer shall have all authority incident to the office of Chief Executive Officer and shall have such other authority and perform such other duties as may from time to time be assigned by the Board of Directors or by any duly authorized committee of directors. The Chief Executive Officer shall have the power to fix the compensation of elected officers whose compensation is not fixed by the Board of Directors or a committee thereof and also to engage, discharge, determine the duties and fix the compensation of all employees and agents of the Company necessary or proper for the transaction of the business of the Company. If the Chief Executive Officer is not also the Chairman of the Board, then the Chief Executive Officer shall report to the Chairman of the Board or the Vice Chairman, as the case may be.

     (c) President and General Manager. The President and General Manager shall have general supervision of the operations of the Company and shall have, subject to any contractual restriction, all authority incident to the office of the President and General Manager. The President and General Manager shall, subject to Directors’ control, perform such duties as the Directors may from time to time

prescribe, including without limitation, the management of the day-to-day operations of the Company. The President and General Manager shall perform all duties incident to the office of President and General Manager and such other duties as may be prescribed by this Agreement or by the Directors. The President and General Manager shall report to the Chief Executive Officer.

     (d) The Vice President(s). If one or more Vice Presidents are appointed by the Directors, the Vice President (or in the event there be more than one, the appropriate Vice President, as designated by the Directors, or in the absence of any designation, then in the order of appointment) shall perform the duties of the President in the event of the President’s absence, death, inability or refusal to act. When so acting, a Vice President shall have all of the powers, and be subject to all of the restrictions upon, the President. In addition, Vice Presidents shall perform such other duties as may be prescribed by this Agreement or by the Directors.

     (e) The Secretary. The Secretary shall: (i) keep the minutes of the Director and Member meetings and, when necessary, certify all proceedings of the Directors and Members; (ii) see that all notices are duly given in accordance with this Agreement and as required by law; (iii) serve as the custodian of the Company’s records; (iv) when requested or required, authenticate any Company records; (v) keep and maintain the Unit Holder Register and the Unit transfer books of the Company; and (vi) perform all duties incident to the office of Secretary and such other duties as may be prescribed by this Agreement or by the Directors.

     (f) The Chief Financial Officer. The Chief Financial Officer shall: (i) have charge and custody of, and be responsible for, all funds and securities of the Company; (ii) receive and give receipts for moneys due and payable to the Company, and deposit all such moneys in the name of and to the credit of the Company in such banks, trust companies or other depositories as the Directors shall designate from time to time; (iii) disburse Company funds and issue checks and drafts in the name of the Company as ordered by the Directors, (iv) keep accurate financial records for the Company; (v) account and prepare reports of all transactions and of the financial condition of the Company; and (iv) generally perform all duties incident to the office of Chief Financial Officer and such other duties as may be prescribed by this Agreement or by the Directors. The Chief Financial Officer shall report to the President and the Board of Directors.

     (g) The Treasurer: The Treasurer shall generally perform all duties incident to the office of Treasurer and such other duties as may be prescribed by this Agreement or by the Directors.

     (h) Other Assistants and Acting Officers. The Directors shall have the power to appoint any Person to act as assistant to any Officer, or to perform the duties of such Officer, whenever for any reason it is impracticable for such officer to act personally. Any such assistant or acting Officer shall have the power to perform all the duties of the office to which he or she is appointed to be an assistant, or as to which he or she is appointed to act, except as such power may be otherwise defined or restricted by the Directors. Additionally, unless prohibited by a resolution of the Directors, any Officer may delegate in writing some or all of the duties and powers of such Officer’s position to other Persons. An Officer who delegates the duties or powers of an office remains subject to the standard of conduct for such Officer with respect to the discharge of all duties and powers so delegated.

     Salaries of the Officers may be fixed from time to time by the Directors, and no Officer shall be prevented from receiving a salary due to the fact that such Officer is also a Director.

5.20 Execution of Instruments. All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Company shall be signed on behalf of the Company by: (i) the Chairman; or (ii) when authorized by resolution(s) of the Directors, the Chief Executive Officer; and/or such other Officers or Directors who may be authorized to do so by specific resolution of the Directors.

5.21 Limitation of Liability. To the maximum extent permitted under the Act and other applicable law, no Member or Director of this Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director; provided that this provision shall not eliminate or limit the liability of a Director for any of the following: (i) receipt of an improper financial benefit to which the Director is not entitled; (ii) intentional infliction of harm on the Company or the Members; (iii) liability for receipt or payment of distributions in violation of the articles of organization, this Agreement or the Act; or (iv) an intentional violation of criminal law.

5.22 Indemnification of Directors and Officers.

     (a) Right to Indemnification. To the maximum extent permitted under the Act and other applicable law, no Member, Director, or Officer of this Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member, Director or Officer. No Director or Officer of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director or Officer for any of the following: (i) receipt of an improper financial benefit to which the Director is not entitled; (ii) intentional infliction of harm on the Company or the Members; (iii) liability for receipt or payment of distributions in violation of the articles of organization, this Agreement or the Act; or (iv) an intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Director or Officer in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Director or Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director, including a derivative suit, the Company shall indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys’ fees incurred in the defense of such action. Notwithstanding the foregoing provisions, no Director shall be indemnified by the Company to the extent prohibited or limited (but only to the extent limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such Person’s official capacity against any liability asserted against and incurred by such Person in or arising from that capacity, whether or not the Company would otherwise be required to indemnify the Person against the liability.

     (b) Enforcement of Indemnification. In the event that the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.23, such Person shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the person is determined to be entitled to such indemnification or advancement of expenses, such Person shall be reimbursed by the Company for all fees and expenses (including attorneys fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

     (c) Advancement of Expenses. Expenses (including attorneys fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon

receipt of an undertaking by or on behalf of such Person to repay such amount if it ultimately be determined that such Person is not entitled to indemnification by the Company. In no event shall any advance be made in instances where the Board of Directors, the Members or independent legal counsel reasonably determine that such a person would not be entitled to indemnification hereunder.

     (d) Non-Exclusivity. The indemnification and advancement of expenses provided by this Section 5.23 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute or any agreement, Board of Directors vote, Member vote, policy of insurance, or otherwise, both as to action in official capacity and as to action in another capacity while holding the respective offices, and shall not limit in any way any right or obligation that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.23 shall continue as to a Person who has ceased to be a Director or Officer, and shall inure to the benefit of the heirs, executors and administrators of such Person.

     (e) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of Section 5.23 shall not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder shall not be changed, altered or terminated, except by the unanimous approval of the Members.

5.23 Removal of Directors. Any Director may be removed by the majority vote of the remaining Directors for cause. In the event of the removal of an appointed Director, the appointing Member, shall appoint a new Director, within ten (10) days of the removal of the appointed Director. “For Cause” shall mean the Director’s material breach of this Agreement or the Director’s conviction of, or the entering of a guilty plea or plea of no contest with respect to a felony or the equivalent thereof.

ARTICLE VI. MEMBERSHIP UNITS; MEMBERS

6.1 Membership Units. A Member’s Membership Interest in the Company shall be designated in Units. There shall be one class of Units in the Company. The Units shall have no par value and shall have identical rights, obligations and privileges, except as otherwise provided in this Agreement. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

6.2 Certificates; Surrender for Transfer. Certificates representing Units shall be in such form as shall be determined by the Directors, in their discretion. If a certificate is lost, destroyed or mutilated, a new one may be issued upon such terms and indemnity to the Company as the Directors may prescribe. No new certificate shall be issued until the former certificate for a like number of Units has been surrendered and canceled.

6.3 Members. Each Person who desires to become a Member must complete and execute a signature page to this Agreement in the form of Exhibit “C” attached hereto and such other documents as may be required by the Directors. Membership Interests and Units of the Members shall be set forth on Exhibit “A” to this Agreement, as amended from time to time.

6.4 Members’ Voting Rights. Each Member shall be entitled to one (1) vote for each Unit registered in the name of such Member (as shown in the Unit Holder Register) as to any matter for which such

Member is entitled to vote under this Agreement or the Act. Members do not have cumulative voting rights as to any matter. Except as otherwise expressly provided for in this Agreement, Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way.

6.5 Member Meetings. An annual meeting of the Members shall be held within one hundred eighty (180) days of the close of the Company’s Fiscal Year, at a time and date determined by the Directors. Special meetings of the Members, for any purpose(s) described in the meeting notice, may be called by the Directors, and shall be called by the Directors at the request of not less than thirty percent (30%) of all Members or Members holding at least 75% of the outstanding Units. A call by the Members for a special meeting shall be in writing, signed by the persons calling for the same, addressed and delivered to the Secretary, and shall state the time and purpose(s) of such meeting.

6.6 Place of Meeting. The Directors, or in the absence of action by the Directors, the Chairman, Vice-Chairman or the Chief Executive Officer, may designate any place as the place for any meeting of the Members, unless by written consents, a majority of all Members entitled to vote at the meeting designate a different place for the holding of such meeting. If no designation is made by the Directors, the Chief Executive Officer or by unanimous action of the Members, the place of meetings shall be at the principal office of the Company.

6.7 Conduct of Meetings. Subject to the discretion of the Directors, the Members may participate in any Member meeting by means of telephone conference or similar means of communication by which all participants in the meeting can hear and be heard by all other participants.

6.8 Notice. Written notice stating the place and time of any annual or special Member meeting shall be delivered, mailed (including electronic mail) or faxed not less than five (5) nor more than sixty (60) days prior to the meeting date, to each Member of record entitled to vote at such meeting as of the close of business on the day before said notice is delivered or mailed. Such notices shall be deemed to be effective upon the earlier of: (i) deposit postage-prepaid in the U.S. mail, addressed to the Member at the Member’s address as it appears on the Unit Holder Register, or such other address as may have been provided in writing to the Company by a Member; (ii) the date shown on the return receipt if sent by registered or certified mail, return receipt requested; or (iii) actual receipt.

6.9 Contents of Notice. The notice of each Member meeting shall include a description of the purpose(s) for which the meeting is called. If a purpose of any Member meeting is to consider: (i) a proposed amendment to or restatement of the Articles requiring Member approval; (ii) a proposed amendment or restatement of this Operating Agreement requiring Member approval; (iii) a plan of merger or share exchange; (iv) the sale, lease, exchange or other disposition of all, or substantially all of the Company’s Property; (v) the dissolution of the Company; or (vi) removal of a Director, then the notice must so state and must be accompanied, as applicable, by a copy or summary of the (1) amendment(s) to the Articles, (2) amendment(s) to the Operating Agreement, (3) plan of merger or share exchange, (4) documents relating to the transaction for the disposition of all the Company’s Property, and/or (5) plan and Articles of Dissolution.

6.10 Adjourned Meetings. If any Member meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time and place is announced at the meeting before adjournment; provided that, if a new record date for the adjourned meeting is or must be fixed, then notice must be given to new Members as of the new record date.

6.11 Waiver of Notice. Whenever any notice is required to be given to any Member under the Act, the Articles or this Agreement, a waiver in writing, signed by such Member whether given before, during or after the meeting shall be deemed equivalent to the giving of such notice. Furthermore, a Member’s attendance at a meeting waives any objection that the Member might otherwise raise based on lack of notice or defective notice, unless the Member: (i) objects at the outset of the meeting to the transaction of

business because the meeting is not lawfully called or convened; or (ii) in the case of an objection claiming that consideration of a particular matter is not within the purposes described in the meeting notice, objects at the time such matter is presented, and in either case, thereafter does not participate in the meeting.

6.12 Fixing of Record Date. For purposes of determining the Members entitled to notice of, or to vote at, any Member meeting or any adjournment thereof, or for purposes of determining the Members entitled to receive payment of any distribution, or in order to make a determination of the Members for any other purpose, the Directors may provide that the Unit Transfer books shall be closed for a stated period, not to exceed sixty (60) days. If the Unit Transfer books shall be closed for such purpose, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the Unit Transfer books, the Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days, and in case of a meeting of Members not less than ten (10) days, prior to the date on which the particular action requiring such determination is to be taken. If the Unit Transfer books are not closed and no record date is fixed for the determination, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring a dividend is adopted, as the case may be, shall be the record date for such determination. When a determination of Members entitled to vote at any meeting of the Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Directors fix a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

6.13 Quorum and Proxies. The presence (in person or by proxy or mail ballot) of Members representing at least a majority of the Membership Voting Interests is required for the transaction of business at a meeting of the Members. Voting by proxy or by mail ballot shall be permitted on any matter if authorized by the Directors.

6.14 Voting; Action by Members. If a quorum is present, the affirmative vote of a majority of the Membership Voting Interests represented at the meeting and entitled to vote on the matter (including units represented in person, by proxy or by mail ballot when authorized by the Directors) shall constitute the act of the Members, unless the vote of a greater or lesser proportion or numbers is otherwise required by this Agreement.

6.15 Action By Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all the Members authorized to take action on the matter and delivered to the Company for inclusion in the Company records.

6.16 Activities With the Company. Any Member or Affiliate thereof may be employed or retained by the Company and may otherwise deal with the Company and may receive from the Company compensation or other payment therefore, and neither the Company nor any of the Members, as such shall have any rights in and or to any income or profits derived therefrom.

6.17 Termination of Membership. If for any reason the membership of a Member is terminated as provided in this Agreement or the Act, the Member whose membership has terminated loses all Membership Voting Interests and shall be considered merely an unadmitted Assignee of the Membership Economic Interest owned before the termination of membership, having only the rights provided for unadmitted Assignees in Section 9.7 hereof. No Member whose membership in the Company terminates, not any transferee of such Member, shall have any right to demand or receive a return of such terminated Member’s Capital Contributions or to require the purchase or redemption of the Member’s Membership Interest. The other Members and the Company shall not have any obligation to purchase or redeem the Membership Interest of any such terminated Member or transferee of any such terminated Member.

6.18 Continuation of the Company. The Company shall not be dissolved upon the occurrence of any event that is deemed to terminate the continued membership of a Member, but rather the Company shall continue without dissolution, and its affairs shall not be required to be wound up.

6.19 Waiver of Dissenters Rights. To the fullest extent permitted by the Act, each Member hereby disclaims, waives and agrees not to assert: (i) any dissenters’ or similar rights under the Act; (ii) any right to require partition or appraisal of the Company or of any of its assets, or to cause the sale of any Company Property; or (iii) any right to maintain any action for partition or to compel any sale with respect to such Member’s Units, or with respect to any Company Property.

ARTICLE VII. ACCOUNTING, BOOKS AND RECORDS

7.1 Accounting, Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with GAAP. The books and records shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal place of business: (i) a current list of the full name and last known address of each Member and Assignee set forth in alphabetical order, together with the Capital Contributions, Capital Account and Units of each Member and Assignee; (ii) the full name and address of each Director; (iii) a copy of the Articles and any and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed; (iv) copies of the Company’s federal, state and local income tax and information returns and reports, if any, for the six (6) most recent taxable years; (v) a copy of this Agreement and any and all amendments hereto, together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments hereto have been executed; and (vi) copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years. The Company shall use the accrual method of accounting in the preparation of its financial reports and for tax purposes and shall keep its books and records accordingly.

7.2 Delivery to Members and Inspection. Any Member or such Member’s designated representative shall have reasonable access during normal business hours to the information and documents kept by the Company pursuant to Section 7.1 of this Agreement. The rights granted to a Member pursuant to this Section 7.2 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company, as such procedures and guidelines may be amended from time to time. Upon the request of any Member for purposes reasonably related to such Member’s interest as a Member, the Directors shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Section 7.1 of this Agreement. Each Member has the right, upon reasonable request for purposes reasonably related to such Member’s interest as a Member and for proper purposes, to: (i) inspect and copy during normal business hours any of the Company records described in Section 7.1 of this Agreement; and (ii) obtain from the Directors, promptly after their becoming available, copies of the Company’s federal, state and local income tax and information returns for each Fiscal Year. Each Assignee shall have the right to information regarding the Company only to the extent required by the Act.

7.3 Reports. The CFO of the Company shall be responsible for causing the preparation of financial reports of the Company and the coordination of financial matters of the Company with the Company’s accountants. The Company shall cause to be delivered to each Member the financial statements listed below, prepared, in each case (other than with respect to Member’s Capital Accounts, which shall be prepared in accordance with this Agreement) in accordance with GAAP consistently applied. Delivery of the financial statements shall occur as soon as practicable following the end of each Fiscal Year (and in any event not later than one hundred twenty (120) days after the end of such Fiscal Year), and at such time as distributions are made to the Unit Holders pursuant to Article X of this Agreement following the occurrence of a Dissolution Event. The financial statements shall consist of a balance sheet of the Company as of the end of such Fiscal Year and the related statements of operations, Unit Holders’ Capital Accounts and changes therein, and cash flows for such Fiscal Year, together with appropriate notes to

such financial statements and supporting schedules, all of which shall be audited and certified by the Company’s accountants, and in each case setting forth in comparative form the corresponding figures for the immediately preceding Fiscal Year end (in the case of the balance sheet) and the two (2) immediately preceding Fiscal Years (in the case of the statements). Public access to the financial statements through either the Company’s or the Securities and Exchange Commission’s website shall constitute delivery pursuant to this Section 7.3.

7.4 Tax Matters. The Directors shall, without any further consent of the Unit Holders being required (except as specifically required herein), make any and all elections for federal, state, local and foreign tax purposes as the Directors shall determine appropriate and shall have the right and authority to represent the Company and the Unit Holders before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Unit Holders in their capacities as Unit Holders, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Unit Holders with respect to such tax matters or otherwise affect the rights of the Company and the Unit Holders. The Directors shall designate a Person to be specifically authorized to act as the “Tax Matters Member” under the Code and in any similar capacity under state or local law; provided, however, that the Directors shall have the authority to designate, remove and replace the Tax Matters Member who shall act as the tax matters partner within the meaning of and pursuant to Regulations Sections 301.6231(a)(7)-1 and -2 or any similar provision under state or local law. Necessary tax information shall be delivered to each Unit Holder as soon as practicable after the end of each Fiscal Year, but not later than three (3) months after the end of each Fiscal Year.

ARTICLE VIII. AMENDMENTS

8.1 Amendments. Amendments to this Agreement may be proposed by the Directors or any Member. Following any such proposal, the Directors shall submit to the Members a proposed amendment (provided that counsel for the Company shall have approved of the same in writing as to form), and the Directors shall include therewith a recommendation as to the proposed amendment. The Directors shall seek the written vote of the Members on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. A proposed amendment shall be adopted and be effective as an amendment to this Agreement only if approved by the affirmative vote of two-thirds of the Membership Voting Interests (a) represented at a Member meeting at which a quorum of the Members is present, or (b) in the form of a written ballot or vote. Notwithstanding any provision of this Section 8.1 to the contrary, this Agreement shall not be amended without the consent of each Member adversely affected if such amendment would (i) modify the limited liability of a Member, or (ii) modify the special appointment rights of a Member; provided, however, that the requirement of an adversely affected Member’s consent shall not apply to any alteration resulting from a change in the number of outstanding Units or an adjustment to the Capital Accounts as provided in this Agreement.

ARTICLE IX. TRANSFERS

9.1 Restrictions on Transfers. Except as otherwise permitted by this Agreement, no Member shall Transfer all or any portion of its Units. In the event that any Member pledges or otherwise encumbers all or any part of its Units as security for the payment of a Debt, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the terms and conditions of this Article IX. In the event such pledgee or secured party becomes the Unit Holder hereunder pursuant to the exercise of such party’s rights under such pledge or hypothecation agreement, such pledgee or secured party shall be bound by all terms and conditions of this Operating Agreement and all other agreements governing the rights and obligations of Unit Holders. In such case, such pledgee or secured party, and any transferee or purchaser of the Units held by such pledgee or secured party, shall not have any Membership Voting Interest attached to such Units unless and until the Directors have approved in writing and admitted as a Member hereunder, such pledgee, secured party, transferee or purchaser of such Units. A Member will be deemed to have transferred its

Membership Interests if it sells its assets or stock, merges, or in any way alters its structure so as to have the effect of changing at least fifty-percent (50%) of the control of the member from the control as it existed at the time such entity became a Member. Each Member hereby acknowledges the reasonableness of the restrictions on Transfer of Membership Interests imposed by this Agreement in view of the Company’s purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. Any purported Transfer of an interest in the Company in violation of the terms of this Agreement shall be null and void and of no effect.

9.2 Permitted Transfers. Subject to the conditions and restrictions set forth in this Article IX, a Unit Holder may at any time Transfer all or any portion of such Unit Holder’s Units (i) to the transferor’s administrator or trustee to whom such Units are Transferred involuntarily by operation of law, (ii) without consideration to or in trust for the Member and/or the Member’s descendants or the spouse of a Member, or (iii) to any Person approved by the Directors, in writing. Any such Transfer set forth in this Section 9.2 and meeting the conditions set forth in Section 9.3 and 9.8 below is referred to herein as a “Permitted Transfer.”

9.3 Conditions Precedent to Transfers. In addition to the conditions set forth above and the conditions in Sections 9.8 and 9.9, no Transfer of Units shall be effective unless and until all of the following conditions have been satisfied:

     (a) Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of Transfer as may be necessary or appropriate in the opinion of counsel to the Company to affect such Transfer. In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the transferor and/or transferee shall pay all reasonable costs and expenses connected with the Transfer and the admission of the Transferee as a Member and incurred as a result of such Transfer, including but not limited to, legal fees and costs.

     (b) The transferor and transferee shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any Transferred Units until it has received such information.

     (c) Except in the case of a Transfer of any Units involuntarily by operation of law, either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities.

     (d) Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940.

     (e) Unless otherwise approved by the Directors and Members representing in the aggregate a 75% majority of the Membership Voting Interests, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by the Directors, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections

168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be): (i) immediately Transfer only that portion of its Units as may, in the opinion of such counsel, be Transferred without causing such a termination; and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being Transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s).

     (f) No notice or request initiating the procedures contemplated by this Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred.

     (g) No Person shall Transfer any Unit if, in the determination of the Directors, such Transfer would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.

     The Directors shall have the authority to waive any legal opinion or other condition required in this Section 9.3 other than the Member approval requirement set forth in Section 9.3(e).

9.4 Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

9.5 No Dissolution or Termination. The Transfer of Units pursuant to the terms of this Article IX shall not dissolve or terminate the Company. No Member shall have the right to have the Company dissolved or to have such Member’s Capital Contribution returned except as provided in this Agreement.

9.6 Prohibition of Assignment. Notwithstanding the foregoing provisions of this Article IX, no Transfer of Units may be made if the Units sought to be sold, exchanged or Transferred, when added to the total of all other Units sold, exchanged or Transferred within the period of twelve (12) consecutive months prior thereto, would result in the termination of the Company under Section 708 of the Code. In the event of a Transfer of any Units, the Members will determine, in their sole discretion, whether or not the Company will elect pursuant to Section 754 of the Code (or corresponding provisions of future law) to adjust the basis of the assets of the Company.

9.7 Rights of Unadmitted Assignees. A Person who acquires Units but who is not admitted as a substitute Member pursuant to Section 9.8 of this Agreement shall be entitled only to the Membership Economic Interests with respect to such Units in accordance with this Agreement, and shall not be entitled to the Membership Voting Interests with respect to such Units. In addition, such Person shall have no right to any information or accounting of the affairs of the Company except as required by the Act, shall not be entitled to inspect the books or records of the Company, and shall not have any of the other rights of a Member under the Act or this Agreement.

9.8 Admission of Substitute Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions:

          (a) The transferee shall, by written instrument in form and substance reasonably satisfactory to the Directors, accept and agree to be bound by all of the terms and provisions of this Agreement, and assume the obligations of the transferor Member hereunder with respect to the Transferred Units.

          (b) The transferee shall pay for or reimburse the Company for all reasonable legal, filing and publication costs incurred in connection with the admission of the transferee as a Member; and

          (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee shall deliver to the Company evidence of his/her/its authority to become a Member and to be bound by all the terms and conditions of this Agreement.

          (d) The transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate in connection with such Transfer.

9.9 Representations Regarding Transfers. Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that: (i) it is not currently making a market in Units and will not in the future make a market in Units; (ii) it will not Transfer its Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the IRS or the Treasury Department that may be promulgated or published thereunder); and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Units (commonly referred to as “matching services”) as being a secondary market or the substantial equivalent thereof, no Member will Transfer any Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Units to any Person unless such Person first agrees to be bound by this Article IX.

     Each Member hereby represents and warrants to the Company and the Members that such Member’s acquisition of Units hereunder is made as principal for such Member’s own account and not for resale or distribution of such Units. Each Member further hereby agrees that the following legend, as the same may be amended by the Directors in their sole discretion, may be placed upon any counterpart of this Agreement, the Articles, or any other document or instrument evidencing ownership of Units:

THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY,

AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.

9.10 Distributions And Allocations In Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Directors. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Directors may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10, whether or not the Directors or the Company has knowledge of any Transfer of any Units.

9.11 Additional Members. Additional Members may be admitted from time to time upon the approval of the Directors, and in accordance with such terms and conditions, as the Directors may determine. All Members acknowledge that the admission of additional Members may result in a dilution of a Member’s Membership Interest. Prior to admission as a Member, a prospective Member shall agree in writing to be bound by this Agreement shall and execute and deliver to the Company an Addendum to this Agreement in the form of Exhibit “C” attached hereto. Upon the execution of such Addendum, such additional Member shall be deemed to be a party to this Agreement as if such additional Member had executed this Agreement on the original date hereof, and shall be bound by all of the provisions set forth herein. Upon the admission of a Member the Directors shall cause the Unit Holder Register and Exhibit A to be appropriately amended. Such amendments shall not be considered amendments pursuant to Section 8.1 of this Agreement and will not require Member action for purposes of Section 8.1.

ARTICLE X. DISSOLUTION AND WINDING UP

10.1 Dissolution. The Company shall dissolve and shall commence winding up and liquidating upon the first to occur of any of the following (each a “Dissolution Event”): (i) the affirmative vote of a majority of the Membership Voting Interests to dissolve, wind up and liquidate the Company; or (ii) the entry of a decree of judicial dissolution pursuant to the Act. The Members hereby agree that,

notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Dissolution Event.

10.2 Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

10.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article X to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in such Member’s Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Article X may be: (i) distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company, in which case the assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement; or (b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.

10.4 Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article X, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up.

10.5 Rights of Unit Holders. Except as otherwise provided in this Agreement, each Unit Holder shall look solely to the Property of the Company for the return of such Unit Holder’s Capital Contribution and

shall have no right or power to demand or receive Property other than cash from the Company. If the assets of the Company remaining after payment or discharge of the debts or liabilities of the Company are insufficient to return such Capital Contribution, the Unit Holders shall have no recourse against the Company or any other Unit Holder or Directors.

10.6 Allocations During Period of Liquidation. During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Article III of this Agreement.

10.7 Character of Liquidating Distributions. All payments made in liquidation of the interest of a Unit Holder shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

10.8 The Liquidator. The “Liquidator” shall mean a Person appointed by the Directors to oversee the liquidation of the Company. Upon the consent of a majority of the Membership Voting Interests, the Liquidator may be the Directors. The Company is authorized to pay a reasonable fee to the Liquidator for its services performed pursuant to this Article X and to reimburse the Liquidator for its reasonable costs and expenses incurred in performing those services. The Company shall indemnify, save harmless, and pay all judgments and claims against such Liquidator and any officers, directors, agents and employees of the Liquidator relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Liquidator, or any officers, directors, agents or employees of the Liquidator in connection with the liquidation of the Company, including reasonable attorneys’ fees incurred in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, except to the extent such liability or damage is caused by fraud, intentional misconduct, or a knowing violation of the laws which was material to the cause of action.

10.9 Forms of Liquidating Distributions. For purposes of making distributions required by Section 10.2 of this Agreement, the Liquidator may determine whether to distribute all or any portion of the Property in-kind or to sell all or any portion of the Property and distribute the proceeds therefrom; provided, however, no Member shall be required to accept more than its, his, or her pro rata share of any Property in-kind.

ARTICLE XI. MISCELLANEOUS

11.1 Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been delivered, given, and received for all purposes (i) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (ii) when the same is actually received, if sent by regular or certified mail, postage prepaid, or by electronic mail or facsimile, if such electronic mail or facsimile is followed by a hard copy of the electronic mail or facsimile communication sent promptly thereafter by regular or certified mail, postage prepaid, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Company: (a) If to the Company, to the address determined pursuant to Section 1.4 of this Agreement; (b) If to the Directors, to the address set forth on record with the Company; (c) If to a Unit Holder, either to the address set forth in the Unit Holder Register or to such other address that has been provided in writing to the Company.

11.2 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon, and shall inure to the benefit of, the Company and the Members, and their respective heirs, representatives, successors, transferees, and assigns.

11.3 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against the Company or any Member.

11.4 Headings. Article, Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

11.5 Severability. Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. The preceding sentence of this Section 11.5 shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any Member to lose the material benefit of its economic bargain.

11.6 Incorporation By Reference. Every recital, exhibit, schedule and appendix attached to this Agreement and referred to herein is hereby incorporated into this Agreement by reference unless this Agreement expressly provides otherwise.

11.7 Variation of Terms. All terms and variations thereof used in this Agreement shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the context may require.

11.8 Governing Law. The laws of the State of Iowa shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties arising hereunder.

11.9 Waiver of Jury Trial. Each of the Members irrevocably waives, to the fullest extent permitted by law, all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or the business and affairs of the Company.

11.10 Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

11.11 Specific Performance. Each Member acknowledges and agrees that the Company and the other Members would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms, and that monetary damages would not provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other remedy to which the Company and the non-breaching Members may be entitled hereunder, at law or in equity, the Company and the non-breaching Members shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and to specifically enforce the terms and provisions of this Agreement.

11.12 No Third Party Rights. None of the provisions contained in this Agreement shall be deemed to be for the benefit of or enforceable by any third parties, including without limitation, any creditors of any Member or the Company.

11.13 Entire Agreement. This Agreement constitutes the entire agreement among the Members as to the subject matter hereof and supersedes all prior or contemporaneous meanings.

     IN WITNESS WHEREOF, the Members have adopted this Operating Agreement of the Company as of January 23, 2007.

EXHIBIT “A”

Membership List

Name and Units of Members

Name of Member	Units Held
Amaizing Energy Cooperative		60,789,140
Fagen Energy, Inc.		5,135,337
Energy Partners, LLC		21,535,285
Capitaline Renewable Energy, LP		9,939,362
ICM, Inc		4,969,681
NEK-SEN Energy, LLC		5,000,000
Atlantic Energy, LLC		500,000

EXHIBIT “B”

Appointment Rights

	Number of
Name of Member	Appointed Directors
Amaizing Energy, L.L.C.		13
Atlantic Energy, LLC		3
NEK-SEN Energy, LLC		1

Board of Directors

1.	Becky Constant
2.	Craig Brodersen
3.	Nick Cleveland
4.	Sam Cogdill
5.	Eugene Gochenour
6.	Bill Hammitt
7.	Steve Myers
8.	Bill Preston
9.	Dave Reinhart
10.	Dave Reisz
11.	Tom Smith
12.	David Stevens
13.	Dave VanderGriend
14.	Garry Pellett
15.	Chuck Edwards
16.	Don Sonntag
17.	Mark Edelman
18.	$15 Million Investor Appointee
19.	$15 Million Investor Appointee

EXHIBIT “C”

MEMBER SIGNATURE PAGE

ADDENDUM TO THE
OPERATING AGREEMENT OF
AMAIZING ENERGY HOLDING COMPANY, LLC

     The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned, as a condition to becoming a Member in Amaizing Energy Holding Company, LLC, has received a copy of the Operating Agreement dated effective January 23, 2007, and, if applicable, all amendments and modifications thereto; (ii) the undersigned, along with the other parties to the Operating Agreement, shall be subject to and comply with all terms and conditions of such Operating Agreement in all respects, as if the undersigned had executed said Operating Agreement on the original date thereof; and (iii) the undersigned is and shall be bound by all of the provisions of said Operating Agreement from and after the date of execution of this Addendum.

Individuals:	Entities:
	Amaizing Energy Cooperative
Name of Individual Member (Please Print)	Name of Entity (Please Print)
	Samuel J. Cogdill, President
Signature of Individual	Print Name and Title of Officer
	/s/ Sam J. Cogdill 1/23/07
Name of Joint Individual Member (Please Print)	Signature of Officer
Signature of Joint Individual Member

Agreed to and Accepted on Behalf of the Company and its Members:
AMAIZING ENERGY HOLDING COMPANY, LLC
By:
	Its:

EXHIBIT “C”

MEMBER SIGNATURE PAGE

ADDENDUM TO THE
OPERATING AGREEMENT OF
AMAIZING ENERGY HOLDING COMPANY, LLC

     The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned, as a condition to becoming a Member in Amaizing Energy Holding Company, LLC, has received a copy of the Operating Agreement dated effective January 23, 2007, and, if applicable, all amendments and modifications thereto; (ii) the undersigned, along with the other parties to the Operating Agreement, shall be subject to and comply with all terms and conditions of such Operating Agreement in all respects, as if the undersigned had executed said Operating Agreement on the original date thereof; and (iii) the undersigned is and shall be bound by all of the provisions of said Operating Agreement from and after the date of execution of this Addendum.

Individuals:	Entities:
	Fagen Energy, Inc.
Name of Individual Member (Please Print)	Name of Entity (Please Print)
	David M. Reinhart Board Rep.
	By David M. Reinhart
Signature of Individual	Print Name and Title of Officer
	/s/ David M. Reinhart
Name of Joint Individual Member (Please Print)	Signature of Officer
Signature of Joint Individual Member

Agreed to and Accepted on Behalf of the Company and its Members:
AMAIZING ENERGY HOLDING COMPANY, LLC
By:
	Its:

EXHIBIT “C”

MEMBER SIGNATURE PAGE

ADDENDUM TO THE
OPERATING AGREEMENT OF
AMAIZING ENERGY HOLDING COMPANY, LLC

     The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned, as a condition to becoming a Member in Amaizing Energy Holding Company, LLC, has received a copy of the Operating Agreement dated effective January 23, 2007, and, if applicable, all amendments and modifications thereto; (ii) the undersigned, along with the other parties to the Operating Agreement, shall be subject to and comply with all terms and conditions of such Operating Agreement in all respects, as if the undersigned had executed said Operating Agreement on the original date thereof; and (iii) the undersigned is and shall be bound by all of the provisions of said Operating Agreement from and after the date of execution of this Addendum.

Individuals:	Entities:
	Capitaline Renewable Energy
Name of Individual Member (Please Print)	Name of Entity (Please Print)
	Steve Myers President
Signature of Individual	Print Name and Title of Officer
	/s/ Steve Myers
Name of Joint Individual Member (Please Print)	Signature of Officer
Signature of Joint Individual Member

Agreed to and Accepted on Behalf of the Company and its Members:
AMAIZING ENERGY HOLDING COMPANY, LLC
By:
	Its:

EXHIBIT “C”

MEMBER SIGNATURE PAGE

ADDENDUM TO THE
OPERATING AGREEMENT OF
AMAIZING ENERGY HOLDING COMPANY, LLC

     The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned, as a condition to becoming a Member in Amaizing Energy Holding Company, LLC, has received a copy of the Operating Agreement dated effective January 23, 2007, and, if applicable, all amendments and modifications thereto; (ii) the undersigned, along with the other parties to the Operating Agreement, shall be subject to and comply with all terms and conditions of such Operating Agreement in all respects, as if the undersigned had executed said Operating Agreement on the original date thereof; and (iii) the undersigned is and shall be bound by all of the provisions of said Operating Agreement from and after the date of execution of this Addendum.

Individuals:	Entities:
	Energy Partners, LLC
Name of Individual Member (Please Print)	Name of Entity (Please Print)
	Thomas C. Smith Manager
Signature of Individual	Print Name and Title of Officer
	/s/ Thomas C. Smith
Name of Joint Individual Member (Please Print)	Signature of Officer
Signature of Joint Individual Member

Agreed to and Accepted on Behalf of the Company and its Members:
AMAIZING ENERGY HOLDING COMPANY, LLC
By:
	Its:

EXHIBIT “C”

MEMBER SIGNATURE PAGE

ADDENDUM TO THE
OPERATING AGREEMENT OF
AMAIZING ENERGY HOLDING COMPANY, LLC

     The undersigned does hereby warrant, represent, covenant and agree that: (i) the undersigned, as a condition to becoming a Member in Amaizing Energy Holding Company, LLC, has received a copy of the Operating Agreement dated effective January 23, 2007, and, if applicable, all amendments and modifications thereto; (ii) the undersigned, along with the other parties to the Operating Agreement, shall be subject to and comply with all terms and conditions of such Operating Agreement in all respects, as if the undersigned had executed said Operating Agreement on the original date thereof; and (iii) the undersigned is and shall be bound by all of the provisions of said Operating Agreement from and after the date of execution of this Addendum.

Individuals:	Entities:
	NEK-SEN Energy, LLC
Name of Individual Member (Please Print)	Name of Entity (Please Print)
	Mark A. Edelman, Appointed Director
Signature of Individual	Print Name and Title of Officer
	/s/ Mark A. Edelman
Name of Joint Individual Member (Please Print)	Signature of Officer
Signature of Joint Individual Member

Agreed to and Accepted on Behalf of the Company and its Members:
AMAIZING ENERGY HOLDING COMPANY, LLC
By:
	Its:

EX-4.1

Exhibit 4.1

CERTIFICATE OF MEMBERSHIP UNITS

Number Membership
Units

AMAIZING ENERGY HOLDING COMPANY, LLC

A Limited Liability Company Organized Under the Laws of the State of Iowa

      THIS CERTIFIES THAT                                                                  is/are the owner(s) of                                                                  UNITS (                      ) of the Membership Units of AMAIZING ENERGY HOLDING COMPANY, LLC., an Iowa limited liability company. Changes in the actual Membership Units held by the Members are reflected in the Certificate of Registration of the Company.

The Membership Units represented by this Certificate may not be transferred or assigned except in compliance with the Operating Agreement of the Company, a copy of which is available at the principal office of the Company.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly authorized President and Secretary as of this                       day of                                           , 20                     .

Sam J. Cogdill, President Nick Cleveland, Secretary

      FOR VALUE RECEIVED,                       hereby sell, assign, and transfer unto                                                                                       Units represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                                                       Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.

     Dated                                         ,                     .

In Presence of

THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.

EX-4.2

Exhibit 4.2

AMAIZING ENERGY HOLDING COMPANY, LLC

SUBSCRIPTION AGREEMENT

Limited Liability Company Membership Units

$__per Unit

Minimum Investment of ___Units ($25,000)
Increments of ___Units Thereafter ($5,000)

The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become a member of Amaizing Energy Holding Company, LLC, an Iowa limited liability company, with its principal place of business at 2404 West Highway 30, Denison, Iowa (the “Company”), hereby subscribes for the purchase of membership units (“Units”) of the Company, and agrees to pay the related purchase price, identified below.

A. SUBSCRIBER INFORMATION. Please print your individual or entity name and address. Joint subscribers should provide their respective names. Your name and address will be recorded exactly as printed below.

1.	Subscriber’s Printed Name
2.	Title, if applicable:
3.	Subscriber’s Address:
	Street
	City, State, Zip Code
4.	Telephone:
5.	E-mail Address:

B. NUMBER OF UNITS PURCHASED. You must purchase at least                      Units. The minimum number of units to be sold is                      and the maximum number of units to be sold in the offering is                     . Please indicate the number of Units you are purchasing in the following box:

C. PURCHASE PRICE. Indicate the dollar amount of your investment (minimum investment is $25,000).

1. Total Purchase Price	=	2. 1st Installment	+	3. 2 nd Installment
($___Per Unit multiplied by		(10% of the Total Purchase		(90% of the Total Purchase
the number in box B above.)		Price)		Price)
	=		+

D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:

You should read the Prospectus dated [Date of Effectiveness] (the “Prospectus”) in its entirety, including exhibits, for a complete explanation of an investment in the Company. To subscribe, you must:

INSTRUCTIONS IF YOU ARE SUBSCRIBING PRIOR TO THE COMPANY’S RELEASE OF FUNDS FROM ESCROW: If you are subscribing prior to the Company’s release of funds from escrow, you must follow Steps 1 through 5 below:

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     1. Complete all information required in this Subscription Agreement, and date and sign the Subscription Agreement on page 6 and the Member Signature Page to the Company’s Operating Agreement attached to this Subscription Agreement as EXHIBIT “A.”

     2. Provide your personal (or business) check for the first installment of ten percent (10%) of your investment amount made payable to “                    , escrow agent for Amaizing Energy Holding Company, LLC.” You will determine this amount in box C.2 on page 1 of this Subscription Agreement.

     3. Execute the Promissory Note and Security Agreement on page 7 of this Subscription Agreement, evidencing your obligation to pay the remaining ninety percent (90%) due for the Units and granting the Company a security interest in your Units.

     4. Deliver each of the original executed documents referenced in numbered paragraphs 1 and 3 of these instructions, together with your personal or business check referenced in numbered paragraph 2 of these instructions to either of the following:

Amaizing Energy Holding Company, LLC
Attention:   Al Jentz                                                                           Attention:
2404 West Highway 30
Denison, IA 51442                              OR

     5. Within thirty (30) days of your receipt of written notice from the Company stating that its sales of Units have exceeded the minimum offering amount of $40,000,000, you must deliver to the Company at either of the addresses referenced in numbered paragraph 4 of these instructions an additional personal (or business) check for the remaining ninety percent (90%) of your investment amount made payable to “                    , escrow agent for Amaizing Energy Holding Company, LLC,” in satisfaction of your deferred payment obligations under the Promissory Note and Security Agreement. You will determine this amount in box C.3 on page 1 of this Subscription Agreement. If you fail to pay the second installment pursuant to the Promissory Note and Security Agreement, the Company shall be entitled to retain your first installment and to seek other damages, as provided in the Promissory Note and Security Agreement.

     If you are subscribing prior to release of funds from escrow, your funds will be placed in the Company’s escrow account at                     . The funds will be released to the Company or returned to you in accordance with the escrow arrangements described in the Prospectus. The Company may, in its sole discretion, reject or accept any part or all of your subscription. If the Company rejects your subscription, your Subscription Agreement and investment will be promptly returned to you, plus nominal interest, minus escrow fees. It is likely that the Company may not consider the acceptance or rejection of your subscription until a future date near the end of this offering.

INSTRUCTIONS IF YOU ARE SUBSCRIBING AFTER THE COMPANY’S RELEASE OF FUNDS FROM ESCROW: If you are subscribing after the Company’s release of funds from escrow, you must follow Steps 1 through 3 below:

     1. Complete all information required in this Subscription Agreement, and date and sign the Subscription Agreement on page 6 and the Member Signature Page to our Operating Agreement attached to this Subscription Agreement as EXHIBIT “A.”

     2. Provide your personal (or business) check for the entire amount of your investment (as determined in Box C.1 on page 1) made payable to “Amaizing Energy Holding Company, LLC.”

     3. Deliver the original executed documents referenced in numbered paragraph 1 of these instructions, together with your personal or business check described in numbered paragraph 2 of these instructions to the following:

Amaizing Energy Holding Company, LLC
Attention: Al Jentz

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2404 West Highway 30
Denison, IA 51442

     If you are subscribing after the Company has released funds from escrow and the Company accepts your investment, your funds will be immediately at-risk as described in the Prospectus. The Company may, in its sole discretion, reject or accept any part or all of your subscription. If the Company rejects your subscription, your Subscription Agreement and investment will be returned to you promptly, plus nominal interest, minus escrow fees. It is likely that the Company may not consider the acceptance or rejection of your subscription until a future date near the end of this offering.

You may direct your questions to one of our directors listed below or to the Company at 712-263-2676.

Name	Position	Phone number
Sam Cogdill	Chairman & CEO	712-269-2234
Al Jentz	President and General Manager	712-263-2676
Becky Constant	Vice President & Director	712-566-2579
Bill Hammitt	Treasurer & Director	712-743-2974
Nick Cleveland	Secretary & Director	712-647-2631
Craig Brodersen	Director	712-678-3723
Dr. Mark A. Edelman	Director	515-298-1871
Chuck Edwards	Director	712-243-2244
Eugene Gochenour	Director	712-648-2562
Steve Myers	Director	605-696-3100
Garry Pellet	Director	712-243-3582
Bill Preston	Director	402-330-2274
Dave Reinhart	Director	515-523-1772
David Reisz	Director	712-263-2783
Tom Smith	Director	402-437-1026
Don Sonntag	Director	712-249-1906
Dave Stevens	Director	712-647-2727
Dave VanderGriend	Director	316-977-6543

E. Additional Subscriber Information. The Subscriber certifies the following under penalties of perjury:

1.	Form of Ownership. Check the appropriate box (one only) to indicate form of ownership. If the Subscriber is a Custodian, Corporation, Partnership or Trust, please provide the additional information requested.
	o	Individual
	o	Joint Tenants with Right of Survivorship (Both signatures must appear on Page 6.)
	o	Corporation, Limited Liability Company or Partnership (Corporate Resolutions, Operating Agreement or Partnership Agreement must be enclosed.)
	o	Trust
		Trustee’s Name:
		Trust Date:
	o	Other: Provide detailed information in the space immediately below.
2.	Subscriber’s Taxpayer Information. Check the appropriate box if you are a non-resident alien, a U.S. citizen residing outside the United States, or are subject to backup withholding. Trusts should provide their taxpayer identification number. Custodians should provide the minor’s Social Security Number. All individual subscribers should provide their Social Security Number. Other entities should provide their taxpayer identification number.
	o	Check box if you are a non-resident alien

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	o Check box if you are a U.S. citizen residing outside of the United States
	o Check this box if you are subject to backup withholding
	Subscriber’s Social Security No.
	Joint Subscriber’s Social Security No.
	Taxpayer Identification No.
3.	Member Report Address. If you would like duplicate copies of member reports sent to an address that is different than the address identified in Section A above, please complete this section.
	Address:
4.	State of Residence.
	State of Principal Residence:
	State where driver’s license is issued:
	State where resident income taxes are filed:
	State(s) in which you have maintained your principal residence during the past three years:
	a	b.	c.
5.	Suitability Standards. You cannot invest in the Company unless you meet one of the following suitability tests (a or b or the heightened standards for Iowa and Kansas investors set forth in c and d) set forth below. Please review the suitability tests and check the box next to the following suitability test that you meet. For husbands and wives purchasing jointly, the tests below will be applied on a joint basis.
a. o	I (We) have annual income from whatever source of at least $45,000 and a net worth of at least $45,000, exclusive of home, furnishings and automobiles; or
b. o	I (We) have a net worth of at least $150,000, exclusive of home, furnishings and automobiles.
c. o	I (We) reside in Iowa and I (We) have a net worth of $60,000 (exclusive of home, auto and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $150,000 (exclusive of home, auto and furnishings); or
d. o	I (We) reside in Kansas and I (We) have a net worth of $60,000 (exclusive of home, auto and furnishings) and annual income of $60,000 or, in the alternative, a net worth of $225,000 (exclusive of home, auto and furnishings).
Please complete the following request for additional information:

I.	Employment Information
	A.	Name and Address of Employer:
	B.	Nature of Employer’s Business:
	C.	Dates of Employment:
	D.	Current Position or Title and Responsibilities:
	E.	Age:

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II. Educational Background

SCHOOL MAJOR DEGREE(S) YRS. ATTENDED

III. Do you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of an investment in the Company?

o Yes o No

IV. Do you understand the nature of an investment in the Company and the risks associated with such an investment?

o Yes o No

V. Do you understand that there is no guarantee of any financial return on this investment and that you run the risk of losing your entire investment?

o Yes o No

VI. This investment provides limited liquidity since the Units are not freely transferable and the Members have limited rights to withdraw capital from or to withdraw as Members of the Company, is this an acceptable limitation on your ownership of Units?

o Yes o No

VII. Do you have adequate means of providing for your current needs and personal contingencies in view of the fact that this investment provides limited liquidity?

o Yes o No

VIII. If the investor is not a natural person:

A. Was the investing entity formed for the purpose of investing in the Company?

o Yes o No

B. Did the shareholders, partners, members, or grantors of the investing entity, as the case may be, contribute additional capital to such entity for the purpose of purchasing Units?

o Yes o No

C. Does the undersigned’s investment in the Company, together with its interests in all other corporations, partnerships, trusts or associations represent more than ten percent of the undersigned’s total assets?

o Yes o No

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IX. Have you ever invested in securities?

o Yes o No

X. Have you ever invested in investment partnerships, venture capital funds, or other non-marketable or restricted securities?

o Yes o No

XI. Indicate the frequency of your investments in non-marketable securities:

o Often o Occasional o Seldom

Financial Information

Net worth (exclusive of home, home furnishings and automobiles):	Cash and cash equivalents and liquid securities (includes stocks, bonds, government obligations, etc., at fair market value):
o Under $50,000
o $50,000 - $250,000	o Under $50,000
o $250,000 - $500,000	o $50,000 - $74,999
o $500,000 - $1,000,000	o $75,000 - $99,999
o Over $1,000,000	o Over $100,000
Investments in closely-held	Equity in all real estate, net of mortgages:
companies, personal business and/or real estate:
o Under $25,000	o Under $50,000
o $25,000 - $49,999	o $50,000 - $74,999
o $50,000 - $74,999	o $75,000 - $99,999
o Over $75,000	o Over $100,000
Other investments:	Annual gross income:
o Under $25,000	2003
o $25,000 - $49,999	o Under $100,000
o $50,000 - $74,999	o Over $100,000
o Over $75,000
	2004
	o Under $100,000
	o Over $100,000
	2005
	o Under $100,000
	o Over $100,000

6.	Subscriber’s Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement.
	By signing below the Subscriber represents and warrants to the Company that he, she or it:

a.	has received a copy of the Company’s Prospectus dated [effective date] and all exhibits thereto;
b.	has been informed that the Units of the Company are offered and sold in reliance upon: (i) a federal securities registration; and (ii) Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) securities registrations;

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c.	understands that the Units subscribed for pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability;
d.	has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states), and that the Company is relying in part upon the representations of the undersigned Subscriber contained herein;
e.	has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f.	intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity;
g.	understands that: (i) there is no present market for the Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system; (iii) no such market is expected to develop in the future; and (iv) there are significant restrictions on the transferability of the Units;
h.	has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i.	has received a copy of the Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the Company, the Subscriber and the Units will be bound by the provisions of the Operating Agreement, including, among others, provisions restricting the transfer of Units;
j.	understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the restrictions contained in the Company’s Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber shall sell or distribute them only in strict accordance with the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k.	meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l.	understands that the Company will place a restrictive legend on any certificate representing Units, containing substantially the following language as the same may be amended by the Company’s Directors in their sole discretion:

THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING

7

AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.

m.	understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n.	has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o.	believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p.	may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q.	has written his/her/its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement;
r.	is not subject to back up withholding, either because the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked);
s.	understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and
t.	acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units.

8

Signature of Subscriber/ Joint Subscriber:
Date:
Individuals:	Entities:
Name of Individual Subscriber (Please Print)	Name of Entity (Please Print)
Signature of Individual	Print Name and Title of Officer
Name of Joint Individual Subscriber (Please Print)	Signature of Officer
Signature of Joint Individual Subscriber

ACCEPTANCE OF SUBSCRIPTION BY AMAIZING ENERGY HOLDING COMPANY, LLC:

Amaizing Energy Holding Company, LLC hereby accepts the subscription for the above Units.

Dated this                      day of                                         , 200___.

AMAIZING ENERGY HOLDING COMPANY, LLC

By:

Its:

9

PROMISSORY NOTE AND SECURITY AGREEMENT

Date of Subscription Agreement:                                         , 200___.

$                     per Unit

Minimum Investment of                      Units ($25,000),                      Unit Increments Thereafter ($5,000)

                     Number of Units subscribed
                     Total Purchase Price ($  per Unit multiplied by number of Units subscribed)
(                    ) Less Initial Payment (10% of Principal Amount)
                     Principal Balance

FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of Amaizing Energy Holding, LLC, an Iowa limited liability company (“Amaizing Energy Holding Company”), at its principal office located at 2404 West Highway 30, Denison, IA 51442, or at such other place as required by Amaizing Energy Holding Company, the Principal Balance set forth above in one lump sum to be paid without interest within 30 days following the call of the Amaizing Energy Holding Company Board of Directors, as described in the Subscription Agreement. In the event the undersigned fails to timely make any payment owed, the entire balance of any amounts due under this full recourse Promissory Note and Security Agreement shall be immediately due and payable in full with interest at the rate of 12% per annum from the due date and any amounts previously paid in relation to the obligation evidenced by this Promissory Note and Security Agreement may be forfeited at the discretion of Amaizing Energy Holding Company.

The undersigned agrees to pay to Amaizing Energy Holding Company on demand, all costs and expenses incurred to collect any indebtedness evidenced by this Promissory Note and Security Agreement, including, without limitation, reasonable attorneys’ fees. This Promissory Note and Security Agreement may not be modified orally and shall in all respects be governed by, construed, and enforced in accordance with the laws of the State of Iowa.

The provisions of this Promissory Note and Security Agreement shall inure to the benefit of Amaizing Energy Holding Company and its successors and assigns, which expressly reserves the right to pursue the undersigned for payment of the amount due thereon by any legal means in the event that the undersigned defaults on obligations provided in this Promissory Note and Security Agreement.

The undersigned waives presentment, demand for payment, notice of dishonor, notice of protest, and all other notices or demands in connection with the delivery, acceptance, performance or default of this Promissory Note and Security Agreement.

The undersigned grants to Amaizing Energy Holding Company, and its successors and assigns (“Secured Party”), a purchase money security interest in all of the undersigned’s Membership Units of Amaizing Energy Holding Company now owned or hereafter acquired. This security interest is granted as non-exclusive collateral to secure payment and performance on the obligation owed Secured Party from the undersigned evidenced by this Promissory Note and Security Agreement. The undersigned further authorizes Secured Party to retain possession of certificates representing such Membership Units and to take any other actions necessary to perfect the security interest granted herein.

Dated:          , 200 . OBLIGOR/DEBTOR:		JOINT OBLIGOR/DEBTOR:
Printed or Typed Name of Obligor		Printed or Typed Name of Joint Obligor
By:		By:
	(Signature)		(Signature)
Officer Title if Obligor is an Entity
Address of Obligor

10

EXHIBIT “A”

MEMBER SIGNATURE PAGE

ADDENDA
TO THE
OPERATING AGREEMENT
OF
AMAIZING ENERGY HOLDING COMPANY, LLC

     The undersigned does hereby represent and warrant that the undersigned, as a condition to becoming a Member in Amaizing Energy Holding Company, LLC, has received a copy of the Operating Agreement, and, if applicable, all amendments and modifications thereto, and does hereby agree that the undersigned, along with the other parties to the Operating Agreement, shall be subject to and comply with all terms and conditions of said Operating Agreement in all respects as if the undersigned had executed said Operating Agreement on the original date thereof and that the undersigned is and shall be bound by all of the provisions of said Operating Agreement from and after the date of execution hereof.

Individuals:	Entities:
Name of Individual Member (Please Print)	Name of Entity (Please Print)
Signature of Individual	Print Name and Title of Officer
Name of Joint Individual Member (Please Print)	Signature of Officer
Signature of Joint Individual Member

Agreed and accepted on behalf of the
Company and its Members:

AMAIZING ENERGY HOLDING COMPANY, LLC

By:

Its:

EX-4.3

EXHIBIT 4.3

ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this “Agreement”) is made this ___ day of                     , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and                     ,                                         , as escrow agent (the “Escrow Agent”).

W I T N E S S E T H:

     WHEREAS, the Company proposes to offer a minimum of                      and a maximum of                      of its Membership Units (the “Units”) at a price of $                     per Unit, in minimum blocks of                                          Units in an offering (the “Offering”) conducted pursuant to a registration statement (the “Registration Statement”) filed or to be filed with the Securities and Exchange Commission and various states, including, without limitation, the states of Iowa, Kansas, Nebraska, Missouri, and South Dakota, and potentially pursuant to exemptions in other states;

     WHEREAS, the Company will allow investors in the Offering to deliver the purchase price of the subscribed Units in installments; and

     WHEREAS, the Company desires to comply with the requirements of federal and state securities laws and regulations, and desires to protect the investors in the Offering by providing, under the terms and conditions herein set forth, for the return to subscribers of the money which they may pay on account of purchases of Units in the Offering if the “Minimum Escrow Deposit” (as hereinafter defined) is not deposited with the Escrow Agent in accordance with the terms of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

     1. Acceptance of Appointment.                      hereby agrees to act as the Escrow Agent under this Agreement. The Escrow Agent shall have no duty to enforce any provision hereof requiring performance by any other party hereunder.

     2. Establishment of Escrow Account. An escrow account (the “Escrow Account”) is hereby established with the Escrow Agent for the benefit of the investors in the Offering. Except as specifically provided in this Agreement, the Escrow Account shall be created and maintained subject to the customary rules and regulations of the Escrow Agent pertaining to such accounts.

     3. Ownership of Escrow Account. Until such time as the funds deposited in the Escrow Account (the “Escrow Funds”) shall equal the Minimum Escrow Deposit (as hereinafter defined), the funds deposited in the Escrow Account by the Company shall not become the property of the Company or be subject to the debts of the Company or any other person, but shall be held by the Escrow Agent solely for the benefit of the investors who have subscribed for Units in the Offering.

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     4. Deposit of Proceeds. All proceeds from subscriptions in the Offering shall be delivered by the Company to the Escrow Agent, within forty-eight hours of receipt, endorsed (if appropriate) to the order of the Escrow Agent, together with an appropriate written statement setting forth the name, address and social security number of each person subscribing for Units, the number of Units subscribed for, and the amount paid by each such subscriber. Any such proceeds deposited with the Escrow Agent in the form of uncollected checks shall be promptly presented by the Escrow Agent for collection through customary banking and clearing house facilities.

     5. Investment of Escrow Funds. The Escrow Funds shall be credited by the Escrow Agent and recorded in the Escrow Account. The Escrow Agent shall be permitted, and is hereby authorized and directed to deposit transfer, hold and invest all Escrow Funds, including principal and interest, in Federal Government Obligations or obligations issued and/or guaranteed as to principal and interest by agencies or instrumentalities of the U.S. Government or common funds or mutual funds which invest primarily in such obligations. Any interest received by Escrow Agent with respect to the Escrow Funds shall be paid pursuant to the terms of this Agreement.

     6. Termination of Escrow. Unless sooner terminated pursuant to Section 7 below, this Agreement and the Escrow Account created hereunder shall terminate as of the date (the “Termination Date”), which is one year and one day following the date upon which the Securities and Exchange Commission authorizes the Offering (the “Offering Effective Date”); provided, however, that if prior to the Termination Date, the Company has accepted subscriptions for Units equal to the minimum offering amount, and the Company has advised the subscribers for those Units to remit to the Escrow Agent the balance of the purchase price, then the Escrow Account may continue beyond the Termination Date until all amounts payable by such subscribers have been paid and the conditions for releasing the Escrow Funds have been satisfied. In no event shall this date be later than three (3) months following the Termination Date.

     7. Disposition of Escrow Funds. The Escrow Agent shall have the following duties and obligations under this Agreement:

     A. The Escrow Agent shall send to the Company every seven (7) days a written itemized notice acknowledging the receipt and amount of the Escrow Funds.

     B. The Escrow Agent shall give the Company prompt written notice when the Escrow Funds, exclusive of interest, equal or exceed ten percent (10%) of the Minimum Escrow Deposit, which is defined below. Following receipt of such notice, the Company will advise the subscribers for Units to remit to the Escrow Agent the balance of the purchase price within thirty (30) days. The Escrow Agent shall give the Company prompt written notice when the Escrow Funds, exclusive of interest, equal or exceed the Minimum Escrow Deposit.

     C. At the time (and in the event) that: (a) the Escrow Funds, exclusive of interest, equal or exceed $40,000,000 (the “Minimum Escrow Deposit”); (b) the Escrow Agent shall have received written confirmation from the Company that the Company has affirmatively elected in writing to terminate this Agreement; (c) the Escrow Agent shall have provided to each state securities department in which the Company has registered its

2

securities, as communicated to the Escrow Agent by the Company, an affidavit stating that the requirements of this Subsection 7.C have been satisfied; and (d) in each state in which consent is required, the state securities commissioners have consented to release of the funds on deposit, then this Agreement shall terminate, and the Escrow Agent shall promptly disburse the Escrow Funds, including interest, to the Company to be used in accordance with the provisions set out in the Registration Statement. Upon completing such disbursement, the Escrow Agent shall be completely discharged and released of any and all further responsibilities hereunder.

     D. In the event the Escrow Funds do not equal or exceed the Minimum Escrow Deposit on or before the Termination Date, the Escrow Agent shall return to each of the subscribers in the Offering as promptly as possible after the Termination Date and on the basis of its records pertaining to the Escrow Account: (a) the sum which each subscriber initially paid on account of such subscriber’s subscription for Units, and (b) each subscriber’s portion of the total interest earned on the Escrow Account as of the Termination Date, (c) reduced by the transaction fees provided in Section 10 below. Computation of any subscriber’s share of the net interest earned on the Escrow Account will be a weighted average based on the ratio of such subscriber’s deposit in the Escrow Account to all such subscribers’ deposits therein, and upon the length of time that such deposit was held in the Escrow Account as compared to all such deposits. All computations with respect to each subscriber’s allocable share of net interest shall be made by the Escrow Agent, which determinations shall be final and conclusive. Any amount paid or payable to a subscriber pursuant to this Section shall be deemed to be the property of such subscriber, free and clear of any and all claims of the Company or its agents or creditors; and any further purchase obligation of such subscriber in connection with the Offering shall thereupon be deemed, ipso facto, to be cancelled without any further liability. At such time as the Escrow Agent shall have made all of the payments called for in this Section, the Escrow Agent shall be completely discharged and released of any and all further responsibilities hereunder, except that the Escrow Agent shall be required to prepare and issue an IRS Form 1099 to each subscriber.

     8. Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company that:

     A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise.

     B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement in accordance herewith. The Escrow Agent shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented

3

by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel.

     C. The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

     9. Resignation and Removal of Escrow Agent; Successors. The Escrow Agent may resign upon thirty (30) days advance written notice to the Company. If a successor Escrow Agent is not appointed within the 30-day period following such notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor Escrow Agent. Any commercial banking institution or trust company with which the Escrow Agent may merge or consolidate, and any commercial banking institution or trust company to which the Escrow Agent transfers all or substantially all of its corporate trust business shall be the successor Escrow Agent without further act.

     10. Fees and Expenses of Escrow Agent. The Company agrees to pay the Escrow Agent the fees specified in the Escrow Agent’s fee schedule attached hereto as EXHIBIT A, in the manner set forth therein, unless otherwise agreed to by the parties in writing. The parties further agree that such fees shall be paid by the Company and not from interest on the Escrow Account or from the principal. The Company shall be solely responsible for the payment of such fees, and the Escrow Agent shall not seek payment of the fees from subscribers or apply any interest or principal deposited by subscribers in the Escrow Account against such fees. The fee agreed upon herein is intended as full consideration for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event (a) the Escrow Agent renders any material service not contemplated in this Agreement, (b) any material controversy arises hereunder, or (c) the Escrow Agent is made a party to any litigation pertaining to this Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company, but not from the Escrow Account.

     11. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission if sent by facsimile transmission to the facsimile number given below, and telephonic

4

confirmation of receipt is obtained promptly after completion of transmission, (c) on the next day on which such deliveries are made in Denison, Iowa, when delivery is to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service, or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested, to the party as follows:

If to Escrow Agent:

If to the Company:

Amaizing Energy Holding Company, LLC
2404 West Highway 30
Denison, IA 51442
Attn: Sam Cogdill, CEO
Fax: 712-263-4134
Phone: 712-263-2676

with a required copy to:

Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C.
666 Grand Avenue, Suite 2000
Des Moines, IA 50309
Attention: Catherine Cownie
Fax: (515) 283-0231
Phone: (515) 242-2490

     12. Governing Law. This Agreement shall be construed, performed, and enforced in accordance with, and governed by, the internal laws of the State of Iowa, without giving effect to the conflicts of laws provisions.

     13. Successors and Assigns. Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent to the other parties hereto, and any attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

     14. Severability. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.

5

     15. Further Assurances. Each of the parties shall execute such documents and other papers and take such further actions, as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

     16. Amendments. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as a further or continuing waiver of any such conditions, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement.

     17. Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such escrow.

     18. Section Headings. The section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

     19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures as of the day and year first written above.

THE COMPANY:		ESCROW AGENT:
	AMAIZING ENERGY HOLDING COMPANY, LLC
By:		By:
	Sam Cogdill, CEO	Its:

6

EXHIIBT A

[Attach Escrow Agent’s Fee Schedule]

7

EX-5.1

Exhibit 5.1

Brown Winick, Graves, Gross
Baskerville and Schoenebaum, P.L.C.

666 Grand Avenue, Suite 2000
Raun Center, Des Moines, IA 50309

, 2007	direct phone: 515-242-2473
	direct fax: 515-323-8573
	email: hanigan@brownwinick.com

Board of Directors
Amaizing Energy Holding Company, LLC
2404 West Highway 30
Denison, IA 51442

Re:      2007 Registration Statement on Form S-1; Securities Matters

Dear Board of Directors:

In connection with the proposed offer and sale of up to                     units of the membership interests (the “Membership Units”) of Amazing Energy Holding Company, LLC (the “Company”), we have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:

1.	The Company’s Articles of Organization and any amendments thereof;
2.	The Company’s Operating Agreement ;
3.	The Company’s resolutions of the Board of Directors authorizing the issuance of units;
4.	The Company’s Registration Statement on Form S-1, as filed by the Company on                     , 2007 with the United States Securities and Exchange Commission; and
5.	The Company’s Form of Subscription Agreement for the purchase of Membership Units offered pursuant to the Registration Statement.

In rendering our opinions, with the consent of the Company, we have relied upon: (i) the representations of the Company and other representatives as set forth in the aforementioned documents as to those factual matters that we were unable to ascertain ourselves; and (ii) certificates and assurances from public officials as we have deemed necessary for purposes of expressing the opinions expressed herein. We have not undertaken any independent investigation to determine or verify any information and representations made by the Company and its members and representatives in the foregoing documents or in such certificates, and we have relied upon such information and representations in expressing our opinions.

We have assumed in rendering these opinions that no person or party has taken any action inconsistent with the terms of the above-described documents or prohibited by law. We have confirmed that no attorney in this office who has provided legal services within the past six months has notice or knowledge of any misstatements or inaccuracies in the representations upon

A Firm Commitment to Business ^TM
515-242-2400 phone 515-283-0231 fax www.brownwinick.com

                    , 2007
Page 2

which we have relied.

The opinions expressed herein shall be effective as of the date of effectiveness of the Company’s Registration Statement. The opinions set forth herein are based upon existing law and regulations, all of which are subject to change prospectively and retroactively. Our opinions are based on the facts and the above documents as they exist on the date of this letter, and we assume no obligation to revise or supplement such opinions as to future changes of law or fact. This opinion letter is limited to the matters stated herein and no opinions are to be implied or inferred beyond the matters expressly stated herein.

Based on our examination and inquiry, we are of the opinion that, the Membership Units will be validly issued, duly authorized, fully paid, and non-assessable when issued and sold in the manner referred to in the Registration Statement and under the applicable subscription agreement(s), provided that the Registration Statement is effective.

Very truly yours,

Bill Hanigan

WEH:evw

EX-8.1

Exhibit 8.1

Brown Winick, Graves, Gross
Baskerville and Schoenebaum, P.L.C.

666 Grand Avenue, Suite 2000
Raun Center, Des Moines, IA 50309

, 2007	direct phone: 515-242-2416
	direct fax: 515-323-8516
	email: carey@brownwinick.com

Board of Directors
Amaizing Energy Holding Company, LLC
2404 West Highway 30
Denison, IA 51442

Re:     2007 Registration Statement on Form S-1; Tax Matters

Dear Directors:

As counsel for Amaizing Energy Holding Company, LLC (the “Company”), we furnish the following opinion in connection with the proposed issuance by the Company of up to                      of its membership interests (the “Units”).

We have acted as legal counsel to the Company in connection with its offering of the Units. As such, we have participated in the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of a Form S-1 Registration Statement dated                      relating to that offering (the “Registration Statement”).

You have requested our opinion as to matters of federal tax law that are described in the Registration Statement. We are assuming that the offering will be consummated and that the operations of the Company will be conducted in a manner consistent with that described in the Registration Statement. We have examined the Registration Statement and such other documents as we have deemed necessary to render our opinion expressed below.

Based on the foregoing, all statements relating to the Company’s classification as a partnership for federal income tax purposes and the taxation of investors on their allocable share of the Company’s income, gains, losses and deductions recognized by the Company without regard to cash distributions as described under the section heading, “Federal Income Tax Consequences of Owning Our Units” in the Registration Statement constitute our opinion. That section of the Registration Statement is a description of the material federal income tax consequences that are expected to arise from the ownership and disposition of Units, insofar as it relates to matters of law and legal conclusions. That section is the opinion of counsel on all material federal income tax consequences to prospective Unit holders of the ownership and disposition of Units.

Our opinion extends only to matters of law and, with limited exceptions, the discussion relates only to individual citizens and residents of the United States and has limited applicability to corporations, trusts, estates or nonresident aliens. The opinion set forth herein is based upon

A Firm Commitment to Business ^TM
515-242-2400 phone 515-283-0231 fax www.brownwinick.com

                    , 2007
Page 2

known facts and existing law and regulations, all of which are subject to change prospectively and retroactively. We assume no obligation to revise or supplement such opinions as to future changes of law or fact.

An opinion of legal counsel is legal counsel’s professional judgment regarding the subject matter of the opinion. It is neither a guarantee of the indicated result nor is it an undertaking to defend the indicated result should it be challenged by the Internal Revenue Service. This opinion is in no way binding on the Internal Revenue Service or on any court of law.

We consent to the disclosure of our opinion contained in the Registration Statement, the filing of this opinion as an exhibit to the Registration Statement and to the reference to our law firm in the Registration Statement.

Yours truly,

Paul E. Carey

PEC:evw

EX-10.1

Exhibit 10.1

DISTILLER’S GRAINS MARKETING AGREEMENT

     THIS DISTILLER’S GRAINS AGREEMENT (this “Agreement”), made and entered into this 9^th day of August, 2004, by and among Amaizing Energy, LLC, an Iowa limited liability company (“AE”), and United Bio Energy Ingredients, LLC, a Kansas limited liability company (“UBE”).

WITNESSETH:

     WHEREAS, AE desires to sell and UBE desires to buy all the dried distiller’s grains (“DDG”) and wet distiller’s grains (“WDG”) (collectively the “Distiller’s Grains”) produced at AE’s ethanol plant located at Denison, Iowa (the “Plant”);

     WHEREAS, the parties desire to purchase and sell such assets, and receive and provide such services, in accordance with the fees, price formula, payment, delivery and other terms set forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, it is hereby agreed:

     1. COMMITMENT AND TERM. Subject to the terms of this Agreement, AE hereby agrees to sell, and UBE hereby agrees to purchase, all Distiller’s Grains produced at the Plant. The initial term of this Agreement shall be for two (2) years, commencing on the date that the Plant begins operations to produce ethanol. The parties shall execute a memorandum setting forth the actual date of commencement of the term. This Agreement shall be automatically renewed for successive one (1) year terms thereafter unless either party gives written notice to the other party of its election not to renew, not later than ninety (90) days prior to the expiration of the initial term of the then current renewal term, as the case may be.

     2. PRICE AND PAYMENT.

     A. PRICE.

     1. DDG. UBE agrees to pay AE for all Dry Distiller’s Grains removed by UBE from the Plant a price equal to *** of the F.O.B. Plant price charged by UBE to its customers.

     2. WDG. UBE agrees to pay AE for all Wet Distiller’s Grains removed by UBE from the Plant a price equal to *** of the F.O.B. Plant Price charged by UBE to its customers.

For purposes of this provision, the F.O.B. Plant price shall be the actual sales price, less all costs incurred by UBE in delivering the Distiller’s Grains to its customers, whether incurred prior to or during the term of this Agreement.

^* Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC.

          B. PAYMENT. On a daily basis, Weekends and Holidays excluded, AE shall provide UBE with certified weight certificates for the previous day’s shipments of Distiller’s Grains. UBE shall pay AE the F.O.B. Plant Price defined in paragraph 2.A. above, for all shipments in each one week shipment period (Sunday through Saturday) is received on or before the second following Friday of such one week shipment period. UBE agrees to maintain accurate sales records and to provide such records to AE upon request. AE shall have the right to audit UBE’s sales invoices at any time during normal business hours at the corporate office of UBE.

          C. BEST EFFORTS. UBE agrees to use its best efforts to achieve the highest resale price of Distiller’s rains available under prevailing market conditions as judged by UBE. AE’s sole and exclusive remedy for breach of UBE’s obligations hereunder shall be to terminate this Agreement.

          D. COLLECTION. UBE shall be responsible for all customer billing and account servicing, including, but not limited to, the collection of amounts owed UBE by its customers, shall bear all costs associated with such billing and collection activities, and shall assume all losses due to failure of its customers to pay their account.

          E. FUTURE SALES BY UBE. UBE shall not contract for the sale of Distiller’s Grains, to its customers, more than one hundred eighty (180) day sin advance, unless AE explicitly approves the price and terms of any such contract and provides notice of such approval of UBE. UBE will advise AE weekly and update AE monthly on all outstanding contractual obligations, and the terms thereof.

          F. ON-SITE MERCHANDISER. In order to assist in the development of the Plant’s capabilities or the sale of Distiller’s Grains, UBE will place an employee of UBE at the Plant during the term of this Agreement.

     3. FEES AND EXPENSES. Unless otherwise specifically provided for herein, and to the extent not already included in the price of the Distiller’s Grains, AE shall be responsible for any and all fees and expenses, including but not limited to fees assessed by any State or other regulatory agency, incurred or assessed on any Distiller’s Grains, whether for licensing, dues, branding, packaging, inspecting, or otherwise. AE shall, as a result of its responsibility for such expenses, retain all rights to any name, branding, and packing of the Distiller’s Grains upon termination of this Agreement.

     4. DELIVERY AND TITLE

          A. PLACE. The place of delivery for all Distiller’s Grains purchased by UBE pursuant to this Agreement shall be F.O.B. Plant. UBE and its agents shall be given access to the Plant in a manner and at all times reasonably necessary and convenient for UBE to take delivery as provided herein. UBE shall schedule the loading and shipping of all Distiller’s Grains purchased hereunder, whether shipped by truck or rail. All labor and equipment necessary to load or unload trucks or rail cars shall be supplied by AE without charge to UBE. The parties agree to handle the Distiller’s Grains in a good and workmanlike manner in

accordance with the other’s reasonable requirements and in accordance with normal industry practice. AE shall maintain the truck/rail loading facilities in safe operating condition in accordance with normal industry standards.

     B. STORAGE. AE shall provide storage space for not les than 10 (10) full days combined production of WDG and DDG, based on normal operating capacity.

     C. REMOVAL. UBE warrants and agrees to use its best efforts to remove Distiller’s Grains before the aforementioned storage limits are exceeded or, if later, three (3) days after notice from AE that the Plant’s operations are adversely affected by such storage. AE shall be responsible at all times for the quantity, quality and condition of any Distiller’s Grains in storage at the Plant.

     D. LOADING AND UNLOADING SCHEDULE. UBE shall give to AE a schedule of quantities of Distiller’s Grains to be removed by truck and rail respectively with sufficient advance notice reasonably to allow AE to provide the required services. AE shall provide the labor, equipment and facilities necessary to meet UBE’s loading schedule and AE shall be responsible for UBE’s actual costs or damages resulting from AE’s failure to do so. UBE shall order and supply trucks as scheduled for truck shipments. All freight charges shall be the responsibility of UBE and shall be billed directly to UBE. Demurrage charges will be for the account of UBE if UBE fails to provide railcars in accordance with the production schedule provided to AE. Demurrage charges will be for the account of AE if AE fails to load railcars in accordance with said schedule.

     E. PRODUCTION SCHEDULE.

          1. UBE shall provide loading orders as necessary to permit AE to maintain its usual production schedule, provided, however, that UBE shall not be responsible for failure to schedule removal of Distiller’s Grains unless AE shall have provided to UBE production schedules as follows: At least five (5) days prior to the beginning of each calendar month during the term hereof, AE shall provide to UBE a tentative schedule for production in the next calendar month. On Wednesday of each week during the term of this Agreement, AE shall provide to UBE a schedule for actual production for the following production week (Monday though Sunday). AE shall inform UBE daily of inventory and production status by 8:30 a.m. CDT.

          2. NOTICE. For purpose of this paragraph, notification will be sufficient if made by facsimile as follows:

     If to UBE for Distiller’s Grains, to the attention of Randy Ives, Facsimile number 316-796-0944, Email address: randy.ives@unitedbioenergy.com and

If to AE, the attention of                     , Facsimile number                     .

Or to such other representatives of UBE and AE as they may designate to the other in writing.

          F. TITLE. Title and risk of loss shall pass to UBE at the point in time when loading the Distiller’s Grains into trucks or rail cars has been completed and delivery to UBE of the bill of lading for each such shipment.

          G. RAIL CAR LEASES. UBE shall be responsible for estimating the number of rail car leases required to handle the transportation of the Distiller’s Grains and for negotiating the terms of and executing such rail car leases, which shall be place in UBE’s name. AE shall reimburse UBE for any reasonable expenses incurred by UBE associated with such rail car leases, whether incurred prior to or during the term of this Agreement, to the extent such expenses are not already accounted for in the price of the Ethanol.

          H. RAIL CONTRACTS. UBE shall negotiate, in consultation with AE, the terms of rail contracts and rates on behalf of AE and AE shall approve and execute each such contract, which shall be placed in the sole name of AE.

     5. QUANTITY AND WEIGHTS.

          A. PRODUCTION AMOUNT. It is understood that total production amount of Distiller’s Grains shall be determined by AE’s production schedule and that no warranty or representation has been made by AE as to the exact quantities or timing of Distiller’s Grains to be produced pursuant to this Agreement.

          B. ESTIMATE. The estimated production of Distiller’s Grains at the Plant by AE, to be sold to UBE, is approximately eleven thousand (11,000) tons of Distiller’s Grains per month on a dry matter basis, and AE shall use its best efforts to produce such amount of Distiller’s Grains.

          C. SCALES. The quantity of Distiller’s Grains delivered to UBE from the Plant shall be established by weight certificates, obtained from scales which are certified as of the time of loading and which comply with all applicable laws, rules and regulations. In the case of rail shipments, the first official railroad weights will govern establishment of said quantities. These outbound weight certificates shall be determinative of the quantity of the Distiller’s Grains for which UBE is obligated to pay pursuant to paragraph 2 above.

          D. RAIL CARS. All rail cars for Distiller’s Grains shall be grain hopper cars. AE agrees that such cars for Distiller’s Grains shall be loaded to full visible capacity at the Plant. If not loaded to full visible capacity, AE shall pay in full the portion of freight charges allocable to the unused capacity of the car. It is agreed and understood that all railcars, when not loaded to full visible capacity, shall be defined as having a light weight.

     6. QUALITY.

     A. STANDARDS. AE understands that UBE intends to sell the Distiller’s Grains purchased from AE as a primary animal feed ingredient and that the same are subject to minimum quality standards for such use and each shall be of merchantable quality. AE warrants that the Distiller’s Grains produced by the Plant and delivered to UBE shall be acceptable under current industry standards in the feed trade industry and that at the time of delivery, the Distiller’s Grains shall conform to the minimum quality standards outlined in Exhibit A attached hereto, as may be amended from time to time.

     B. COMPLIANCE. AE represents and warrants that at the time of loading, the Distiller’s Grains will not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and that each shipment may lawfully be introduced into interstate commerce under said Act. Payment of invoices does not waive UBE’s rights if the Distiller’s Grains do not comply with terms or specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, UBE may, without obligation to pay, reject either before or after delivery, any of the Distiller’s Grains, which, when inspected or used are found by UBE to fail in a material way to conform to this Agreement. Should any of the Distiller’s Grains be seized or condemned by any federal or state department or agency for any reason, except noncompliance by UBE with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by UBE of the Distiller’s Grain seized or condemned and UBE shall not be obligated to offer any defense in connection with the seizure or condemnation. However, UBE agrees to cooperate with AE in connection with the defense of any quality or other product claims, or any claims involving governmental seizure or condemnation. When rejection occurs before or after delivery, at its option, UBE may:

          (1) Dispose of the rejected Distiller’s Grains after first offering AE a reasonable opportunity of examining and taking possession thereof, if the condition of the Distiller’s Grains reasonable appears to UBE to permit such delay in making disposition;

          (2) Dispose of the rejected Distiller’s Grains in any manner directed by AE which UBE can accomplish without violation of applicable laws, rules, regulations or property rights;

          (3) If any of the Distiller’s Gains are seized or condemned by any federal or state department or agency or if UBE has no available means of disposal of rejected Distiller’s Grains and AE fails to direct UBE to dispose of the same as provided herein, UBE’s obligations with respect to said seized, condemned or rejected Distiller’s Grains shall be deemed fulfilled. Title and risk of loss shall pass to AE promptly upon such seizure or condemnation or rejection by UBE.

          (4) AE shall reimburse UBE for all costs reasonably incurred by UBE in storing, transporting, returning and disposing of the rejected Distiller’s Grains. UBE shall have no obligation to pay AE for rejected Distiller’s Grains and may deduct reasonable costs and expenses to be reimbursed by AE from amounts otherwise owed by UBE to AE.

          C. NON-STANDARD PRODUCTS. If AE produces Distiller’s Grains which comply with the warranties in this paragraph, but which do not meet applicable industry standards, UBE agrees to purchase such Distiller’s Grains for resale but makes no representation or warranty as to the price at which such Distiller’s Grains can be sold. If the Distiller’s Grains deviate so severely from industry standards as to be unmarketable in UBE’s reasonable judgment, then it shall be disposed of in the manner provided for rejected Distiller’s Grains in this paragraph.

          D. PRODUCT TESTING. If AE knows or reasonably suspects that any Distiller’s Grains produced by the Plant are adulterated or misbranded, or, are outside of minimum quality standards set forth in Exhibit A, AE shall promptly so notify UBE so that such Distiller’s Grains can be tested before entering interstate commerce. If UBE knows or reasonably suspects that any Distiller’s Grains produced by the Plant are adulterated or misbranded, or, are outside or minimum quality standards set forth in Exhibit A, then UBE may obtain independent laboratory tests of the affected Distiller’s Grains. If such Distiller’s Grains are testing costs and if the Distiller’s Grains are found not to comply with such warranties, AE shall pay all testing costs.

          E. CHANGES IN STANDARDS. The quality standards in Exhibit A are subject to change as may be mutually agreed in writing by and between the parties, provided, however, that such changes shall be in conformance with generally acceptable industry standards.

     7. RETENTION OF SAMPLES.

          A. SAMPLING. AE will take an origin sample of the Distiller’s Grains from each truck or rail care before each shipment leaves the Plant, using industry standard sampling methodology. AE will label these samples to indicate the date of shipment that the truck, rail car, or pickup number involved. AE shall also retain the samples and labeling information for no less than six (6) months for DDG samples and no less than fourteen (14) days for WDG.

          B. ANALYSIS. For the first year of operation of ethanol production at the Plant, AE shall, on a weekly basis, burnish UBE with a composite analysis on all Distiller’s Grains produced at the Plant. Thereafter, at a minimum, a composite analysis on all Distiller’s Grains produced at the Plant shall be sent once a month to UBE. It is understood that said analysis is a composite and may or may not be indicative of the current analysis.

     8. INSURANCE.

          A. POLICIES. AE warrants to UBE that all AE’s employees shall be covered as required by law by worker’s compensation and unemployment compensation insurance, and such worker’s compensation insurance shall provide a waiver of subrogation on behalf of UBE.

          B. COVERAGES. During the term of this Agreement, AE shall purchase and maintain insurance upon the Plant in such amounts as it may reasonably determine. UBE

shall be named as an additional insured on all such policies. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. AE waives all rights against UBE and its employees an agents for all losses and damages caused by, arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Plant.

          C. UBE VEHICLES. UBE agrees to carry such insurance on its vehicles and personnel operating on AE’s property as UBE reasonably deems appropriate. The parties acknowledge that UBE may elect to self insure its vehicles. Upon request, UBE shall provide a certificate of insurance to AE to establish the coverage maintained by UBE.

          D. CONSEQUENTIAL DAMAGES. EACH PARTY TO THIS AGREEMENT UNDERSTANDS THAT NO OTHER PARTY MAKES ANY GUARANTEE, EXPRESS OR IMPLIED, TO ANY OTHER OF PROFIT, OR OF ANY PARTICULAR ECONOMIC RESULTS FROM TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY ACCT OR OMISSION COMING WITHIN THE SCOPE OF THIS AGREEMENT, OR FOR BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOOD WILL, LOSS OF PROFITS, LOSS OF USE, AND INTERRUPTION OF BUSINESS.

          E. OTHER CLAIMS. Except as provided in paragraph 8.D above, nothing herein shall be construed as a waiver by either party against the other party of claims, causes of action or other rights within either party may have or hereafter acquire against the other party for damage or injury to its agents, employees, invitees, property, equipment or inventory, or third party claims against the other party for damage or injury to other persons or the property of others.

     9. REPRESENTATIONS AND WARRANTIES.

          A. Each party represents and warrants that it is an entity in good standing under the laws that it is organized and has all the requisite power and authority to carry on its business as its has been and to own, lease, and operate the properties and assets used in connection therewith.

          B. In addition to the representations and warranties herein regarding the quality of Distiller’s Grains, AE represents and warrants that the Distiller’s Grains delivered to UBE shall be free and clear of liens and encumbrances.

          C. Each individual executing this Agreement in a representative capacity, by his or her execution hereof, represents and warrants that such person is fully authorized to do so on behalf of the respective party hereto, and that no further action or consent on the part of the

party for whom such signatory is acting is required for the effectiveness and enforceability of this Agreement against such party, following such execution.

     10. TERMINATION.

          A. FOR CAUSE. Either party may terminate this Agreement without liability for cause by providing thirty (30) days prior written notice to the other party. For purposes of this paragraph, “cause” shall include, but not be limited to, the happening of an event of default discussed in paragraph 11 below, or any other material breach of any provision of this Agreement, or material violation of any applicable law, regulation or ruling.

          B. WITHOUT CAUSE. Either party may terminate this Agreement without cause by providing ninety (90) days prior written notice to the other party. If AE terminates this Agreement during the initial term, then AE shall pay to UBE, within thirty (30) days of termination, an amount equal to the product of three (3) multiplied by the average monthly ee paid to UBE, under paragraph 2.A above, for the six (6) months prior to the termination date, or if the fee has been paid for less than six (6) months, by the average of the monthly fee for the number of months such monthly fee has been paid to UBE.

     11. EVENTS OF DEFAULT. The occurrence of any of the following shall be an event of default under this Agreement: (1) failure of either party to make payment to the other when due, if such nonpayment has not been cured within five (5) days of written notice thereof; (2) default by either party in the performance of any material covenant, condition or agreement imposed upon that party by this Agreement, if such nonperformance has not been cured within five (5) days of written notice thereof; (3) if either party shall become insolvent, or make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets, or be adjudicated bankrupt, or file a petition in bankruptcy and such petition is not dismissed within ninety (90) days following the date of filing, or apply to a court for the appointment of a received for any of its assets or properties with or without consent, and such received shall not be discharged within sixty (60) days following appointment.

     12. REMEDIES. Upon the happening of an event of default under paragraph 11, the parties hereto shall have all remedies available under applicable law with respect to an event of default by the other party, including but not limited to the recovery of attorneys’ fees and other costs and expenses. Without limiting the foregoing, the parties shall have the following remedies whether in addition to or as one of the remedies otherwise available to them: (1) to declare all amounts owed immediately due and payable; and (2) to terminate this Agreement in accordance with the provisions of paragraph 10. Notwithstanding any other provision of this Agreement, UBE may offset against amounts otherwise owed to AE the price of any Distiller’s Grains which fail to conform to any requirements of this Agreement.

     13. OPEN CONTRACTS. Upon the termination of this Agreement, for whatever reason, AE shall assume and be responsible for delivering any remaining quantities of Distiller’s Grains required to be delivered by UBE to its customers pursuant to UBE’s contracts with the termination of this Agreement, UBE shall provide AE with a listing of all such contracts and the quantities of Distiller’s Grains to be delivered pursuant to the same to assist AE in completing

delivers under these open contracts. AE agrees to assist UBE in the collection of amounts owed to UBE from those customers receiving deliveries of Distillers Grains from UBE prior to the termination of this Agreement.

     14. FORCE MAJEURE. Neither AE nor UBE will be liable to the other for any failure or delay in the performance of any obligation under this Agreement due to events beyond its reasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion, act of the public enemy or terrorism, riots, civil disorders, sabotage, strikes, lockouts, labor disputes, labor shortages, war, stoppages or slowdowns initiated by labor, transportation embargoes, failure or shortage or materials, acts of God, or acts or regulations or priorities of the federal, state or local government or branches or agencies thereof.

     15. INDEMNIFICATION.

          A. BY AE. Except as otherwise provided in this Agreement, AE shall indemnify, defend, and hold UBE and its officers, directors, employees and agents harmless, from any and all losses, liabilities, damages, expenses (including reasonable attorneys’ fees), costs, claims, demands, that UBE or its officers, directors, employees or agents may suffer, sustain or become subject to, or as a result of (i) any material breach of warranty, covenant or agreement of AE contained herein or (ii) AE’s gross negligence or willful misconduct.

          B. BY UBE. Except as otherwise provided in this Agreement, UBE shall indemnify, defend and hold AE and its officer, directors, employees and agents harmless, from any and all losses, liabilities, damages, expenses (including reasonable attorneys’ fees), costs, claims, demands, that AE or its officers, directors, employees or agents may suffer, sustain or become subject to, or as a result of (i) any material breach of warranty, covenant or agreement of UBE contained herein or (ii) UBE’s gross negligence or willful misconduct.

          C. Where such personal injury or death is the result of negligence on the part of both AE and UBE, each party’s duty of indemnification shall be in proportion to the percentage of that party’s negligence or faults.

     16. RELATIONSHIP OF PARTIES. This Agreement creates no relationship other than those of seller and buyer between the parties hereto. Specifically, there is no agency, partnership, joint venture or other joint or mutual enterprise or undertaking created hereby. Nothing contained in this Agreement authorizes one party to act for or on behalf of the other and neither party is entitled to commissions from the other.

     17. TRADE RULES. As may be applicable, all purchases and sales of Distillers Grain’s made hereunder shall be governed by the Feed Trade Rules of the National Grain and Feed Association unless otherwise specified. Said Trade Rules, shall to the extent applicable, be a part of this Agreement as if fully set forth herein. Notwithstanding the foregoing, the Arbitration Rules of the National Grain and Feed Association shall not be applicable to this Agreement.

     18. CONFIDENTIALITY. The parties acknowledge that they will have access to certain confidential information of the other party and that such information constitutes valuable, special and unique property to such party. The parties agree that they will not at any time, during or for a period of five (5) years after the termination of this Agreement, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatsoever any such information. For purposes of this Agreement, the term “confidential information” shall mean all information, documentation or financial data used by or belonging to or relating to either party which is disclosed or made available to the other party, its agents, employees or advisors, including but not limited to the prices charged for services hereunder or any other information concerning the other party’s business, manner or operation, plans, processes or other data of any kind.

     19. DISPUTE RESOLUTION. The parties shall attempt to settle amicably any dispute or difference of any kind whatsoever, arising out of or in connection with the validity or invalidity, construction, execution, meaning, operation or effect or breach of this Agreement. If the parties do not promptly do so, either party may, by written notice to the other party, call for private mediation of the issue before a mediator to be agreed upon by the parties. The parties agree to conclude such private mediation within thirty (30) days of the filing by a party of a request for such mediation. In the event of a dispute between the parties that is not resolved by such mediation, either party may, by written notice to the other party, call for private binding non-appealable arbitration of the issue before a single arbitrator agreed upon by the parties. In the event a single arbitrator cannot e agreed upon, each party shall appoint a third party arbitrator for a list provided by the American Arbitration Association (AAA) (not a principal of a party) and the two arbitrators thus selected by the parties shall select a third arbitrator. The arbitrators shall meet as expeditiously as possible to resolve the dispute, and a majority decision of the arbitrators shall meet be controlling. While each party is free to select an arbitrator of its own choosing from the list provided by the AAA, either party by written notice to the other may require that al arbitrators chosen have sufficient expertise in the subject matter of the arbitration that thy would quality as “expert witnesses” in a judicial proceeding.

The arbitrators so chosen shall conduct the arbitration in accordance with the Rules of the AAA as applicable in the State of Kansas. Such arbitration shall take place at a mutually agreed upon location. The arbitrators shall be governed, in their determinations hereunder, by the intention of the parties as evidenced by the terms of this Agreement. The decision of the arbitrator shall be rendered in writing and shall be final and binding upon the parties and shall be non-appealable. Judgment upon the award rendered may be entered by either party and enforced in any court having competent jurisdiction. The parties shall share the procedural costs of the mediation and arbitration equally. Each party shall pay its own attorney’s fees and costs incurred by it relating to the mediation and arbitration. Notwithstanding the foregoing sentences, the parties hereby authorize the arbitrators to award costs and fees to the prevailing party as the arbitrators deem appropriate.

Pending resolution of such dispute or difference and without prejudice to their rights, the parties shall continue to respect all their obligations and to perform all their duties under this Agreement; provided, however, the parties shall not be obligated to perform their obligations

after this Agreement has been terminated by any party pursuant to paragraph 10, or if such termination is the dispute being arbitrated.

After signing this Agreement, each party understands that it will not be able to bring a lawsuit concerning any dispute that may arise that is covered by this arbitration provision (other than to enforce the arbitration decision).

     20. MISCELLANEOUS.

          A. This Agreement, together with any attachments or other information which is expressly incorporated herein and make an integral part of this Agreement, is the complete understanding of the parties to this Agreement with respect to the subject matter of this Agreement, and no other representations or agreements shall be binding upon the parties, or shall be effective to interpret, change or restrict the provisions of this Agreement.

          B. No course of prior dealings between the parties and no usage of trade, except where expressly incorporated by reference, shall be relevant or admissible to supplement, explain, or vary any of the terms of this Agreement.

          C. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature or the performance and an opportunity to make objection.

          D. This Agreement may be executed in multiple counterparts, all of which shall constitute but one and the same instrument. Facsimile signatures shall be deemed as originals as between the parties.

          E. This Agreement can only be modified by a writing signed by all of the parties or their duly authorized agents.

          F. The paragraph headings herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

          G. This Agreement shall be construed and performed in accordance with the laws of the State of Kansas.

          H. The respective rights, obligations and liabilities of the parties under this Agreement are not assignable or delegable without the prior written consent of the other party, which shall not be unreasonably withheld.

          I. Time shall be of the essence in the performance of this Agreement.

          J. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns.

     21. NOTICE. Unless a different method of notice is provided herein, notice shall be deemed to have been given to the party to whom it is addressed forty-eight (48) hours after it is deposited in certified U.S. mail, postage prepaid, return receipt requested, addressed as follows:

AE:	Amaizing Energy, LLC
	Attn:
	2491 Lincoln Way
	Denison, Iowa 51442
UBE:	United Bio Energy Ingredients, LLC
	Attn: Jeff Roskam
	2868 North Ridge Road
	Wichita, Kansas 67205
	With a copy to: Chris Mitchell

     Either party may change the address for notices hereunder by giving notice of such change to the other party in the manner above provided.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

Amaizing Energy, LLC

                                                                          
By:

United Bio Energy Ingredients, LLC

                                                                          
By:     Jeff Roskam, President

EXHIBIT A

Product	Component	Minimum	Maximum
DDG	Protein	28%	—
	Fat	7.5%	—
	Fiber	—	15%
	Ash	—	5%

Product	Component	Minimum	Maximum
WDG	Protein	10.05%	—
	Fat	3%	—
	Fiber	—	5%
	Ash	—	2.5%

Product	Component	Minimum	Maximum
Modified WDG	Protein	15.0%	—
	Fat	4.5%	—
	Fiber	—	9.0%
	Ash	—	4.0%

Minimum quality standards for all Distiller’s Grains shall also be deemed to be “cool and Sweet”, and with Aflatoxin levels less than 20 ppb maximum.

EX-10.2

Exhibit 10.2

AGREEMENT FOR ELECTRIC SERVICE

     THIS AGREEMENT is entered into and effective this 29^th day of October, 2004, by and between Harrison County Rural Electric Cooperative (“Seller”), 61-65 Fourth Street, P.O. Box 2, Woodbine, Iowa, a cooperative corporation, organized and existing under the laws of the State of Iowa, and Amaizing Energy, LLC (“Customer”), 2941 Lincoln Way, P.O. Box 309, Denison, Iowa, a corporation organized and existing under the laws of the State of Iowa, as operator of the Amaizing Energy Cooperative Ethanol Production Plant.

     WHEREAS, Seller is a cooperative electric corporation engaged in the business of providing electric power and energy at retail to consumers located in its assigned service area; and

     WHEREAS, Customer operates facilities associated with the production transportation, and storage of ethanol at its Amaizing Energy Ethanol Plant (“Project”), located in Crawford County, Iowa; and

     WHEREAS, the Iowa Utilities Board (“IUB”) has previously established the electric service area for Seller, which area includes within its boundaries Customer’s Project, and Seller is permitted by law to supply electric power and energy to Customer at this location; and

     WHEREAS, Seller and Customer desire to enter into an agreement for the sale by Seller and purchase by Customer of electric power and energy for Customer’s operations, as hereinafter provided:

     NOW, THEREFORE, in consideration of the mutual promises contained herein, Seller and Customer agree as follows:

     1. Definitions. The following terms as used in this Agreement shall have the following meanings:

          (A) Effective Date. The date written above in the first paragraph of the Agreement.

          (B) In Service Date. The Date Customer begins processing ethanol at the Amazing Energy Cooperative Ethanol Production Plant.

          (C) Start-Up Period. The Start-up Period shall be the period between the Effective date and the In Service Date.

          (D) Point of Delivery. The Amaizing Energy Cooperative Ethanol Production Plant located in Denison Township T83N, R39W, Section 20-21, Crawford County, Iowa.

          (E) Metering Point. The metering point is located at Denison Township T83N, R39W, Section 20-21, Crawford County, Iowa at the Northwest Iowa Power Cooperative Amaizing Energy Substation, which substation is to be located on property owned by Amaizing Energy and leased to Seller’s Wholesale Supplier.

          (F) Uncontrollable Forces. Any cause beyond the control of the party affected, including, but not limited to, failure of facilities, flood, earthquake, storm, fire, ice, lightning, wildlife, epidemic, war, riot, civil disturbances, strikes or labor disturbances, sabotage, or restraint by court order or public authority, which by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by exercise of due diligence, it is unable to overcome.

          (G) Contract Demand. Maximum power and energy which Seller is obligated to provide to customer.

          (H) Wholesale Supplier. Northwest Iowa Power Cooperative (“NIPCO”), the wholesale power supplier currently providing service to Seller.

     2. Service — Character of Use.

          (A) Seller shall supply and sell to Customer, and Customer shall take and purchase from Seller, during the term of and subject to the provisions of this Agreement, the total electric power and energy required for Customer’s Project. The Contract Demand for service is 8,400 kilowatts (kW).

          (B) After the effective date and during the term of this Agreement, if any change in any state of federal law, rule or regulation, or change in the agency or judicial application or interpretation of said law, rule or regulation, requires a change in the delivery of sale of electric power and energy to Customer by Seller, then an amended Agreement shall be made and entered into between the Seller and Customer within forty-five (45) days of the effective date of such change to permit the Customer and Seller to incorporate such change and its impact into this agreement.

     3. Specification of Electric Energy — Delivery. The Seller’s Wholesale Supplier controls the frequency of current provided by the Seller. All electric energy delivered hereu7nder shall be in the form of three-phase alternating current at a frequency of 60 Hertz and a voltage of 12,470 kV delivered to the Point of Delivery. Except for periods of outage of infrequent and unavoidable fluctuations, the frequency shall be maintained within one-tenth (1/10) of a cycle per second.

     4. Facilities.

          (A) Customer has or will construct, own, and maintain the electric system required to bring power and energy from the Point of Delivery at a secondary side of the distribution transformer to the points of use by the Customer. Customer and Seller will coordinate the planning and design of their respective facilities to meet all safety and

operational needs and conform to all applicable Federal and State electric service quality and reliability rules and regulations.

          (B) If utilization of electric energy by Customer should cause fluctuations or disturbances with the flow of energy on the distribution or transmission lines of Seller or NIPCO which can be specifically identified, and verified by Seller, as the cause of the deterioration of service to other customers, including, telephone, televisions, or other communication facilities service, Seller shall have the right to require the installation by Customer of suitable apparatus to correct or limit such a fluctuation or disturbance at no cost to Seller. This corrective action shall be taken with a reasonable period of time after notification in writing to Customer by Seller. If such corrective action is not taken in a timely manner, Seller shall have the right to cause reasonable corrective measures to be taken, and Customer herby agrees to pay all reasonable and actual costs association with such action.

          (C) Any motors greater than 150 horsepower must be provided or equipped with soft start controllers.

          (D) Customer shall have responsibility and shall bear the expense to maintain all electric facilities owned by Customer, and Seller and Wholesale Supplier shall have responsibility and shall bear the expense to maintain all transmission, distribution, and other facilities owned or operated by Seller and Wholesale Supplier, except as otherwise expressly provided herein.

          (E) Each party shall indemnify and hold harmless the other party, and its partners, operator, affiliates, agents, and their officers, directors, representatives, designees, and employees, from and against any and all claims, causes of action, losses, suits, penalties, damages, judgments, liabilities, costs, and expenses, including but not limited to court costs, costs of settlement, litigation costs and reasonable attorney’s fees occurring on its respective side of the Point of Delivery or caused by any negligent or willful act or omission by the indemnifying party in performing their obligations hereunder; provided, however, that nothing herein contained shall be construed as relieving or releasing either party from liability for injury or damage, wherever occurring, resulting from its own negligence or the negligence of its officers, servants, agent or employees, and in the event of concurrent negligence there shall be contribution in accordance with the laws of Iowa; and provided further, that each of the parties hereto shall be solely responsible for injury or damage, wherever occurring, due solely to any defect in equipment installed, furnished or maintained by such party, except as otherwise provided herein.

The electric power and energy supplied under this Agreement is supplied upon the express condition that after it passes the Point of Delivery it becomes the property of Customer and neither Seller nor NIPCO shall be liable for loss or damage to any person or property whatsoever, resulting directly or indirectly from the use, misuse, or presence of said electric power and energy on the Customer’s premises or elsewhere, after it passes

the Point of Delivery, except where such loss or damage shall be shown to have been occasioned by the negligence of Seller, NIPCO, their agents or employees.

No party shall be liable for any indirect, consequential, special, exemplary, or punitive damages of any nature arising out of or related to actions taken or omissions of such party in connection with this Agreement.

     5. Monthly Rate.

          (A) Customer shall pay Seller for the electric power and energy provided hereunder those amounts set forth in the Seller’s tariff “Large Industrial — Amaizing Energy Ethanol Plant” which schedule may be changed by the Cooperative’s Board of Directors, subject to the limitations set forth below. A copy of said tariff schedule is attached hereto and incorporated herein by reference. However, the Minimum Charge as specified in said tariff shall be waived by Seller during the Start-up Period.

          (B) Seller will provide Customer advance written notice of any change in Seller’s tariff rate at least 30 days prior to the effective date of such change. Customer understands that a change in character of use by Customer may impact Customer’s eligibility for the tariff rate set forth in paragraph 5(A) above. Seller agrees that other than modifications based upon changes in the Power Cost, Seller will not increase Customer’s rate prior to the third anniversary of the In Service Date. Thereafter, increases unrelated to Power Cost will be limited to the same percentage as the percentage increase in the Customer Price Index (CPI) from the previous year. As provided in the tariff, Seller intends to pass through to Customer all changes in wholesale power cost.

          (C) Any legal direct tax applicable to service rendered under this Agreement shall be charged to Customer by Seller, in the form of a direct monthly pass-through without modification of the amount. If any such direct cost is subsequently modified or removed, Seller shall make an identical modification or removal of the charge to Customer under this Agreement, effective as of the same date the modification or removal of the tax becomes effective. Customer reserves the right to contest or object to any such direct tax or charge applicable or potentially applicable to service under this Agreement with the appropriate taxing authority.

          (D) Facilities Charge. In order to provide electric service to the Customer, the Seller must construct distribution facilities at a cost of $345,000 for which Seller shall require Customer to pay a monthly facilities charge of $3,917.41 for a ten-year term, commencing on the first electric payment due date following the Effective Date of this agreement. [The monthly facilities charge has been calculated based upon a $345,000 principal amount, a ten year term, and a 6.5% interest rate]. Said facilities charge is not included in the monthly minimum bill amount contained in the Tariff schedule “Large Industrial — Amaizing Energy Ethanol Plant.” This facilities charge shall terminate following the ten year anniversary of this Agreement, provided the

charges have been paid in full during the entire term of this Agreement. Customer may pay-off the balance of the facilities charge, plus accrued interest, at any time without penalty.

In the event it is determined, subsequent to the execution of this Agreement, that additional facilities or modifications to planned facilities are required, the parties agree to negotiate in good faith with respect to the design, modification, and construction of the additional or modified facilities and the payment to be made by Customer to Seller for the additional or modified facilities.

     6. Capital Credits. The Seller disposes of its earnings on an annual basis in accord with the provisions of its Articles of Incorporation, and may, on occasion, assign a portion of its earnings back to its members as patronage dividends. Seller shall assign patronage dividends to Customer in the same manner as patronage is assigned to Seller’s other members; however, in exchange for the special contract rate being provided to Customer herein, Customer hereby agrees to assign any such allocations back to Seller. No additional documentation shall be necessary to effectuate said assignment.

     7. Power Factor. Customer shall make reasonable efforts to operate its facilities at close to unity power factor. Except during compressor motor starting, power factor shall in no case be less than ninety-eight percent (98%). Customer agrees, however, that if a higher power factor is required by Seller’s Wholesale Supplier, it will make reasonable efforts to attempt to meet such higher power factor requirements.

     8. Metering.

          (A) Metering shall be by digital primary meter for recording and monitoring electrical usage and demand. The meter shall have the capability to be monitored by telephone line or other electrical signal. The meter shall be periodically inspected and tested for the purpose of establishing that metering equipment is connected properly, meters are adjusted to register power and energy accurately, and proper metering records are prepared and maintained. Seller shall notify Customer in advance of the time of any meter testing so that a representative of the Customer may be present.

          (B) Meters may be sealed at the sole discretion of Wholesale Supplier and, if sealed, the seals shall be broken only upon occasions when the meters are to be inspected, tested, or adjusted, and authorized representatives of Customer and Seller or Wholesale Supplier shall be afforded reasonable opportunity to be present upon such occasions. Seller or Wholesale Supplier shall inspect and test, or cause to be inspected and tested, metering equipment at least yearly, and at any other reasonable time upon request by Customer. Any meter found to be defective or inaccurate shall be repaired and readjusted or replaced by Seller at no cost to the Customer. Should any meter fail to register the power and energy delivered during any period, such deliveries shall, for billing purposes and payment purposes, be estimated for such period suing the best information available. If the customer requests a meter test, the Customer shall pay the

cost of such test if the meter has been previously tested within the past 12 months and the meter was found to be within accuracy standards set.

          (C) The meter readings shall be presumed to be accurate as to the quantity of power and energy taken by Customer unless, upon test, the meter is found to be in error by more than the limit set forth in the applicable rule of the IUB.

     9. Billing and Payment.

          (A) The customer shall pay the Seller for electric power and energy furnished hereunder at the rates specified above.

          (B) Bills for service hereunder, shall be by electronic funds transfer to a bank designated by Seller. Such payment shall be within twenty (20) days after the issuance of the bill each month for electric power and energy furnished for the monthly billing period. If the Customer shall fail to make any such payment by the due date, the Seller may discontinue service to the Customer upon giving three (3) days’ written notice to the Customer of its intention to do so; provided however, Customer may cure any intent to discontinue service for nonpayment by causing Seller to receive all amounts duly owing and outstanding before the end of the three (3) day notice period. Seller may also disconnect service if Customer fails to comply with standards established by the utility for interconnection, safety, and operating reliability; for any breach of contract that jeopardizes the health and safety of persons or the integrity of the utility electric system; for reasonable periods for the purpose o maintenance, testing, replacement, and repair of the utility system; Customer’s failure to comply with the Seller’s electric service tariff, Articles of incorporation, or Bylaws; or for any other cause as set forth in the rules of the IUB.

          (C) The amount of $80,000 shall be paid by Customer to Seller in advance of Seller providing electric service as a customer deposit. Such deposit shall be in an account, upon which Seller shall be entitled to draw upon such account at anytime its wholesale electric bill for service to Customer becomes due prior to receiving payment from Customer pursuant to Paragraph 9(B) or in the event of nonpayment by Customer; if Seller draws on such account, it shall replace funds in such account within one (1) day of receiving payment from Customer. Customer has the option of satisfying the customer deposit requirement by means of a letter of credit or other form of surety in the amount of the required deposit, issed by a bank or insurance company, acceptable to Seller, located or licensed in the State of Iowa on a Letter of Credit Form, acceptable to Seller. If the deposit requirement is satisfied by a letter of credit or other form of surety, Seller shall, within thirty (30) days of the date of the letter of credit or other form of surety, refund Customer’s deposit to Customer.

          (D) The Seller may from time to time change the required deposit amount based upon the Customer’s historical actual or projected power and energy consumption and the Seller’s historical or projected costs for Customer’s power and energy consumption.

          (E) The Seller agrees to review the Customer’s account following twelve (12) months of consecutive prompt payments (after the Start-up Date), and shall consider adjusting or refunding the deposit in accordance with the applicable Iowa Utilities Board rules.

     10. Additional Terms. The electric service contracted for herein is to be provided and taken in accordance with the provisions of this Agreement for Electric Service and all applicable provisions of the laws of the State of Iowa. Customer shall be a member of Seller and shall be bound by the provisions of the Articles of Incorporation and the Bylaws of the Seller and by such rules and regulations as may from time to time be adopted by the Seller. Each party agrees that it will at all times maintain its lines and equipment and other facilities required under this Agreement in a safe operating condition in conformity with generally accepted standards for electric utilities in the State of Iowa.

     11. Resale. Customer understands and agrees that the electric service provided under this Agreement is for the operation at the Customer’s Amaizing Energy Ethanol Plant and related purposes. Accordingly, such power and energy shall not to be resold, used, delivered, shared, or distributed to any other person, firm, corporation, association, or cooperative for use on the site for other purposes or outside the site for any purpose.

     12. Force Majeure and Liability. Neither Seller nor Customer shall be considered to be in default in performance of any obligation hereunder, other than its obligation to make payments for energy and services received, if failure of performance shall be due to Uncontrollable Forces. No party shall, however, be relieved of liability for failure of performance, if such failure is due to causes arising out of its own negligence or failure to remove or remedy with reasonable dispatch. Nothing contained herein, however, shall be construed to require any party to prevent or settle a strike or labor disturbance against its will. Neither party shall be liable for consequential damages arising out of the failure to provide or to take electric power or energy under this Agreement.

     13. Firm Service. Subject to the provisions of this Agreement, the electric service, rates and charges provided herein are for firm service, subject to emergency curtailments made on an equitable basis as to other firm customers of Seller. The parties will communicate and coordinate operations to the extent practical given the conditions then existing. Seller shall attempt to provide Customer with advance notice of any planned outages when practical and to restore service promptly in light of the circumstances then existing. Seller anticipates Firm Service will be available to Customer no later than January 1, 2005.

     14. Notices. Any notice required to be given to either party under the terms and provisions of this Agreement may be given by mailing such notice to Customer or Seller by United States mail. The notice shall bear the date of its mailing and shall

become effective on and after receipt. Each party shall designate from time to time persons entitled to receive notice.

     15. Waiver. No waiver, expressed or implied, to any breach of any one or more of the covenants or agreements hereof shall be deemed to be a waiver of any subsequent breach.

     16. Right of Access. Subject to safety and other reasonable admission policies, duly authorized representatives of Seller and its Wholesale Supplier are authorized and shall be permitted to enter the Customer’s premises at all reasonable times in order to carry out the provisions of this Agreement. Customer shall have access to Seller’s wholesale power cost billing applicable to Customer’s Point of Delivery to verify the accuracy of billings made to it by Seller.

     17. Term of Agreement. This Agreement shall become effective on the Effective Date, and except as otherwise provided herein shall remain in effect for ten (10) years from the In Service Date and shall terminate on the tenth (10^th) anniversary of the In Service Date.

     18. Continuation Beyond Term. Customer, at its option, may continue to receive the service described herein following expiration of the above-described term, which service will be provided at the rates provided herein, subject to change by consent or by the Board of Directors of Seller, provided Customer shall be entitled to notice of any such change. In the event service is continued beyond the initial term, then this Agreement shall be for a minimum term of two (2) years. Either party shall then have the right to terminate this Agreement upon giving six (6) months’ written notice of its intention to terminate.

     19. Succession. This Agreement shall be binding upon and inure to the benefit of its successors, legal representatives and assigns of the respective parties hereto. Customer shall not assign all or any portion of its rights or obligations of this Agreement without first obtaining Seller’s written consent to assignment, which consent shall not be unreasonably withheld. In the event the Customer assigns all or any part of its rights under this Agreement, Customer shall remain liable for the performance for all Customer’s obligations hereunder, notwithstanding the assignment.

     20. Law Governing. This Agreement shall be construed and governed in accordance with the laws of the Sate of Iowa.

     21. Amendment. This Agreement may be amendment from time to time through the execution by the parties of separate, written amendments.

     22. Cancellation Clause. In the event the Customer ceases operation during the term of this Agreement and as a result desires to cancel the Agreement for Electric Service, the Customer shall be liable for a lump sum payment to Seller of an amount determined as follows:

A = B + C + D + E

     Where,

A = Cancellation Charge

B = Any applicable charges incurred by Seller from its Wholesale Supplier associated with cancellation or service.

C = Any outstanding charges for electric service, and any amounts payment in future periods by reason of provisions in the rate applicable to Seller, if any.

D = The remaining monthly Facilities Charge payments from Customer to Seller which shall be the remainder of $494,800 minus the sum of the monthly Facilities Charge payments made by Customer to Seller under this Agreement.

E = Cost of removal of facilities directly associated with providing service to the Customer. Determination with regard to removal of facilities is at the sole discretion of Seller.

23. Load Forecast. At the Seller’s request, Customer shall provide Seller projections of monthly and/or annual capacity and energy requirements for the subsequent calendar year and succeeding years. Customer shall also notify Seller whenever a major change in load forecast occurs. Seller shall not be obligated to supply more than the Contract Demand in any 30 minute period.

24. Dispute Resolution. The Parties agree to attempt to resolve any controversy or claim arising out of or relating to this Agreement, or breach thereof, by negotiations between the Parties. If negotiations fail to resolve the conflict within thirty (30) days, the Parties agree to participate in voluntary mediation.

     If mediation does not resolve any controversy or claim within thirty (30) days, any Party may seek resolution of the controversy or claim in accordance with the rules of the American Arbitration Association, subject to the limitations of this section. The arbitrator (or, if a three-arbitrator panel is requested by any Party, each of the arbitrators) shall be a disinterested person of recognized competence in the field in which the issues sought to be resolved have arisen, with at least ten (10) years of experience in that field. The arbitrator(s) shall have jurisdiction and authority only to interpret and determine compliance with the provisions of this Agreement insofar as shall be necessary in the determination of the issues properly submitted to them. The arbitrator(s) shall not have jurisdiction or authority to amend, alter, cancel, or rescind any provisions of this Agreement. This Agreement to arbitrator and any other agreement or consent to arbitrate entered into in accordance with this section shall be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of the demand for arbitration will be filed in writing with the other Party to the Agreement.

25. Demand Increase. If there is a need for an increase in the Contract Demand, Seller may require renegotiation of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

ATTEST:	AMAIZING ENERGY, LLC
/s/ Nick Cleveland	By:	/s/ Sam J. Cogdill 10/29/04
Secretary	President
ATTEST:	HARRISON COUNTY RURAL
	ELECTRIC COOPERATIVE
/s/ Daniel L. Dutina	By:	/s/ John G. Burbridge
Secretary	President

EX-10.3

Exhibit 10.3

AQUILA, INC. d/b/a AQUILA NETWORKS
LARGE VOLUME TRANSPORTATION
SERVICE AGREEMENT
(Iowa)

                                                                                                     December JR

     This Agreement is entered into effective the 6th day of October 2004, by and between Aquila, Inc., d/b/a Aquila Networks (“Company”) and Amaizing Energy Corporation, L.L.C. (“Customer”), whose service address is Hwy 30, Denison, Iowa 51442.

     Whereas, Customer has obtained or will obtain supplies of natural gas and desires Company to receive such natural gas and transport and deliver such gas to Customer, and to provide certain other related services to Customer; and

     Whereas, Company is willing to provide natural gas transportation and related services to Customer, subject to the terms and conditions set forth herein.

     Now, therefore, in consideration of the above premises and the covenants contained herein, Company and Customer agree as follows:

     1. Availability: Service under this Agreement is available to any large volume non-general service end-use customer who purchases gas supplies that can be transported on a firm or interruptible basis by Company. Service hereunder shall be offered on a non-discriminatory firm and/or interruptible basis contingent on adequate system capacity. Customers electing interruptible service must sign an affidavit confirming the customer has an alternate fuel capability or is willing to discontinue gas service during the period of curtailment. Large volume customers who convert to transportation service will be required to take assignment to pay for, at the option of the Company, firm interstate pipeline capacity and supplies designated by Company for a period of up to one year. Service will be provided on a firm basis only if Customer has arranged firm transportation for such gas supplies on the interstate pipeline serving Company’s distribution system. Customer represents that it meets the service availability requirements for transportation service under this Agreement.

     2. Service Considerations: Service hereunder is provided by Company pursuant to its Transportation Rate Schedule, Sheet Nos. 61 through 61G and pursuant to the General Rules, Regulations, Terms and Conditions, all as contained in Company’s Gas Tariff on file with the Iowa Utilities Board (“IUB”), as the same may be amended, modified or superseded from time to time (the “Tariff”). All Large Volume transportation customers must have the Company install telemetry equipment at the customer’s expense. The Company will offer financing for periods up to 90 days interest free. The Company will offer financing with interest to a customer to pay for the installation of telemetry equipment for a period of more than 90 days but not more than 12 consecutive months on a non-regulated basis. The telemetry equipment and any other improvements made by the Company shall remain the property of the Company and will be maintained by the Company.

     Delivery of natural gas by Company shall be at such varying pressures as may exist under operating conditions in the pipeline of Company at the point of delivery. For the sale the

delivery pressure to the customer will be 60 pounds per square inch gauge absent of any force majeure situations.

     3. Charges: Customer shall be responsible for and shall pay to Company the following charges for the periods indicated or as otherwise applicable:

Applicable Sales Tariff:	LVI
Customer Charge:	$150 per month per facility for administrative costs relating to transportation, plus the basic monthly charge according to the applicable sales rate tariff for which Customer would otherwise qualify, subject to change as may be approved by the IUB from time to time. “Facility” shall include all meters serving buildings under common ownership behind the same town border station (“TBS”).
Daily Firm Units:	4,210
Capacity Charge:	If applicable, the amount is set forth in Customer’s regular sales tariff schedule.
Commodity Charge:	All volumes received by Customer hereunder shall be charged a rate equal to the tariff margin component of Company’s rate then in effect under its sales rate schedule for such Customer. In addition, Customer must pay for all fixed gas costs assigned to Customer in the regular sales tariff rate. Fixed gas costs could include but are not limited to the following: Daily Firm Capacity Charges, and Annual Cost Adjustment Charges.
	Additional costs will be assigned as they are authorized by the FERC or the IUB to be charged for transportation services, including but not limited to take-or-pay costs, TCR costs, and GRI costs. In addition, all volumes delivered from system gas supply shall be charged the rate set forth in the appropriate Company’s sales tariff schedule.
Reconnect Charge:	An end-use customer receiving transportation service without system supply reserve service must pay a $5 reconnection charge when such customer requests to return to Company’s system supply.
Optional Services:	The following service, described in Company’s Tariff Sheet 61B, is available at Customer’s option:
	_________ Aggregation Service

     Customer has initialed which of the above listed optional services, if any, are desired by Customer and agrees to pay the charges associated therewith according to and as set forth in Company’s Tariff. Customer shall, upon request of Company, execute such agreements as Company deems necessary or appropriate to effectuate the above services.

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     4. Term: This Agreement shall remain in effect for a primary term of Ten (10 years from the date service commences hereunder, and thereafter from year to year until canceled by either party on six (6) months prior written notice to the other party. Notwithstanding the provisions of this Section, Customers transporting gas for seasonal non-winter peaking purposes lasting less than six months shall be allowed to transfer to sales service at any time after providing one month written notice, and do not have to be on transportation service for any specific period of time.

     5. Balancing: Customer agrees that nominated volumes and actual receipt and delivery volumes must balance. Customer is responsible for: (a) providing nominations which accurately reflect Customer’s expected consumption, and (b) balancing volumes consumed at the delivery points with deliveries to Company’s system. Failure to fulfill these responsibilities will result in Customer incurring balancing and/or scheduling charges described in Company’s Transportation Rate Schedule, which charges shall be in addition to any Company charges, and which charges shall change as the interstate pipeline changes its rates.

     6. Pipeline Charges; Capacity Assignment: Any charges Company incurs from a pipeline on behalf of Customer will be passed through to Customer. Such charges may include but are not limited to any other charges referenced in Sections 5 and 8 of this Agreement.

     7. Nominations: Customers are required to nominate daily. Customers requesting volumes to flow on the first day of any month must contact Company’s Gas Control Department via Company’s Internet-enabled electronic bulletin board, known as Gas Track Online (http://www.gastrackonline.com), and inform them of the volumes to be transported by receipt point(s) and delivery point(s). First of the month nominations and daily nominations via the Internet are due by 11:30 a.m. Central Time one day before the gas flows. Intra-day nomination for the 2^nd through the 31^st days of a month will be accepted until 5:00 p.m. Central Time. A confirmed pipeline nomination will also be accepted on a best effort basis on the day of gas flow. The Company shall have the right, in its sole discretion, to reject or change any nomination that it deems is being made in order to take unfair advantage of any tariff provision, including but not limited to, monthly cash out.

     8. Penalty for Unauthorized Takes When Service is Interrupted or Curtailed: If Customer fails to curtail its use of gas hereunder when requested to do so by Company, Customer shall be billed at the transportation charge, plus the cost of gas Company secures for Customer, plus the greater of either pipeline daily delivery variance charges or $20 per Mcf for gas used in excess of the volumes of gas to which Customer is limited. Company may in addition disconnect Customer’s supply of gas in the event of Customer’s failure to curtail its use thereof when requested by Company to do so.

     9. Billing and Payment: Bills shall be calculated in accordance with the applicable rate schedule each month and shall be payable monthly. Upon request, Company shall give Customer the approximate date on which Customer should receive its bill each month, and if a bill is not received or is lost, Company shall, upon request, issue a duplicate. Failure to receive a bill shall not relieve Customer from payment. The bill shall be considered rendered to Customer when deposited in the U.S. Mail with postage prepaid. If delivery is by other than U.S. Mail, the

3

bill shall be considered rendered when delivered to the last known address of the party responsible for payment. Bills become delinquent if not paid within twenty (20) days after rendering of the bill.

     Late payment penalties are assessed on the past due amount and shall not exceed one and one-half percent (1¹/2%) per month of the past due amount. The penalty date shall be not less than twenty (20) days after the rendering of the bill and shall be considered to have expired at office opening time of the next day after the date indicated on the bill. If the penalty date falls on a Saturday, Sunday or holiday, it will be extended to the next normal working day before the penalty is assessed.

     10. Notices: Notices required or otherwise given under this Agreement, except notices specifically allowed to be provided by facsimile, shall be given in writing and mailed by first class mail to the other party at the addresses provided below:

Company:	Customer:
Aquila, Inc.	Company: Amaizing Energy LLC
d/b/a Aquila Networks
Attention: Matt O’Reilly	Attention: Al Jentz
PO Box 68	Address: 2404 West Highway 30
1414 W. Broadway
Council Bluffs, IA 51501	Denison, IA 51142
Telephone: (712) 325-3001	Telephone: 712-263-2676
Fax: (712) 325-3038	Fax: 712-263-4134
Gas Supply Services Division
Attention: Marissa Birchard
1815 Capital
Omaha, NE 68102
Telephone: (402) 221-2673
Fax: (402) 829-2673

     11. Regulatory Commission Authority: The provisions of this Agreement are subject to Company’s Tariff, all valid legislation with respect to the subject matter hereof and to all present and future orders, rules, and regulations of the IUB and any other regulatory authorities having jurisdiction over (i) the transportation of natural gas contemplated hereunder, or (ii) the construction and operation of any facilities required to deliver said natural gas. Customer agrees that Company shall have the right to unilaterally make and to file with any and all regulatory bodies exercising jurisdiction, now or in the future, changes in rates or new rates or any other changes to Company’s Tariff, and that Customer shall be bound by such changes or new rates as are approved by such regulatory bodies. In the event of any conflict between the terms of this Agreement and the Tariff, the Tariff shall control.

4

     12. Acknowledgment of Transportation Risks: Customer hereby acknowledges and accepts the following risks and requirements associated with transporting gas:

(a)	the risk that Customer may incur penalties for unauthorized takes described in Section 12 of Company’s Tariff Sheet No. 61G, balancing and scheduling charges pursuant to Section 7 of Company’s Tariff Sheet No. 61D, and any charges Company incurs from the pipeline on behalf of Customer; and
(b)	that Customer must stop using gas when notified by Company or by Customer’s gas supplier of any interruption affecting Customer’s gas supply or transportation service.

     13. Entire Agreement: This Agreement and Company’s Tariff constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes and replaces all other prior or contemporaneous agreements between the parties regarding such subject matter.

     The parties have executed this Agreement effective the date first above written.

Aquila, Inc., d/b/a Aquila Networks		Amaizing Energy Corp., L.L.C. (Print customer name)
By:	/s/ Ivan Vancas	By	/s/ Sam J. Cogdill
	Name:  Ivan Vancas		Name: Sam Cogdill
	Title:   Operating VP		Title:   President

5

ADDENDUM TO
LARGE VOLUME TRANSPORTATION
SERVICE AGREEMENT

                                                                                                                    December JR

     This Addendum is made and entered into effective the 6th day of October 2004, by and between Aquila, Inc., d/b/a Aquila Networks (“Company”) and Amaizing Energy, L.L.C. (“Customer”).

     WHEREAS, Company and Customer have entered into an Large Volume Transportation Service Agreement dated December October 6, 2004 JR (the “Transportation Agreement”) pursuant to which Company agreed to transport on its distribution system quantities of gas on behalf of Customer on an interruptible basis, on the terms and conditions specified in the Transportation Agreement; and

     WHEREAS, Company and Customer desire to amend certain provisions of the Transportation Agreement.

     NOW THEREFORE, the parties agree as follows:

     1. Minimum Annual Throughput and Rate. Customer agrees to transport, under the Transportation Agreement, an annual total of at least 1, 306,153 MMBtu (“Minimum Annual Throughput”) during the period January 1, 2006 through December 31, 2015. Customer shall be responsible and shall pay to Company the following charges for the periods indicated or as otherwise applicable:

Customer Charge:	$150.00 per month
Monthly Transportation Charge:	$150.00 per month
Firm Demand Charge:	$2,109.21 per month (Maximum Daily Quantity of 4,210 MMBtu times $0.501)
Commodity Charge:	For all gas transported by Customer under the Transportation Agreement, including the Minimum Annual Throughput, Customer shall pay Company the Company’s regulated margin (“Commodity Charge”). The Commodity Charge for years 1 through 5 shall be $0.035/MMBtu. For years 6-10 the respective Commodity Charge shall be $0.03605, $0.03713, $0.03939, $0.04.

     All other charges applicable to transportation service provided to Customer, as set forth in Company’s tariff, shall apply to gas transported under the Transportation Agreement. If Customer does not transport at least the Minimum Annual Throughput during the appropriate throughput periods, Customer will pay at the end of each year to Company the appropriate rate multiplied by the difference between the actual throughput and the Minimum Annual

6

Throughput. Such payment shall not be used as a credit for any gas transported in years subsequent to the throughput period.

     2. Transportation of Additional Quantities. Subject to the Transportation Agreement, Company agrees to transport to Customer additional quantities of gas delivered to Company by or on behalf of Customer to Company at such times that there is adequate distribution system capacity, and according to Company’s currently effective tariff.

     3. Term. The Transportation Agreement shall remain in effect for ten (10) years from the date service commences hereunder (“Original Term”). The terms of this addendum shall remain in effect after the Original Term until a new agreement can be executed by both parties. The parties agree to negotiate, in good faith, a replacement Transportation Agreement to be effective upon the expiration of the Original Term.

     4. Penalty for Confiscation of Gas: If Company fails to deliver Customer’s gas, which has been confirmed and delivered to the TBS for Customer’s use, and Company’s failure is not otherwise excused by any provisions of the Transportation Agreement, a reason of force majeure, or applicable interstate pipeline curtailment statutes and regulations, then Company will pay Customer an amount equal t the undelivered volume times the Customers cost for the time frame of the confiscation upon customer presenting verifiable costs to the Company.

     5. Regulatory Jurisdiction. If any regulatory body directly or indirectly asserts jurisdiction and significantly changes the rules and regulation applicable to the Transportation Agreement, which thereby makes performance hereunder commercially impracticable by either Party, then the party so affected shall have the right to terminate the Transportation Agreement upon thirty (30) days written notice to the other.

     6. Effect of Addendum. Except as otherwise provided herein, the Transportation Agreement shall remain in full force and effect according to their respective terms.

     IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.

Aquila, Inc., d/b/a Aquila Networks		Amaizing Energy, L.L.C. (Print customer name)
By:	/s/ Ivan Vancas	By	/s/ Sam J. Cogdill
	Name: Ivan Vancas		Name: Sam Cogdill
	Title:   Operating VP		Title:   President

7

EX-10.4

Exhibit 10.4

ASSIGNMENT and PLEDGE AGREEMENT

(Electric Service Agreement)

     Amaizing Energy, LLC (“Assignor”), an Iowa limited liability company, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to CoBank, ACB (“Assignee”), all of Assignor’s right, title and interest in and to:

That certain Agreement for Electric Service (“Agreement for Electric Service”) between Assignor, and Harrison County Rural Electric Cooperative. (“Harrison County REC”) dated as of October 29, 2004, pursuant to which the Harrison County REC will transmit and distribute electric power and energy to Assignor pursuant to the terms contained in such Agreement for Electric Service

to secure payment and performance of all obligations of Assignor to Assignee under that certain Master Loan Agreement, that certain Construction and Revolving Term Loan Supplement, that certain Statused Revolving Credit Supplement, and that certain Non-Revolving Credit Supplement, all between Assignor and Assignee, which by this reference are made a part hereof.

     It is the intention of Assignor that by this assignment Assignee shall acquire all of the rights previously enjoyed by Assignor as owner under the Agreement for Electric Service and that Assignee shall be a secured creditor holding a security interest in the Agreement for Electric Service.

     Assignor agrees to execute such other documents as may reasonably be requested by Assignee, from time to time to evidence the above and foregoing assignment.

Dated: February 11 , 2005	Amaizing Energy, LLC
	By:	/s/ Sam J. Cogdill
		Samuel Cogdill, Chairman

By its execution hereof, Harrison County Rural Electric Cooperative consents to and acknowledges the foregoing collateral assignment of the described agreement.

	Harrison County Rural Electric Cooperative
Dated February          , 2005	By:
		Its:
STATE OF IOWA                     )
)ss.
COUNTY OF CRAWFORD      )

     On this 11^th day of February, 2005, before me, the undersigned, a Notary Public personally appeared Samual Cogdill, Chairman of Amaizing Energy,LLC on behalf of said entity, who executed the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed.

SEAL     ANGEL R. JEPSEN	/s/ Angel Jepsen
Commission Number 727183	Angel Jepson      Notary Public
My Commission Expires	In and for said State
March 2, 2007	My commission expires: March 2, 2007

STATE OF                                  )

                                                      )ss.

COUNTY OF                               )

     On this                      day of February, 2005, before me, the undersigned, a Notary Public, personally appeared                                         , the                                          of Harrison County Rural Electric Cooperative on behalf of said entity, who executed the foregoing instrument, and acknowledged that s/he executed the same as his/her voluntary act and deed.

                                                                                  
                                                                                 Notary Public
In and for said State
My commission expires:                     

EX-10.5

Exhibit 10.5

ASSIGNMENT and PLEDGE AGREEMENT

(Large Volume Transportation Service Agreement)

     Amaizing Energy, LLC (“Assignor”), an Iowa limited liability company, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to CoBank, ACB (“Assignee”), all of Assignor’s right, title and interest in and to:

That certain Large Volume Transportation Service Agreement (“Large Volume Transportation Service Agreement”) between Assignor and Aquila, Inc. d/b/a Aquila Networks (“Aquila”) dated as of the 6^th day of December, 2004 pursuant to which the Aquila will furnish transportation of Assignor’s natural gas to Assignor pursuant to the terms contained in such Large Volume Transportation Service Agreement.

to secure payment and performance of all obligations of Assignor to Assignee under that certain Master Loan Agreement, that certain Construction and Revolving Term Loan Supplement, that certain Statused Revolving Credit Supplement, and that certain Non-Revolving Credit Supplement, all between Assignor and Assignee, which by this reference are made a part hereof.

     It is the intention of Assignor that by this assignment Assignee shall acquire all of the rights and obligations previously enjoyed by Assignor as owner under the Large Volume Transportation Service Agreement.

     Assignor agrees to execute such other documents as may reasonably be requested by Assignee, from time to time to evidence the above and foregoing assignment.

Dated: February 11, 2005	Amaizing Energy, LLC
	By:	/s/ Sam J. Cogdill
		Samuel Cogdill, Chairman

By its execution hereof, Aquila, Inc. d/b/a Aquila Networks consents to and acknowledges the foregoing collateral assignment of the described agreement.

	Aquila, Inc. d/b/a Aquila Networks
Dated February          , 2005	By:
		Its:
STATE OF IOWA                     )
)ss.
COUNTY OF CRAWFORD      )

     On this 11^th day of February, 2005, before me, the undersigned, a Notary Public personally appeared Samual Cogdill, Chairman of Amaizing Energy,LLC on behalf of said entity, who executed the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed.

SEAL     ANGEL R. JEPSEN	/s/ Angel Jepsen
Commission Number 727183	Angel Jepson      Notary Public
My Commission Expires	In and for said State
March 2, 2007	My commission expires: March 2, 2007

STATE OF                                  )

                                                      )ss.

COUNTY OF                               )

     On this                      day of February, 2005, before me, the undersigned, a Notary Public, personally appeared                                         , the                                          of Aquila, Inc. d/b/a Aquila Networks on behalf of said entity, who executed the foregoing instrument, and acknowledged that s/he executed the same as his/her voluntary act and deed.

                                                             
                                                            Notary Public
In and for said State
My commission expires:                     

EX-10.6

Exhibit 10.6

ASSIGNMENT and PLEDGE AGREEMENT

(Through Put Service Agreement)

     Amaizing Energy, LLC (“Assignor”), an Iowa limited liability company, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to CoBank, ACB (“Assignee”), all of Assignor’s right, title and interest in and to:

That certain Natural Gas Transportation Agremeent (“Through Put Service Agreement”) between Assignor and Northern Natural Gas, pursuant to which the Northern Natural Gas will furnish transportation of Assignor’s natural gas to Assignor pursuant to the terms contained in such Through Put Service Agreement

to secure payment and performance of all obligations of Assignor to Assignee under that certain Master Loan Agreement, that certain Construction and Revolving Term Loan Supplement, that certain Statused Revolving Credit Supplement, and that certain Non-Revolving Credit Supplement, all between Assignor and Assignee, which by this reference are made a part hereof.

     It is the intention of Assignor that by this assignment Assignee shall acquire all of the rights and obligations previously enjoyed by Assignor as owner under the Through Put Service Agreement.

     Assignor agrees to execute such other documents as may reasonably be requested by Assignee, from time to time to evidence the above and foregoing assignment.

Dated: February 11, 2005	Amaizing Energy, LLC
	By:	/s/ Sam J. Cogdill
		Samuel Cogdill, Chairman

By its execution hereof, Northern Natural Gas consents to and acknowledges the foregoing collateral assignment of the described agreement.

	Northern Natural Gas
Dated February          , 2005	By:
		Its:
STATE OF IOWA                     )
)ss.
COUNTY OF CRAWFORD      )

     On this 11^th day of February, 2005, before me, the undersigned, a Notary Public personally appeared Samual Cogdill, Chairman of Amaizing Energy,LLC on behalf of said entity, who executed the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed.

SEAL     ANGEL R. JEPSEN	/s/ Angel Jepsen
Commission Number 727183	Angel Jepson      Notary Public
My Commission Expires	In and for said State
March 2, 2007	My commission expires: March 2, 2007

STATE OF                                  )

                                                      )ss.

COUNTY OF                               )

     On this                      day of February, 2005, before me, the undersigned, a Notary Public, personally appeared                                         , the                                          of Northern Natural Gas on behalf of said entity, who executed the foregoing instrument, and acknowledged that s/he executed the same as his/her voluntary act and deed.

                                                             
                                                            Notary Public
In and for said State
My commission expires:                     

EX-10.7

Exhibit 10.7

Base Contract for Sale and Purchase of Natural Gas

     This Base Contract is entered into as of the following date: 8-08-05. The parties to this Base Contract are the following:

Cornerstone Energy, Inc.	and	Amaizing Energy, LLC
11011 Q Street, Suite 106A, Omaha, NE 68137		2404 W Hwy 30, Denison, Iowa 51442
Duns Number: 114371912		Duns Number: 120353755
Contract Number:		Contract Number:
U.S. Federal Tax ID Number: 74-304-7168		U.S. Federal Tax ID Number: 42-1522123
Notices:
11011 Q Street, Suite 106A, Omaha, NE 68137		2404 W Hwy 30, Denison, Iowa 51442
Attn: Contract Administration		Attn:
Phone: 402-829-940 Fax: 402-829-3901		Phone: 1-800-590-2827 Fax: 712-263-4134
Confirmation:
11011 Q Street, Suite 106A, Omaha, NE 68137		same as above
Attn: Contract Administration		Attn:
Phone: 402-829-940 Fax: 402-829-3901		Phone:
Invoices and Payments:
Invoices: 11011 Q Street, Suite 106A, Omaha, NE 68137		same as above
Attn: Accounts Payable
Check Payments: P.O. Box 3807, Omaha, NE 68103		Phone:
Wire Transfer of ACH Numbers (if applicable):
BANK: Commercial Federal Bank		BANK:
ABA: 304072080		ABA:
ACCT: 93873670		ACCT:
Other Details: Customer Account # with Cornerstone		Other Details:

This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section:

Section 1.2	n	Oral (default) – backed up by written	Section 7.2	n	25 th Day of Month following Month of
Transaction		Transaction Confirmation.	Payment Date		delivery (default)
Procedure	q	Written		q	_______ Day of Month following Month of delivery
Section 2.5	n	2 Business Days after receipt (default)	Section 7.2	n	Wire transfer (default)
Confirm	q	_______ Business Days after receipt	Method of	q	Automated Clearinghouse Credit (ACH)
			Payment	q	Check
Section 2.6	q	Seller (default)	Section 7.7	n	Netting applies (default)
Confirming	q	Buyer	Netting	q	Netting does not apply
Party	n	Cornerstone Energy _______________
Section 3.2	n	Cover Standard (default)	Section 10.3.1	n	Early Termination Damages Apply (default)
Performance Obligation	q	Spot Price Standard	Early. Termination		Early Termination. Damages Do Not Apply
			Damages
Note: The following Spot Price Publication applies to both of the immediately preceding.			Section 10.3.2 Other Agreement	n q	Other Agreement Setoffs Apply (default) Other Agreement Setoffs Do Not Apply
Section 2.26	n	Gas Daily Midpoint (default)	Setoffs
Spot Price	q	____________________________	Section 14.5
			Choice Of Law		_____________Iowa________________________
Section 6	n	Buyer Pays At and After Delivery Point	Section 14.10	n	Confidentiality applies (default)
Taxes		(default)	Confidentiality	q	Confidentiality does not apply
	q	Seller Pays Before and At Delivery Point
n Special Provisions Number of sheets attached: two(2)
q Addendum(s): None

IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate.

CORNERSTONE ENERGY, INC. Party Name	AMAIZING ENERGY, LLC Party Name
By	By	/a/ Alan H. Jentz
Name:	Name:
Title:	Title:	General Manager

Copyright © 2002 North American Energy Standards Board, Inc.		NAESB Standard 6.3.1
All Rights Reserved	Page 1 of 11	April 19, 2002

General Terms and Conditions
Base Contract for Sale and Purchase of Natural Gas

SECTION 1. PURPOSE AND PROCEDURES

1.1. These General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. “Buyer” refers to the party receiving Gas and “Seller” refers to the party delivering Gas. The entire agreement between the parties shall be the Contract as defined in Section 2.7.

The parties have selected either the “Oral Transaction Procedure” or the “Written Transaction Procedure” as indicated on the Base Contract.

Oral Transaction Procedure:

1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement of the parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties.

Written Transaction Procedure:

1.2. The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction. Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3.

1.3. If a sending party’s Transaction Confirmation is materially different from the receiving party’s understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party’s agreement to the terms of the transaction described in the sending party’s Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence.

1.4. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the requirements of this Base Contract. However, nothing herein shall be construed as a waiver of any objection to the admissibility of such evidence.

SECTION 2. DEFINITIONS

The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere in the Contract and shall have the meanings ascribed to them herein.

2.1. “Alternative Damages” shall mean such damages, expressed in dollars or dollars per MMBtu, as the parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or

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to receive Gas in the case of Buyer.

2.2. “Base Contract” shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein and any Special Provisions and addendum(s) as identified on page one.

2.3. “British thermal unit” or “Btu” shall mean the International BTU, which is also called the Btu (IT).

2.4. “Business Day” shall mean any day except Saturday, Sunday or Federal Reserve Bank holidays.

2.5. “Confirm Deadline” shall mean 5:00 p.m. in the receiving party’s time zone on the second Business Day following the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party’s time zone, it shall be deemed received at the opening of the next Business Day.

2.6. “Confirming Party” shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other party.

2.7. “Contract” shall mean the legally-binding relationship established by (i) the Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation.

2.8. “Contract Price” shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of
Gas as agreed to by the parties in a transaction.

2.9. “Contract Quantity” shall mean the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction.

2.10. “Cover Standard”, as referred to in Section 3.2, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to (i) if Buyer is the performing party, obtain Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area as applicable, consistent with the amount of notice provided by the nonperforming party; the immediacy of the Buyer’s Gas consumption needs or Seller’s Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party.

2.11. “Credit Support Obligation(s)” shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to this Contract such as an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, a performance bond, guaranty, or other good and sufficient security of a continuing nature.

2.12. “Day” shall mean a period of 24 consecutive hours, coextensive with a “day” as defined by the Receiving Transporter in a particular transaction.

2.13. “Delivery Period” shall be the period during which deliveries are to be made as agreed to by the parties in a transaction.

2.14. “Delivery Point(s)” shall mean such point(s) as are agreed to by the parties in a transaction.

2.15. “EDI” shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract.

2.16. “EFP” shall mean the purchase, sale or exchange of natural Gas as the “physical” side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of “Firm”, provided that a party’s excuse for nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act.

2.17. “Firm” shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.

2.18. “Gas” shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane.

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2.19. “Imbalance Charges” shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for
failure to satisfy the Transporter’s balance and/or nomination requirements.

2.20. “Interruptible” shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter.

2.21. “MMBtu” shall mean one million British thermal units, which is equivalent to one dekatherm.

2.22. “Month” shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the
commencement of the first Day of the next calendar month.

2.23. “Payment Date” shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas
received by Buyer in the previous Month.

2.24. “Receiving Transporter” shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter,
the Transporter delivering Gas at a Delivery Point.

2.25. “Scheduled Gas” shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management.

2.26. “Spot Price “ as referred to in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no single price published for such location for such Day, but there is published a range of prices, then the Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first Day for which a price or range of prices is published that next follows the relevant Day.

2.27. “Transaction Confirmation” shall mean a document, similar to the form of Exhibit A, setting forth the terms of a transaction
formed pursuant to Section 1 for a particular Delivery Period.

2.28. “Termination Option” shall mean the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation.

2.29. “Transporter(s)” shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a
transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular transaction.

SECTION 3. PERFORMANCE OBLIGATION

3.1. Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a transaction.

The parties have selected either the “Cover Standard” or the “Spot Price Standard” as indicated on the Base Contract.

Cover Standard:

3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s); or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s); or (iii) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available, then the sole and exclusive remedy of the performing party shall be any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller and received by Buyer for such Day(s). Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

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Spot Price Standard:

3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

3.3. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing
by both parties.

3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated.

SECTION 4. TRANSPORTATION, NOMINATIONS, AND IMBALANCES

4.1. Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s). Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s).

4.2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s). Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party.

4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer.

SECTION 5. QUALITY AND MEASUREMENT

All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter.

SECTION 6. TAXES

The parties have selected either “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract.

Buyer Pays At and After Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

Seller Pays Before and At Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

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SECTION 7. BILLING, PAYMENT, AND AUDIT

7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month’s billing or as soon thereafter as actual delivery information is available.

7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or before the later of the Payment Date or 10 Days after receipt of the invoice by Buyer; provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date; In the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this Section 7.2.

7.3. In the event payments become due pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from the nonperforming party will be due five Business Days after receipt of invoice.

7.4. If the invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such invoiced party will pay such amount as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in industry practice to support the amount paid or disputed. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section.

7.5. If the invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rates” by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

7.6. A party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and substantiation of such inaccuracy.

7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with Section 7; provided that no payment required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the parties have executed a separate netting agreement, the terms and conditions therein shall prevail to the extent inconsistent herewith.

SECTION 8. TITLE, WARRANTY, AND INDEMNITY

8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s).

8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 14.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.

8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys’ fees and costs of court (“Claims”), from any and all persons, arising from or out of claims of title, personal injury or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury or property damage from said Gas or other charges thereon which attach after title passes to Buyer.

8.4. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5.

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SECTION 9. NOTICES

9.1. All Transaction Confirmations, invoices, payments and other communications made pursuant to the Base Contract (“Notices”) shall be made to the addresses specified in writing by the respective parties from time to time.

9.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered.

9.3. Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party’s receipt of its facsimile machine’s confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered five Business Days after mailing.

SECTION 10. FINANCIAL RESPONSIBILITY

10.1. If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party (“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y), X may demand Adequate Assurance of Performance. “Adequate Assurance of Performance” shall mean sufficient security in the form, amount and for the term reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or a performance bond or guaranty (including the issuer of any such security).

10.2. In the event (each an “Event of Default”) either party (the “Defaulting Party”) or its guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; or (viii) not have paid any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; then the other party (the “Non-Defaulting Party”) shall have the right, at its sole election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder.

10.3. If an Event of Default has occurred and is continuing, the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a “Terminated Transaction”. On the Early Termination Date, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law or that are, in the reasonable opinion of the Non-Defaulting Party, commercially impracticable to liquidate and terminate (“Excluded Transactions”), which Excluded Transactions must be liquidated and terminated as soon thereafter as is reasonably practicable, and upon termination shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1.

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The parties have selected either “Early Termination Damages Apply” or “Early Termination Damages Do Not Apply” as indicated on the Base Contract.

Early Termination Damages Apply:

     10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each Terminated Transaction. The Non-Defaulting Party shall (x) liquidate and accelerate each Terminated Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable manner as of the Early Termination Date (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions).

For purposes of this Section 10.3.1, “Contract Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the Contract Price, and “Market Value” means the amount of Gas remaining to be delivered or purchased under, a transaction multiplied by the market price for a similar transaction at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the length of the term and differences in transportation costs. A party shall not be required to enter into a replacement transaction(s) in order to determine the Market Value. Any extension(s) of the term of a transaction to which parties are not bound as of the Early Termination Date (including but not limited to “evergreen provisions”) shall not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option pursuant to which one party has the right to extend the term of a transaction shall be considered in determining Contract Values and Market Values. The rate of interest used in calculating net present value shall be determined by the Non-Defaulting Party in a commercially reasonable manner.

Early Termination Damages Do Not Apply:

     10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by the party that owes such payment under this Contract.

The parties have selected either “Other Agreement Setoffs Apply” or “Other Agreement Setoffs Do Not Apply” as indicated on the Base Contract.

Other Agreement Setoffs Apply:

     10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff (i) any Net Settlement Amount owed to the Non-Defaulting Party against any margin or other collateral held by it in connection with any Credit Support Obligation relating to the Contract; or (ii) any Net Settlement Amount payable to the Defaulting Party against any amount(s) payable by the Defaulting Party to the Non-Defaulting Party under any other agreement or arrangement between the parties.

Other Agreement Setoffs Do Not Apply:

     10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any Net Settlement Amount owed to the Non-Defaulting Party against any margin or other collateral held by it in connection with any Credit Support Obligation relating to the Contract.

10.3.3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or setoff pursuant to Section 10.3.2 shall be discounted to net present value in a commercially reasonable manner determined by the Non-Defaulting Party.

10.4. As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount, provided that failure to give such Notice shall not affect

Copyright © 2002 North American Energy Standards Board, Inc.		NAESB Standard 6.3.1
All Rights Reserved	Page 8 of 11	April 19, 2002

the validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party. The Net Settlement Amount shall be paid by the close of business on the second Business Day following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rates” by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

10.5. The parties agree that the transactions hereunder constitute a “forward contract” within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each “forward contract merchants” within the meaning of the United States Bankruptcy Code.

10.6. The Non-Defaulting Party’s remedies under this Section 10 are the sole and exclusive remedies of the Non-Defaulting Party with respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract.

10.7. With respect to this Section 10, if the parties have executed a separate netting agreement with close-out netting provisions,
the terms and conditions therein shall prevail to the extent inconsistent herewith.

SECTION 11. FORCE MAJEURE

11.1. Except with regard to a party’s obligation to make payment(s) due under Section 7, Section 10.4, and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term “Force. Majeure” as employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2.

11.2. Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance.

11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; or (v) the loss or failure of Seller’s gas supply or depletion of reserves, except, in either case, as provided in Section 11.2. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges.

11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial
disturbances shall be within the sole discretion of the party experiencing such disturbance.

11.5. The party whose performance is prevented by Force Majeure must provide Notice to the other party. Initial Notice may be given orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written Notice of Force Majeure to the other party, the affected party will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event.

11.6. Notwithstanding Sections 11.2 and 11.3, the parties may agree to alternative Force Majeure provisions in a Transaction
Confirmation executed in writing by both parties.

SECTION 12. TERM

This Contract may be terminated on 30 Day’s written Notice, but shall remain in effect until the expiration of the latest Delivery Period of any transaction(s). The rights of either party pursuant to Section 7.6 and Section 10, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract or any transaction.

Copyright © 2002 North American Energy Standards Board, Inc.		NAESB Standard 6.3.1
All Rights Reserved	Page 9 of 11	April 19, 2002

SECTION 13. LIMITATIONS

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. A PARTY’S LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

SECTION 14. MISCELLANEOUS

14.1. This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder.

14.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract.

14.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach.

14.4. This Contract sets forth all understandings between the parties respecting, each transaction subject hereto, and any prior contracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by both parties.

14.5. The interpretation and performance of this Contract shall be governed by the laws of the jurisdiction as indicated on the Base
Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction.

14.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any
governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof.

14.7. There is no third party beneficiary to this Contract.

14.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby.

14.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this
Contract between the parties and shall not be used to construe or interpret the provisions of this Contract.

14.10. Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, or (iv) to the extent such information is delivered

Copyright © 2002 North American Energy Standards Board, Inc.		NAESB Standard 6.3.1
All Rights Reserved	Page 10 of 11	April 19, 2002

to such third party for the sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction.

In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party.

14.11 The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a Transaction Confirmation executed in writing by both parties.

DISCLAIMER: The purposes of this Contract are to facilitate trade, avoid misunderstandings and make more definite the terms of contracts of purchase and sale of natural gas. Further, NAESB does not mandate the use of this Contract by any party. NAESB DISCLAIMS AND EXCLUDES, AND ANY USER OF THIS CONTRACT ACKNOWLEDGES AND AGREES TO NAESB’S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT.

Copyright © 2002 North American Energy Standards Board, Inc.		NAESB Standard 6.3.1
All Rights Reserved	Page 11 of 11	April 19, 2002

EXHIBIT A

TRANSACTION CONFIRMATION
FOR IMMEDIATE DELIVERY

Letterhead/Logo	Date:                                                            ,
	Transaction Confirmation #:

This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated _________. The terms of this Transaction Confirmation are binding unless disputed in writing within 2 Business Days of receipt unless otherwise specified in the Base Contract.
SELLER:	BUYER:
	Amaizing Energy, LLC
	2404 W Hwy 30
	Denison, Iowa 51442
Attn:	Attn:
Phone:	Phone: 1-800-590-2827
Fax:	Fax: 712-263-4134
Base Contract No.	Base Contract No.
Transporter:	Transporter:
Transporter Contract Number:	Transporter Contract Number:
Contract Price: $____________/MMBtu or
Delivery Period: Begin:________________,____________ End: __________________, ____________
Performance Obligation and Contract Quantity: (Select One)
Firm (Fixed Quantity):                                                              Firm (Variable Quantity):                                             Interruptible:
, MMBtus/day                                                                 ;  MMBtus/day Minimum                                     Up to        MMBtus/day
o EFP                                                                                                       MMBtus/day Maximum
Subject to Section 4.2 at election of
o Buyer of o Seller
Delivery Point(s):
(If a pooling point is used, list a specific geographic and pipeline location):
Special Conditions:
Seller:	Buyer: Amaizinq Energy, LLC
By:	By:
Title:	Title:
Date:	Date:

Cornerstone Energy Transaction Confirmation

Page 1

This Transaction Confirmation confirms the agreement between Cornerstone Energy, Inc. (Seller) and Amaizing Energy, LLC (Buyer) regarding the purchase and sale of natural gas as of Aug 8th, 2005. The Transaction Confirmation is subject to the Terms and Conditions set forth herein and in the NAES Base Contract between the parties.

Acct #:                                        þ New Acct                      Base Contract #:                   Trans. Conf. #:

Contract Term                                                                       Transaction Type                                                MDQ

Start: August 1, 2005                End: July 31, 2006          o Firm          o Secondary Firm           o Interruptible

Delivery Point	Delivery Information
þ Into-the-Pipe	Pipeline Name: Northern Natural Gas Co	LDC: Aquila Networks
o LDC City Gate	Zone/Line Segment: Zone ABC	LDC Acct#:
o Direct Connect	POI #:	City/State: Denison, IA

Contract Volumes to the Delivery Point (MMBtu): (Specify Year) (Designate multiple sites and associated volumes on Page 3.)

MDQ
Year	Jan		Feb		Mar		Apr		Jun			Jul		Aug		Sept		Oct		Nov		Dec		Total
2005															62,000		60,000		93,000		90,000		93,000		398,000
2006		93,000		84,000		93,000		90,000		93,000	90,000		93,000												636,000
Total		93,000		84,000		93,000		90,000		93,000	90,000		93,000		62,000		60,000		93,000		90,000		93,000		1,034,000

Billable Volume: þ Actual Consumption     o Nominations

Contract Price at the Delivery Point                                        Prices stated in: þ MMBtu o Other                      

For the Monthly Contract Volumes stated above

 þ Index Price:          Based on index for deliveries to NNG Ventura as published in Inside FERC plus $                     plus fuel

Natural gas will be billed as it flows through the meter in the following order: (1) Fixed, Basis, or NYMEX price; (2) Spot or Index Price. Cost components not included in the Contract Price, but incurred by Seller will be billed to Buyer at the applicable market rate.

Fuel on Interstate Pipeline

o Is included in the Contract Price          þ Will be billed by Seller to Buyer

If Fuel is not included in the Contract Price, it will be billed based on:

þ The monthly index price for gas delivered to the Delivery Point specified herein

o The fixed price for gas delivered to the Delivery Point specified herein

Evergreen Pricing Provisions

Should Seller continue to deliver to Buyer beyond the term of this Ordering Exhibit, said deliveries will be made thereafter for successive 30 day extensions, until terminated by either party by giving written notice not less than thirty (30) days prior to the expiration of the applicable one-year term extension. The default “Evergreen Price” will equal the Gas Daily Average for deliveries to NNG Venture as published in Inside FERC plus applicable transportation, fuel, and any other charges associated with the delivery of gas for the month in which the delivery occurred. The default “Evergreen Volume” shall equal the previous calendar year’s monthly consumption in MMBtu for the applicable month unless otherwise designated by Buyer.

Cash-Out     Monthly imbalances managed by: þ Cornerstone per the provisions below          o Utility per tariff
                                                                             o Cornerstone per the Balance Service Contract with Buyer

Monthly Imbalance Cash Out Provisions

The Index price for volumes below or in excess of the Monthly Contract Volumes will be billed based upon the gas daily daily midpoint rate for the month of delivery plus all applicable transportation, fuel, and other delivery charges associated with the delivery of gas to the customer’s citygate.

Cornerstone Energy Transaction Confirmation

Page 1

Nominations, Scheduling, and Daily Balancing				Storage
Responsibility:	Buyer	Seller	Not Applicable
Nominations	o	þ	o	o Buyer assigns its pipeline storage account to Seller
Scheduling	o	þ	o	o Buyer assigns its Utility storage account to Seller
Daily Balance	o	þ	o	þ Not applicable

Special Provisions

Seller will provide daily balancing services for Buyer. The daily balancing service is intended for typical daily variances for ongoing plant operation. This daily swing range will be plus or minus 25% of the daily nomination in addition to the penalty free tolerance allowed by the LDC. Daily variations beyond this tolerance will be balanced on a best efforts basis and would potentially include buying/selling gas on an intraday basis at intraday prices. Daily cashout for variances from baseload volumes within the provided tolerance range will e Gas Daily Daily Midpoint plus $.025 (buy) or Gas Daily Daily Midpoint minus $.025 (sell). For SOL or critical days, consumption must be less than or equal to the amount of gas delivered. Buyer will not incur LDC tiered monthly imbalance cashouts.

Site(s) Covered by Transaction Confirmation (Invoices will include tax unless customer has provided Cornerstone an exemption certificate for each site.)

Facility Name:	Amaizing Energy, LLC	Tax Exempt*:	o Yes þ No
Street Address:	2404 W Hwy 30	Inside City Limits:	o Yes þ No
City, State, Zip:	Denison, IA 51442	County: Crawford
Utility Account #:		Utility: Aquila Networks
Buyer’s Address
Company Name:	FC Stone	Contact: Corny Boersma
Street Address:	10330 NW Prairie View Road	Phone: 816-457-6277
City, State, Zip:	Kansas City, MO 64157	Fax: 816-891-9190
Billing Address (if different)
Company Name:		Attn:
Street Address:		Phone:
City, State Zip:		Fax:

Buyer:	Signature: /s/ Alan H. Jentz
Amaizing Energy, LLC
	Title: General Manager	Date: Aug 8, 2005
Seller:	Signature:
	Title Vice President, Sales
Cornerstone Energy, LLC		Date:

IF ANY OF THE ABOVE TERMS ARE CONTRARY TO YOUR UNDERSTANDING OF OUR AGREEMENT, PLEASE NOTIFY US IN WRITING SPECIFYING YOUR OBJECTIONS. FAILURE TO SO NOTIFY US WITHIN TWO (2) BUSINESS DAYS OF THE DATE OF THIS TRANSACTION CONFIRMATION CONSTITUTES YOUR ACCEPTANCE OF THE TERMS SPECIFIED HEREIN.

SPECIAL PROVISIONS

Special Provisions to Base Contract for Sale and Purchase of Natural Gas (NAESB) dated ___, 2005 between Cornerstone Energy, Inc. (Seller) and Amaizing Energy, LLC (Buyer).

If the terms of these Special Provisions and the other terms of the Base Contract conflict, the terms of these Special Provisions shall govern. Any definitions used in the Base Contract, unless otherwise defined in these Special Provisions, shall have the same meaning in these Special Provisions.

Any references herein to “General Teems and Conditions” shall mean the document attached to and foaming part of the Base Contract entitled “General Terms and Conditions Base Contract for Sale and Purchase of Natural Gas” and setting forth the General Teems and Conditions of the agreement between the parties.

Any reference to a Section in these Special Provisions refers to the same Section of the General Teims and Conditions to the Base Contract.

SECTION 4 — TRANSPORATION, NOMINATIONS, AND IMBALANCES

The following sentence is added to paragraph 4.1:

The Delivering Pipeline for the purposes of this Agreement is the Northern Natural Gas Pipeline. All deliveries shall be as described in the Delivering Pipeline’s tariffs, which terms and conditions are incorporated herein by reference. The Delivery Point for the purposes of this Agreement is the point at which the six inch pipeline owned by Seller connects to Denison, Iowa #1, POI 2828 located on Aquila Networks utility system located at the facilities of Buyer.

SECTION 6 — TAXES

Delete the paragraph following the title “Buyer Pays At and After Delivery Point” and replace it with the following:

To the extent permitted by law, Buyer will be responsible for and will pay all taxes and assessments assessed against the natural gas and services being sold to Buyer after the natural gas has been received at the final delivery point, (including any gas revenue tax and Iowa natural gas replacement delivery tax). If Buyer is entitled to a tax exemption, it is Buyer’s responsibility to provide Seller with evidence of such.

SECTION 10 — FINANCIAL RESPONSIBILITY

Paragraphs 10.1, 10.2 and 10.3 are deleted in their entirety and is replaced with the following:

10.1 To the extent reasonably requested, each party shall provide to the other party the financial information necessary to perform a credit evaluation of the other party. If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party (“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y), X may demand Adequate Assurance of Performance. “Adequate Assurance of Performance” shall mean sufficient security in the faun, amount and for the teen reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or a performance bond or guaranty (including the issuer of any such security)

10.2 Each of the following events shall constitute an “Event of Default” under the Contract: either party (the “Defaulting Party”) or its guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or

substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; or (viii) not have paid any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due. Upon an Event of Default as described above, the other party (the “Non-Defaulting Party”) shall give the Defaulting Party written notice of said Event of Default, and the Defaulting Party shall have 8 days from the date of the Notice in which to cure said Event of Default (the “Cure Period”). Upon expiration of the Cure Period, if the Defaulting Party has not cured the Event of Default, the Non-Defaulting Party shall have the right, at its sole election, to withhold and/or suspend deliveries or payments and/or to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder.

Paragraph 10.3 is deleted in its entirety and is replaced with the following:

10.3 If an Event of Default has occurred, the Non-Defaulting Party shall have the right, by its Notice to the Defaulting Party, to designate a Day, no earlier than 8 Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a “Terminated Transaction.” On the Early Termination Date, if the Defaulting Party has not cured the Event of Default, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law or that are, in the reasonable opinion of the Non-Defaulting Party, commercially impracticable to liquidate and terminate (“Excluded Transactions”), which Excluded Transactions must be liquidated and terminated as soon thereafter as is reasonably practicable, and upon termination shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1.

A Paragraph 14.1 is deleted in its entirety and is replaced with the following:

14.1 Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, or (iv) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction.

In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party. Notwithstanding the foregoing, notification to the non-disclosing party shall not be required if disclosure of such material term is required by a governmental body or applicable law due to either party becoming a publicly reporting company.

dd as Section 14.12 of the Miscellaneous Section

14.12 Seller will provide index pricing and NYMEX basis pricing under normal payment terms per the NAESB Base Contract. Seller will provide NYMEX locks for Buyer subject to a maximum out of the

money (OOM) position of $500,000. The OOM position is defined as the difference between the total aggregate NYMEX contract volume weighted average price and the total aggregate volume weighted average price based upon the NYMEX market settlement on the most recent settlement. This determination will be by Seller. Seller will include substantiation to Buyer of required assurance amount (OOM amount in excess of $500,000). Buyer will provide assurances in the form of a Letter of Credit agreement (LOC) to cover OOM amounts or a cash deposit to cover the OOM position in excess of $500,000. Buyer will implement a reserve on behalf of Buyer per the LOC, or provide a cash deposit via wire payment to Seller, either within 5 days of notification of Buyer by Seller of required assurance. If Buyer does not provide assurance as requested, and in the absence of a reasonable dispute as the OOM amount, Seller will be deemed to be in default and remedies described in NAESB Section 10 will apply. In the event that the OOM amount drops back to within the $500,000 limitation for 10 consecutive market days, then the Seller will net the deposit amount back to the Buyer on the next scheduled bill, or Buyer may cancel the LOC reserve, whichever applies. If NYMEX contract locks are requested for periods that exceed 9 months, Seller at it’s sole discretion has the right to impose volume limitations depending upon the level of gas market prices. In any case, the OOM limitation applies to any outstanding NYMEX positions. Seller also agrees to review the OOM limitation periodically upon review of current financial updates provided by Buyer, and at Seller’s sole discretion would increase or decrease the OOM limitation based upon findings of current financial creditworthiness.

PAGE 10 of 10 — EXHIBIT A — TRANSACTION CONFIRMATION FOR IMMEDIATE DELIVERY

This form shall be deleted in its entirety and replaced by Cornerstone Energy’s Transaction Confirmation form. Any reference in the Base Contract to the “Transaction Confirmation” shall be intended to refer to Cornerstone Energy’s Transaction Confirmation.

THE PARTIES DO HEREBY REPRESENT AND WARRANT THAT THE GENERAL TERMS AND CONDITIONS OF THE BASE CONTRACT HAVE NOT BEEN MODIFIED, ALTERED, OR AMENDED IN ANY RESPECT EXCEPT FOR THESE SPECIAL PROVISIONS WHICH ARE ATTACHED TO AND MADE A PART OF THE BASE CONTRACT.

CORNERSTONE ENERGY, INC.	AMAIZING ENERGY, LLC
By:	By:	/s. Alan H. Jentz
Title:	Title:

EX-10.8

Exhibit 10.8

LETTER AGREEMENT
CONFIDENTIAL

August 8, 2006

Board of Directors
NEK-SEN Energy, LLC
205 South 8th Street
Suite 2
Sabetha, KS 66534

Dear Directors:

This binding amended and restated letter agreement supersedes, amends and restates the previously executed letter agreement between the parties described herein, dated August 1, 2006, and sets forth and prescribes the general terms of our agreement relating to the purchase by Amaizing Energy, LLC (“Amaizing Energy”) of the entire interest of NEK-SEN Energy, LLC (“NEK-SEN”) in and to that certain letter of intent between NEK-SEN and Fagen, Inc. of Granite Falls, Minnesota, dated May 5, 2006, including the acquisition by and assignment to Amaizing Energy of the related February 2007 ethanol plant building time slot (the “Fagen LOI”). Upon acceptance of this letter agreement by NEK-SEN, the parties will each use their best efforts to complete the sale and assignment on or before August 25, 2006.

The understandings reflected in this letter are subject to the satisfaction of the conditions described herein, including the approval of NEK-SEN’s members, the consent of Fagen, Inc. to the assignment of the Fagen LOI, and the approval of such other authorities as are necessary or appropriate. The parties intend this letter agreement to constitute a binding agreement between Amaizing Energy and NEK-SEN.

1. Terms of the Sale. Amaizing Energy, or an affiliated entity of Amaizing Energy (the “Affiliate”), will purchase the Fagen LOI from NEK-SEN on the following terms:

A.

NEK-SEN will assign its entire interest in the LOI to Amaizing Energy in exchange for $10,000,000, to be paid to NEK-SEN in membership units in the Affiliate, as described in Section 1.B below. Such membership units in the Affiliate shall be issued to NEK-SEN by August 25, 2006. The Affiliate will use its best efforts to diligently proceed with the development of a 100 million gallon annual production ethanol facility pursuant to the Fagen LOI, and will not further assign the Fagen LOI.

B.

The price per membership unit, and all other rights and terms of ownership associated with such membership units, will be the same as for all other membership units to be issued in the expected public offering of the membership units of the Affiliate to be registered with the Securities and

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Exchange Commission. No fractional units will be issued, and any fractional amount will be paid in cash subject to the maximum cash payment amount. Amaizing anticipates that the price per membership unit for NEK-SEN and other investors will be $10,000 per unit. Any change in the price in the Affiliate’s registered offering will yield a corresponding change to the number of units received by NEK-SEN hereunder for the purposes of avoiding dilution.

C.	Any membership units of the Affiliate issued to NEK-SEN pursuant hereto will initially be unregistered securities subject to the transfer restrictions of Rule 144 of the Securities Act of 1933. However, in connection with and as part of the expected public offering of the membership units of the Affiliate, Amaizing Energy or the Affiliate shall cause such securities to be registered under the Securities Act of 1933 and the applicable blue sky laws of Kansas and Nebraska, or will exchange such securities for equivalent registered securities in the Affiliate. Amaizing Energy or its Affiliate shall pay all registration expenses.
D.	Amaizing Energy, or the Affiliate, will conduct a public campaign to sell equity securities in the Affiliate to residents of the geographic area within a sixty mile radius of Sabetha, Kansas, plus the geographic areas including Riley, Shawnee, Johnson, Greenwood, and Anderson Counties in Kansas. Amaizing Energy, or the Affiliate, will reserve units with a price of not less than $20,000,000 for such campaign. The campaign will include fifteen local investor meetings conducted by Amaizing, or the Affiliate, in the prescribed region following consultation with NEK-SEN. The campaign will be preceded by six advanced information meetings for local area bankers with the purpose of assisting them in their loan making analysis. The campaign will begin no later than the first date upon which Amaizing Energy, or the Affiliate, commences its similar campaign near Denison, Iowa and/or Atlantic Iowa. NEK-SEN will use its best efforts to assist the timely and successful completion of such campaign in and around Sabetha, Kansas, which campaign shall be deemed complete upon the earlier of (a) receipt of subscriptions of $20,000,000 from persons located within such sixty mile radius of Sabetha, Kansas, plus the geographic areas including Riley, Shawnee, Johnson, Greenwood, and Anderson Counties in Kansas or (b) thirty days following its commencement. Amaizing Energy, and the Affiliate, reserve the right to reject any subscription for any reason, following consultation with NEK-SEN.
E.	For the lesser of five years beginning with the seating of the first director appointed by NEK-SEN, or the period that NEK-SEN is a separate legal entity, NEK-SEN will be entitled to appoint a director to the board of directors of the Affiliate. Thereafter, such directorship shall either be eliminated or elected at-large by members of the Affiliate or its successor.

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F. In the event that either (a) the membership units of the Affiliate issued to NEK-SEN are not registered within one year of the date of this letter agreement, or the Affiliate has not completed construction of the proposed 100 million gallon annual production ethanol facility within three years of the date of this letter agreement, then NEK-SEN may, at its option, claim a breach of this agreement at which time its sole remedy shall be the redemption of any unregistered securities issued hereunder by the Affiliate in exchange for cash at the price per membership unit prescribed herein. Amaizing Energy hereby guarantees this redemption right.

2. Conditions Precedent. The completion of the sale and payment of consideration shall be subject to the satisfaction of the conditions precedent set forth below prior to August 25, 2006. consents to the assignment of the Fagen LOI as described in Section 2.G below. Such conditions shall be deemed satisfied or waived unless either party provides the other with written notice to the contrary on or before the relevant date. In the event such notice is provided, this letter agreement shall terminate, and the parties shall have no further duties or obligations hereunder.

A.	Member Approval. NEK-SEN’s members shall approve of the sale on or before August 10, 2006;
B.	Contract Rights. Identification and inspection of the Fagen LOI and any related rights and obligations of NEK-SEN, including without limitation, verification that the Fagen LOI is enforceable and assignable without limitation or superior interests by other parties;
C.	Other Due Diligence. Satisfactory completion of a due diligence review by Amaizing Energy;
D.	Compliance of Laws. Satisfactory determination that the transaction contemplated herein complies with all applicable laws and regulations;
E.	Government Approvals. Receipt of any necessary governmental approvals and the expiration or termination of all required waiting periods;
F.	No Material Adverse Change. The absence of any material adverse change in the Fagen LOI; and
G.	Consent of Fagen, Inc. Receipt of written consent and approval of the sale and assignment of the Fagen LOI by Fagen, Inc. in a form substantially similar to the form of assignment attached hereto as Exhibit A.

3. Excluded Assets. All assets of NEK-SEN other than the Fagen LOI are excluded from the transactions contemplated hereby and shall remain the property of NEK-SEN.

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4. Other Documents. The parties shall execute such other legal documents that are reasonably required and are mutually acceptable to each of Amaizing Energy and NEK-SEN in their reasonable discretion including the form of the assignment, to consummate the transactions described herein.

5. Confidentiality. The parties hereto agree to keep any and all confidential information of each party confidential and shall not disclose or use any of such confidential information in any manner other than for purposes of evaluating this transaction.

6. Exclusive Dealing. In consideration of the costs and expenses to be borne by the parties in pursuing the sale and further in consideration of their mutual undertakings as to matters described herein, NEK-SEN agrees that it will not at any time prior to closing, solicit or initiate any further discussion or enter into any agreement with any other person or entity concerning: (a) the sale or assignment of the Fagen LOI; (b) an equity infusion into NEK-SEN or the debt or equity funding of NEK-SEN ethanol project; (c) any merger, share exchange, sale of substantially all of the assets or similar transaction of or relating to NEK-SEN; or (d) the sale by NEK-SEN of any of its equity or debt securities, or any combination thereof, except the private placement of not more than fifty membership units with Matt Crouse of Eldora, Iowa. This Section will not preclude or prohibit NEK-SEN from continuing with its pending registration with the Securities and Exchange Commission. This agreement shall not prohibit or preclude NEK-SEN from contributing, or negotiating the contribution of, its interest in real estate or infrastructure to another party in exchange for cash or equity of such party.

7. Public Disclosure. Neither NEK-SEN nor Amaizing Energy will make any public disclosure or issue any press releases pertaining to the existence of this letter agreement or the transactions contemplated herein without having first obtained the written consent of the other party, except for communications with member-owners, employees, customers, suppliers and other grounds as may be legally required or necessary or appropriate, provided that the disclosing party timely provides a copy of such communication to the other party. The parties will make a joint announcement at a time and place to be mutually agreed upon.

8. Expenses. Each party shall be solely responsible for its own expenses, legal fees and consulting fees related to the negotiations described herein, whether or not any of the transactions contemplated herein are consummated.

9. Applicable Law. This letter agreement will be governed by and construed in accordance with the laws of the State of Iowa.

*****************

     If you agree with the foregoing terms, please acknowledge your agreement by executing a copy of this letter and returning one copy to us. This letter will expire if we do not receive an executed copy by 5:00 p.m. on August 18, 2006.

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Sincerely, AMAIZING ENERGY, L.L.C.
By:	/s/ Sam J. Cogdill 8/16/06
	Sam Cogdill, Chairman

This Letter Agreement is hereby accepted by NEK–SEN, LLC this 16th day of August, 2006.
By:	/s/ Gary Edelman
	Its: President

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EXHIBIT A

ASSIGNMENT OF LETTER OF INTENT

     THIS ASSIGNMENT OF LETTER OF INTENT (“Assignment”) is made and entered into to be effective the 16^th day of August, 2006, by and between NEK-SEN Energy, LLC, a Kansas limited liability company, with a business address of 205 South 8^th Street, Suite 2, Sabetha, Kansas 66534 (“Assignor”) for the benefit of AMAIZING ENERGY, LLC, an Iowa limited liability Company, its successors and assigns with a business address of P.O. Box 309, 2404 West Highway 30, Denison, IA 51442 (“Assignee”).

WITNESSETH:

     FOR VALUE RECEIVED, Assignor hereby grants, transfers and assigns to Assignee, its successors and assigns, all of Assignor’s rights and interest in that certain letter of intent between Assignor and Fagen, Inc. dated May 5, 2006, including the acquisition by and assignment to the Assignor of the related ethanol plant building time slot (the “Fagen LOI”) to secure:

Performance of all obligations under that certain letter agreement of even date herewith (the “Letter Agreement”) relating to the purchase by the Assignee of the Fagen LOI.

     IN WITNESS WHEREOF, Assignor has executed this Assignment as of the day and year first above written.

ASSIGNOR NEK-SEN Energy, LLC
By:	/s/ Gary Edelman
	Its: President

     FAGEN, INC. hereby consents to the assignment of the Fagen LOI to Assignee and agrees to deliver the design-build services as contemplated by the Fagen LOI for Assignee.

Dated:                     

FAGEN, INC.
By:
	Its:

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EX-10.9

Exhibit 10.9

ICM
the energy of innovation

AGREEMENT FOR SERVICES

     THIS AGREEMENT FOR SERVICES (this “Agreement”) is made and entered into as of the 9^th day of August, 2005, by and among Amaizing Energy, LLC, having its principal office at 2404 Hwy 30 W, Denison IA 51442 (“Customer”), and ICM, Inc. having its principal office at 310 N 1^st Street, Colwich KS, 67030 (“ICM”).

     WHEREAS, Customer owns and operates an ethanol plant located at or near Denison IA (the “Plant”);

     WHEREAS, Customer desires ICM to provide, and ICM desires to provide to Customer, certain services in connection with the operation of the Plant, as more fully described in paragraph 1 below;

     WHEREAS, Customer and ICM desire to enter into an agreement to define the terms and conditions by which ICM will provide such services to Customer.

     NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

     1. Services. The services to be provided by ICM to Customer pursuant to this Agreement are set forth on attached Schedule “A” (such services and all goods provided in connection therewith are collectively referred to as the “Services”). ICM shall obtain at its own expense all permits or licenses required under any applicable statute, ordinance or regulation to perform the Services. Customer may, at any tie, request alterations in, additions to, or reductions in the Services. Such request shall be in the form of a written work order. ICM shall notify Customer as to whether such requested changes are agreeable to ICM and the amount, as determined by ICM in its sole discretion, of any increase or decrease in the fees payable under paragraph 2 caused by such changes. If mutually agreeable, the parties shall amend this Agreement to document such change in the Services and increase or decrease in fees.

     2. Fees. Unless otherwise adjusted pursuant to paragraph 1 above, Customer shall pay to ICM during the term of this Agreement an aggregate fee of $32,500 commencing August 09, 2005. Any Services required to be performed after the termination of this Agreement will be billed pursuant to the then prevailing ICM fee schedule. Payment of all invoices submitted to Customer will be made within ten (10) days of the date thereof.

     3. Term. The term of this Agreement shall commence on August 09, 2005 and end on November 11, 2006, unless earlier terminated as provided herein. Either party may terminate this Agreement, with or without cause, upon sixty (60) days prior notice to the other party.

     4. Limitation of Liability; Warranty Disclaimer; Indemnification. Customer understands and agrees that Customer is and will at all time remain solely responsible for every aspect of the operations of the Plant, including the safety of its premises, practices, operations and equipment. Customer has and will at all times retain the exclusive right to direct and control Customer’s safety programs, and may conduct any inspection or training, and/or implement any other safety measures Customer deems necessary or desirable, at any time. The obligation to comply with all applicable statutes, regulations, ordinances, orders, rules and laws is and will at all times remain solely with Customer, and Customer acknowledges that ICM has made no representation, warranty or guarantee concerning the result to be obtained by virtue of any goods or services to be provided pursuant to this Agreement.

     ICM assumes no responsibility for damage or loss directly or indirectly attributable to Customer’s operations, to any act or omission by Customer’s agents and/or employees, or to Customer’s failure to observe or comply wit any statute, regulation, ordinance, rule, law or the order or judgment of any court, agency or any other tribunal. Customer will indemnify and hold harmless ICM and ICM’s agents and

employees from any and all damages, expenses, penalties, fines and/or costs of any kind, including reasonable attorneys fees, that ICM and/or ICM’s agents and employees incurs or are required to pay as a result of any claim or charge related or attributable to Customer’s operations or to goods or services furnished by ICM pursuant to this Agreement; provided, however, Customer shall have no obligation to indemnify ICM and/or ICM’s agents and employees with respect to damage or loss attributable to gross negligence or willful misconduct on the part of ICM and/or ICM’s agents and employees, as determined by the final judgment of a court of competent jurisdiction. Al rights of indemnify hereunder shall survive and remain in full force and effect notwithstanding any termination of this Agreement.

     ICM warrants that it will convey good title to the manuals and materials furnished pursuant to this Agreement and that said manuals and materials infringe no copyright or trademark. ICM makes no other warranty, express or implied, to Customer with respect to any goods and services furnished pursuant to this Agreement, and specifically disclaims any implied warranty of merchantability or fitness for a particular purpose. In no event shall ICM be liable for direct, indirect or consequential damages arising out of or resulting in any manner from Customer’s use of, or inability to use, any goods or services furnished pursuant to this Agreement. Customer may not reproduce manuals and materials for use by or sale to other parties without the written consent of ICM.

     Customer acknowledges that the provisions set forth in this paragraph 4 are material parts of the consideration for this Agreement. By signing in the space provided below, Customer acknowledges that its representatives have read and carefully considered these provisions, that they have had the opportunity to discuss these provisions with their legal counsel, and that the agreements set forth in these provisions were specifically bargained for and have not been included herein as a result of any inequality in bargaining power between Customer and ICM.

Amaizing Energy, LLC Customer
By	/s/ Alan H. Jentz
	(Print Name) Alan H. Jentz
	(Print Title) General Manager

     5. Notices. All notices as provided herein shall be in writing and shall be sent by certified mail, postage prepaid, with return receipt requested, or by overnight delivery to the following address or to such other address as either party may hereafter furnish in accordance with the provisions of this Agreement:

For Customer:	Amaizing Fuels, LLC Al Jentz, GM 2404 Hwy 30 W Denison, IA 51442
For ICM:	ICM, Inc. Cheri Loest 310 N. First St P.O. Box 397 Colwich, KS 67030 Telephone: (316) 796-0900

     6. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other and shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Except for the indemnification of ICM’s employees and agents under paragraph 4 above, nothing in this Agreement is intended to nor shall confer upon any person or legal

entity other than Customer or ICM, and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

     7. Miscellaneous. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior negotiations between such parties, and cannot be amended, supplemented, or modified except by an agreement in writing signed by the party or parties against whom enforcement is sought and making specific reference to this Agreement. In the event any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of the Agreement and any other application thereof shall not in any way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas applicable to contracts made in that state. Any litigation with respect to any dispute arising out of or related to this Agreement or the goods and services to be furnished hereunder or otherwise shall be brought and maintained only in a federal or state court sitting within Sedgwick County, Kansas. Customer consents to the exercise of jurisdiction by courts within Sedgwick County, Kansas over any claims or counterclaims against Customer. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and same instrument. Paragraph and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Amaizing Energy, LLC Customer
By	/s/ Alan H. Jentz
	(Print Name) Alan H. Jentz
	(Print Title) General Manager
ICM, Inc., a Kansas corporation
By	/s/ Cheri Loest
	(Print Name) Cheri Loest
	(Print Title) Dir — Plant Services

Schedule “A”

Safety & Health Program Development

ICM has prepared a program specific to Customer’s safety and health requirements. Recognizing the need to operate the plant in an efficient manner, ICM has developed a complete but flexible program which maximizes productivity, while at the same time meets all regulatory requirements.

Safety & Health Program Description

The customer program covers 55 separate safety and health topics required in the ethanol industry (each presented in its own manual), as well as a program guide, training schedule, training recordkeeping system, health bulletins, and employee safety manual. Each of the 55 topic manuals includes:

• A written policy, which your official Safety and Health position regarding a Safety & Health subject.

• An orientation and training program, which are provided via the computer-projected slide format (Powerpoint), including employee handouts.

• A test, for providing proficiency in subject material.

• A self-audit, for ensuring that the program is followed.

• An OSHA summary, to reduce and simplify often complex and lengthy standards.

(Note: See following page for a list of the 55 topics covered by the Safety and Health Program.)

Safety & Health Program Guidebook

The Program Guidebook reviews the layout and purpose of the 55 subject manuals, and how they should be used. Also included in the guidebook:

• A training schedule which shows required training frequency, duration, and target audience.

• An audit & inspection schedule which defines frequency as required by OSHA or as recommended for safety.

• A follow-up action guide which shows which topics require additional procedural involvement on the part of the plant. For example, the Emergency Action Plan and Hazard Communication Plan require that plant-specific procedures be developed. Where this is the case, an example plan or procedure is furnished.

• A guide to record retention requirements.

• A procedure for you state’s Division of Compliance visits and inspections.

• A “Safety Permit Flowchart” for guiding employees through the Confined Space Entry permit, Lockout/Tagout Permit, Hazardous Chemical work, and Hot Work permit processes.

• An accident investigation procedure.

• A Safety & Health Training Recordkeeping System — a method for capturing data needed to maintain accurate and auditable safety and health training.

• Health Bulletins and Advisories, for providing information on the following subjects, for which employee questions may arise from time to time: Anthrax, Carbon Monoxide, Cold Stress, Hantavirus, Heat Stress, Hepatitis, Histoplasmosis, Legionnaire’s Disease, Lyme Disease, Sulfur Dioxide, and West Nile Virus.

Employee Safety Manual

Each employee is furnished an Employee Safety Manual, written in plain, easy-to-understand language. This manual contains safety rules to live by for the ethanol plant employee, in all the areas of critical importance. 49 subject areas are included (e.g., lockout/tagout, grain/DDGS handling, HazCom, augers & conveyors, medical & first aid, batteries, machine guarding, hand & power tools, flammable & combustible liquids, etc.); as well as several appendices for areas such as electric work safety, welding cable selection, lends shades for welding, crane signals, safe loads for slings, safe chain sizing, etc.

On-site Quarterly Audits

Each member of the association will be audited quarterly by ICM personnel. These audits will be conducted by ICM’s Safety Director and a representative from ICM’s engineering department. The audit checklist includes a methodology by which plants will be measured and compared. Customer will receive four (4) quarterly audits. The audit will include:

• A review of Safety & Health training records (focusing on areas marked in bold on the table below).

• A review of recordkeeping, including accident investigations, safety inspections and audits, OSHA recordable and non-recordable incidents, all federal reporting logs, Hot work permits, Lockout/Tagout permits, Confined Space Entry Permits, and required Safety & Health Postings

• Interviews with plant employees (technicians and supervisors)

• An plant update with relevant safety & health legislation

• A review of maintenance records of personal protective and safety equipment

• A review of general maintenance records

• A review of shut down schedules

• Conducting a plant tour to observe general plant conditions, including overall cleanliness, walking & working surfaces, elevated work spaces, fire water monitors and foam systems, electrical safety, proper use of PPE.

Safety and Health Program subjects for the 55 manual set are listed below:
(Note: Quarterly Audit focus items are marked in bold.)

Access to Records	Hazardous Liquids (Bulk Unloading)
Acetylene	Hearing Conservation
Acids & Caustics	Hot Work
Anhydrous Ammonia	Housekeeping
Augers/Conveyors	Laboratory Hygience
Back Safety	Laboratory Safety
Bloodborne Pathogens	LPGs – Stoarge Handling
Carbon Dioxide	Lock Out/Tag Out
Clothing Policy	Machinery & Machine Guarding
Compressed Gas & Air Equipment	Material Handling & Storage
Confined Space	Medical & First Aid
Contractor Safety	Mobile Equipment
Cranes, Loco’s Derricks, Hoists	Natural Gas Safety
DOT Markings, Placards, & Labels	Personal Protective Equipment
Electrical Safety	Posters & Signage
Emergency Response	Powered Industrial Trucks
Ergonomics	Pre-Job Briefing
Exit Routes/Means of Egress	Process Safety
Fall Protection	Railroad Safety
Fire Brigades	Recordkeeping & Reporting
Fire Prevention	Respiratory Protection
Fire Protection	Safety & Health Program
Flammable & Combustible Liquids	Sanitation
Grain Handling/Grain Dust	Slings
Hand & Power Tools	Tractor-Trailer Safety
Hazard Communication	Ventilation
Hazardous Materials (HazMat)	Walking & Working Surfaces
Hazardous Materials Security

EX-10.10

Exhibit 10.10

INDEPENDENT CONTRACTOR AGREEMENT

     This Independent Contractor Consulting Agreement is made the 1^st day of May, 2006, between Ken Argo of 4507 Meadow Lane, Sioux City, Iowa (“Contractor”) and Amaizing Energy, LLC of Denison, Iowa (“Principal”).

RECITALS

     A. Principal is the owner/operator of ethanol processing facilities near Denison and Atlantic, Iowa. Principal requires assistance with the evaluation of natural gas transportation and supply contracts and other services related to the natural gas service to the ethanol plant (“Consulting Services”).

     B. Contractor believes he has the expertise and abilities to provide such Consulting Services to Principal.

     C. Principal and Contractor desire to enter into an Agreement setting forth the term and conditions under which the Contractor shall provide the Consulting Services to Principal.

Principal and Contractor agree as follows:

     1. Description of the Work. Contractor shall provide Consulting Services to Principal. It is anticipated Contractor will provide the following services:

a)	Investigate natural gas supply opportunities as directed by Principal;
b)	Coordinate efforts to obtain adequate information to allow Principal to properly evaluate the opportunities available;
c)	Interact with Principal and various gas supply companies in order to carry out the foregoing purposes;
d)	2. Interact with Principal and various gas supply companies in order to carry out the foregoing purposes;

     2. Payment. Contractor shall be paid $84 per hour for the services provide during the preceding month, plus reimbursement for reasonable out-of-pocket expenses. Principal understands that the number of hours devoted to the performance of work hereunder may vary. Contractor shall submit expense reports to Principal at least monthly and Principal shall reimburse Contractor for the approved expenses.

     3. Relationships of the Parties. The parties intend that an independent contractor relationship will be created by this Agreement. Principal is interested only in the results to be achieved and the conduct and control of the work will lie solely with the Contractor. Contractor is not to be considered an employee or agent of Principal for any purpose. Prinicpal will not provide Contractor any benefits, including but not limited to, health insurance, paid vacation, workers’ compensation, unemployment benefits, or any

other employee benefit. Contractor shall be responsible for payment of all of Contractor’s own taxes. Principal reserves the right to engage other contractors or use its own employees to perform work as described herein and Contractor has the right to perform work for others during the term of this Agreement.

     4. Disclaimer of Liability. Contractor makes no express warranties regarding the services and waives all implied warranties including, but not limited to, warranties of merchantability and fitness for a particular purpose. Neither party makes any representations or guarantees concerning the profits to be earned by the other party and the parties acknowledge that Contractor shall only be responsible for providing information to Principal and Principal shall be responsible for making decisions regarding gas supply based upon that information and any and all such other information available to Contractor.

     5. Term and Termination. The initial Term of this Agreement is for a period of                                         , unless the parties mutually agree to terminate this Agreement before the expiration period. Unless expiration of the initial term this Agreement shall renew automatically on month-to-month basis, unless terminated by either party with thirty (30) days written notice to the other party before the expiration of the then current term. Either party may terminate this Agreement upon thirty (30) days advance written notice to the other party.

     6. Confidential Information. Contractor acknowledges that Principal shall provide Contractor with certain information that Contractor deems confidential and proprietary business information (“Confidential Information”) in order to allow Contractor to perform the services provided for in this Agreement. Contractor agrees not to disclose the Confidential Information to third parties. If Contractor believes such third party disclosure is necessary, Contractor shall seek permission of Principal and allow the Principal the opportunity to enter into a non-disclosure agreement with the third party. The Contractor acknowledges and agrees that the Confidential Information that is disclosed to him by the Principal, or that he acquires, sees or learns of as a direct or indirect consequence of the discussion(s) contemplated herein, and all dealings and transactions that follow or result from such discussion(s) are the exclusive property of the Principal, and the Contractor will keep the information strictly confidential.

     7. Assignment. Contractor shall not assign this Agreement without the prior written consent of the Principal.

     8. Entire Agreement. This Agreement contains the entire agreement of the parties and supercedes any prior agreement, whether written or oral amount the parties. This Agreement may be modified only if done so in writing and signed by an authorized representative of each party.

     9. Law and jurisdiction. This Agreement is to be construed under the laws of the State of Iowa without reference to conflict of laws principals and the jurisdiction shall be a court of competent jurisdiction in Iowa.

     10. Miscellaneous. Contractor further agrees to conform to the policies, rules and regulations of Principal when performing services for the Principal.

     This Agreement is entered into on the date first written above.

CONTRACTOR	AMAIZING ENERGY, LLC
/s/ Ken Argo Ken Argo	/s/ Alan Jentz Jack Ryan, Director/Project Coordinator Alan Jentz, President

EX-10.11

Exhibit 10.11

April 4, 2006



Mr. Jack Ryan
CassCo Amaizing Energy LLLC
1201 East Seventh Street
Atlantic, IA 50022 Terracon
Consulting Engineers & Scientists

Terracon Consultants, Inc.
600 Southwest 7^th Street, Suite M
Des Moines, IA 50309
Phone 515-244-3184
Fax 515-244-5249
www.terracon.com

Re: Preliminary Proposal for Geotechnical and Environmental Services
Proposed Ethanol Production Facility
Atlantic Iowa
Terracon Proposal No. 0806181

Dear Mr. Ryan:

Terracon is pleased to submit this preliminary proposal for the referenced project. This proposal outlines our understanding of the proposed project, our proposed scope of services, schedules, estimated fees, and Agreement for Services.

A. PROJECT INFORMATION

We understand the project will include constructing new facilities associated with a 50mgpy ethanol production facility about 1 mile northwest of Atlantic, Iowa. Four sites are currently under consideration. As requested, the proposal outlines services involved with Site Options 1 and 2. Both of these sites are located on agricultural ground in the southeast ¹/4 of Section 31, Township 77 North, Range 36 West, Cass County, Iowa. Both of these sites adjoin a rail line operated by Iowa Interstate Railroad.

Plant layout is not available at the time of this proposal. Typical major plant structures include entry and access roads, additional railroad spur lines, storage silos, process building, energy center, beer well / fermentation / storage tanks, cooling tower, and storage slabs.

The extent of site grading is also not available at this time. It is our experience that the main portion of the plant is established at the same elevation as the adjacent rail. For these sites, an elevation of 1165 feet is estimated for the existing track. If the site is located west of the tracks, site grading is assumed to involve cuts of up to 10 feet in depth. If the site is located east of the tracks, site grading is assumed to involve up to 3 feet of fill.

B. SCOPE OF SERVICES

PRELIMINARY GEOTECHNICAL EXPLORATION — SCOPE OF WORK

As requested, since the site option and plant layout are not determined at this time, this proposal describes preliminary geotechnical services. Te purpose of this exploration is to obtain preliminary information on the subsurface conditions across each site that can be used for preliminary foundation support evaluations. A

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

more detailed geotechnical investigation and evaluation is recommended upon site selection and confirmation of plant structure layout.

Field Explorations — Terracon proposes to perform three soil borings across Site Option A, and three soil borings across Site Option B, for a total of six borings. It is our experience, based on previous projects north of Atlantic, that bedrock materials (poorly cemented sandstone) may be encountered at about elevation 1110 ft. We recommend the boring depths be established as described in the following table:

Site Option A	Depth Determination
Boring A1	A depth of 40 ft below existing grade, or a maximum of 15 ft into sand, firm glacial till, or bedrock, whichever is shallower.
Boring A2 Boring A3	If bedrock is not encountered within 60 ft, the boring would be extended as needed to penetrate 10 feet into bedrock. A depth of 40 ft below existing grade, or a maximum of 15 ft into sand, firm glacial till, or bedrock, whichever is shallower.

Site Option B	Depth Determination
Boring B1	A depth of 40 ft below existing grade, or a maximum of 15 ft into sand, firm glacial till, or bedrock, whichever is shallower.
Boring B2	If bedrock is not encountered within 60 ft, the boring would be extended as needed to penetrate 10 feet into bedrock.
Boring B3	A depth of 40 ft below existing grade, or a maximum of 15 ft into sand, firm glacial till, or bedrock, whichever is shallower.

Actual drilling depths will be invoiced using the unit prices on the attached fee schedule. Coring of the bedrock is not included in our scope for field exploration.

Sampling of the borings would consist of obtaining thin-walled tubes from soft to stiff consistency clays, if such clays are encountered within 15 to 20 ft of the ground surface. Otherwise, the sampling will be performed with a split-barrel sampler. Three samples will be obtained in the upper 10 feet of each boring, with one sample every 5 feet thereafter. Subsurface conditions may be encountered which merit revisions of the field boring and/or sampling programs described above, and we would discuss these conditions with you prior to initiating any additional work.

Where convenient, overnight groundwater levels will be obtained in the boreholes, after which the boreholes will be backfilled with soil cuttings. Sand or hole plug could be used to backfill the borings for an additional fee. The client should understand that some settlement of the borehole fill might occur. No future maintenance or filling of the holes is included in our fee.

Our Fee assumes that the field exploration can be performed without the need for personal protective equipment. If evidence of contamination is encountered in any of the borings, the exploration at that

2

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

location will be terminated and our findings discussed with you. Should personal protective equipment or special borehole sealing procedures become necessary, our fee will be discussed with you prior to commencing further drilling.

Laboratory Evaluations — In the laboratory, water content tests will be performed on the samples obtained from the borings. When possible, dry unit weights and unconfined compressive strengths will be measured on intact, thin-walled tube samples. The consistency of clay soils may also be estimated with a hand penetrometer. Atterberg limit tests and grain size evaluations will be performed on representative samples to help classify the soils and provide input for our analyses. Organic content tests may be performed if organic soils are suspected below the topsoil. Soil samples will be visually classified in accordance with the Unified Soil Classification System (USCS).

Site Access and Boring Locations — Items to be provided by the client include the right of entry to conduct the exploration and an awareness and/or location of any public or private subsurface utilities existing in the area. Also, if there are any other restrictions or special requirements regarding these sites or exploration, these should also be provided to us prior to our commencing field work.

Terracon agrees to call the Iowa One Call Hotline and request location and markings for all utilities that Iowa One Call is responsible for, prior to commencing drilling at the sites. If there are public or private utilities not included in the Iowa One Call request, locating of those will be the client’s responsibility. Client agrees to make arrangements with a private utility company or provide Terracon with detailed as-built information, regarding the location of any other public and private utilities. Terracon will be responsible to the extent they drill in an area where a utility has been properly located and marked. Terracon is not responsible to the extent any loss, damage, or injury is caused by the failure to locate a utility properly, or inaccurate and/or incomplete information provided by others.

This cost is based on the client staking the boring locations prior to our arrival, and also providing ground elevations at the boring locations. We understand Snyder and Associates has been hired by the owner for other surveying services, and we would be happy to coordinate boring layout with Snyder and Associates at the Client’s request. Our cost also assumes that the sites are accessible to our ATV (rubber-tire) mounted equipment. We understand that the sites are under as an agricultural field.

It should be noted that during the field exploration, some property damage may result. We will take reasonable measures to prevent this damage; however, restoration from any damage that occurs is not part of our scope of service.

Engineering Evaluation and Report Preparation — After completing the field exploration and laboratory testing, a report containing recommendations for both sites will be prepared under the supervision of a licensed professional engineer. Terracon will provide the following information in the report:

• Computer generated boring togs with soil stratification based on visual soil classification.

• Water levels observed during and after drilling.

3

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

• Boring elevations.

• Boring location plan.

• Subsurface profile for each site.

• Subsurface exploration procedures.

• Site description

• Site conditions (existing).

• Soil conditions (existing).

• Preliminary discussions concerning:

• General foundation support conditions and alternatives for various structures

• Preliminary site stripping/preparation/earthwork recommendations

Performance Schedule — We plan to start the field exploration about 2 weeks of receiving written authorization to proceed, weather and/or site conditions permitting. Our preliminary findings (boring logs and preliminary recommendations) would be available within about 1 week after completion of the field and laboratory work. Our completed report would be provided about 3 weeks after completion of the field work.

WETLAND DELINEATION — SCOPE OF WORK

Based on preliminary review of the site location and adjacent water bodies, wetlands identified on the subject sites may be considered isolated. Terracon is proposing to submit preliminary information regarding potential isolated wetlands to the Corps of Engineers so they can perform a Jurisdictional Determination to determine if mitigation would be required. The preliminary submittal to the COE would include photographs, aerial photographs, National Wetland Inventory Maps, topographic maps, and NRCS wetland identification maps. Please note that wetlands, if any, identified in the southern portion of the Option 2 site may not be considered isolated and may require mitigation.

Following the preliminary submittal to the COE, if needed Terracon will perform a wetland delineation. The wetland delineation will use mandatory technical criteria, field indicators, and other sources of information to determine whether the area has jurisdictional wetlands. IF wetlands are present, the upper boundaries within the projected area will be identified. The methods Terracon will use in the delineation generally follow the Federal Manual for identifying the Delineating Jurisdictional Wetlands.

Jurisdictional wetlands generally have three essential characteristics: hydrophytic vegetation, hydric soils, and wetland hydrology. All three of the technical criteria must be met for an area to be identified as a wetland.

Our proposed Scope of Work for the Wetland Delineation has been developed as follows:

• Determine jurisdictional wetlands permit requirements.

4

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

• Assemble application information (i.e., aerial maps, soil classifications, site hydrology, vegetation type, etc.).

• Perform on-site visit to gather data pertaining to the hydrophytic vegetation community, surface hydrology, and hydric soil characteristics.

• Characterize the hydrophytic vegetation type by dominant plant species at suspected wetland areas

• Prepare maps showing the suspected wetland delineation area.

• Submit a Wetland Delineation Report on the applicable data and wetland jurisdictional rationale. (A separate report will be provided for each option site).

Terracon will perform the site visit to visually assess and flag the jurisdictional wetland areas if any are present. Flagged areas will be surveyed by a subcontractor hired by CassCo Amaizing Energy (we recommend Snyder and Associates) and the survey data will be incorporated in the maps for the report. Subsurface soils will be collected and field tested for hydric conditions. Areas of wetland hydrology and hydrophytic vegetation will also be determined.

The field visit will also consist of classification by Genus species of the potential hydrophytic vegetation. Each stratum (i.e., trees, shrubs, and herbs) will be assessed in each potential wetland community. The classification will be performed by a degreed biologist or environmental scientist.

Additional Services Beyond Base Wetland Services — This proposal also includes limited follow-up conversations with the regulatory agencies involved to obtain information on the status of their review progress. The fees in this proposal do not include additional meetings or data collection/evaluation that may be required by the COE. Fees to not include preparing a wetland mitigation plan or 404 Permit Application, locating and evaluating potential off-site mitigation areas, or the survey of wetland areas flagged during the delineation.

Schedule — Services will be initiated upon receipt of the written notice to proceed. For classification, the wetland delineation should be performed when vegetation is actively growing (May-October). If the wetland delineation is performed outside of the normal growing season, a follow-up site visit may be necessary in the vegetative growing season to confirm plant species. Please note that the wetland delineation cannot be performed when the ground is covered with snow or when frozen ground conditions exist.

In order to comply with the proposed schedule, the following items are required to be provided by the client at the time of notification to proceed in order to meet the client’s required project completion date. Please include the following requested items along with the notification to proceed:

• Right of entry to conduct the field services.

5

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

• Notification of any restrictions or special requirements (such as safety) regarding accessing the site

• A scaled topographic map showing the proposed site layout and property boundaries of the area that requires delineation.

• A signed Agreement for Consulting Services evidencing acceptance of this scope of services

Scope and Report Limitations — The findings and conclusions presented in the delineation report (a separate report will be provided for each site) will be based on the site’s current utilization and the information collected as discussed in this proposal. Please note that we do not warrant database or third party information or regulatory agency information used in the compilation of plans or reports. No warranties, express or implied, are intended or made.

PHASE I ENVIRONMENTAL SITE ASSESSMENT — SCOPE OF WORK

Base Phase I ESA Services — The ESA will be performed consistent with the procedures of ASTM E 1527-00, an interim standard and practice for “all appropriate inquiry” under 40 CFR Part 312. The purpose of this ESA is to assist the client in developing information to identify recognized environmental conditions (RECs) in connection with the site as reflected by the scope of this proposal.

Physical Setting — The physical setting for the site will be described based on a review of the applicable USGS topographic quadrangle map, FEMA flood map, USDA soil survey and selected geologic reference information.

Historical Use Information — A review of selected historical sources, where reasonably ascertainable and readily available, will be conducted in an attempt to document obvious past land use of the site and adjoining properties back to 1940 or when the site was initially developed, whichever is earlier. One or more of the following selected references, depending on applicability and likely usefulness, will be reviewed. Prior reports and land title records including environmental liens and activity and land use limitations will be reviewed, if provided by the client.

• USGS topographic maps

• Aerial photographs (approximate 10 to 15 year intervals)

• City directories (approximate 5 year intervals)

• Fire (Sanborn) insurance maps

• Prior reports (to be provided by the client)

• Site tax assessor data

• Site land title records (to be provided by the client)

• Zoning records

If the client is unable to provide land title records, an abstract firm may be contracted by Terracon to develop a chain-of-title from a review of land title records for an additional fee. Note, however, unless specifically requested within here days of project commencement, Terracon will rely on the client to provide land title records. A review of building department records is excluded from the scope of services for this ESA.

6

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

Regulatory Records Review — Consistent with ASTM E 1527-00, outlined below are the following federal and state databases, where applicable, which are typically reviewed for indications of RECs, and the approximate minimum search distance of the review from the nearest property boundary. A database firm will be subcontracted to access governmental records used in this portion of the assessment. Determining the location of unmapped facilities is beyond the scope of this assessment.

Governmental Records	Search Distance
Federal NPL Site List	1.0 mile
Federal CERCLIS List	0.5 mile
Federal RCRA Corrective Actions (CORRACTS)/TSD	1.0 mile
Federal RCRA Non-CORRACTS/TSD Facilities List	0.5 mile
Federal RCRA Generators List	0.1 mile
Federal ERNS List	Site Only
State Lists of State Equivalent NPL Facilities	1.0 mile
State Equivalent CERCLIS Facilities	0.5 mile
State Landfill and/or Solid Waste Facilities	0.5 mile
State Leaking UST Lists	0.5 mile
State Registered UST Lists	0.1 mile
State VCP Site Lists	0.5 mile

In addition to the database review, a reasonable attempt will be made to interview at least one staff member of the local fire department, the local health agency or the local environmental agency. As an alternative, a written request for information may be submitted to the local agency.

If the results of the regulatory records review/local agency inquiry appear to warrant a review of applicable regulatory agency files, a cost estimate will be provided to the client for pre-approval. Please note that all requested files may not be available from regulatory agencies within the client’s requested project schedule.

Site and Adjoining/Surrounding Property Reconnaissance — A site reconnaissance will be conducted to identify RECs. The reconnaissance will consist of visual observations of the site from the boundaries and selected interior portions of the site. The site reconnaissance will include, where applicable, an interview with site personnel who the client has identified as having knowledge of the uses and physical characteristics of the site. Pertinent observations from the site reconnaissance will be documented including:

• Site description (including a description of occupants)

• General site operations

• Aboveground chemical or waste storage

• Visible underground chemical or waste storage, drainage or collection systems

• Electrical transformers

7

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

• Obvious evidence of releases (i.e., hazardous substances, petroleum products)

The adjoining property reconnaissance will consist of visual observations of the adjoining/surrounding properties from the site boundaries and accessible public right-of-ways.

Report Preparation — Separate reports will be provided for each individual site. Two final copies of each report will be submitted that presents the results of this assessment, based upon the scope of services and limitations described herein. Recommendations will be developed as part of the Phase I ESA scope of services.

Additional Services beyond Base ESA — No additional services have been requested by you to conduct during the performance of the ESA.

Additional Services Not Included — The following services, although not specifically required by ASTM E 1527-00, may also be performed concurrently with ESAs and may be beneficial for the evaluation of environmental conditions and/or an evaluation of specific business environmental risks at the site. At your direction, these services have not been included as part of the scope of services for this ESA. Please note that this list is not all-inclusive. If you seek additional services, please contact us for a supplemental proposal and cost estimate.

• Limited Radon Testing

• Limited Radon Records Review

• Limited Wetland Review

• Limited Asbestos Sampling

• Limited Visual Asbestos Evaluation

• Asbestos Survey (prior to renovation/demolition)

• Limited Lead Based Paint Sampling

• Limited Lead in Drinking Water Sampling

• Limited Visual Observations for Mold

• Limited Threatened/Endangered Species Review

• Limited Historic Properties/Archaeological Resources Review

At your request, Terracon can also provide proposals for facility engineering services including property condition assessments, roofing inspections, curtain wall evaluations, structural surveys and mechanical surveys.

Schedule — Services will be initiated upon receipt of the written notice to proceed. The final report will be submitted within about three (3) calendar weeks of your written notice to proceed. In order to comply with the proposed schedule, the following items are required to be provided by the client at the time of notification to proceed in order to meet the project completion date.

• Right of entry to conduct the assessment, including access to building interiors

• Notification of any restrictions or special requirements (such as confidentiality) regarding accessing the site

8

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

• An accurate, legal description and a diagram of the site such as a surveyor’s plat map or scaled architect’s drawing (if such diagrams exist)

• Current site owner, property manager, occupant information (including tenant list), and contact information for persons knowledgeable about the site history including current and historical use of hazardous substances and petroleum products on site (e.g., names, phone numbers, etc.)

• Copies of any environmental or geotechnical reports that were previously prepared for the site

• Any information relating to known or suspect environmental conditions at the site

• Information about environmental liens and activity and use limitations for the site, if any

• Specialized knowledge or experience that is material to RECs in connection with the site, if any

• Any knowledge that the purchase price of the site is significantly less than the purchase price of comparable properties

• Land title records

• A signed Agreement for Services evidencing acceptance of this scope of services

Please note that requested regulatory files or other information may not be provided to Terracon by the issuance date of the report. Consideration of information not received by the issuance date of the report is beyond the scope of this ESA.

Reliance — The ESA report will be prepared for the exclusive use and reliance of Cassco Amaizing Energy LLC. Reliance by any other party is prohibited without the written authorization of the client and Terracon.

If the client is aware of additional parties that will require reliance on the ESA report, the names, addresses and relationship of these parties should be provided for Terracon approval prior to the time of authorization to proceed. Terracon will grant reliance on the ESA report to those approved parties upon receipt of a fully executed Reliance Agreement (available upon request). If, in the future, the client and Terracon consent to reliance on the ESA by a third party, Terracon will grant reliance upon receipt of a fully executed Reliance Agreement and receipt of an additional fee of $250.00 per relying party.

Reliance on the ESA by the client and all authorized parties will be subject to the terms, conditions and limitations stated in the Agreement (and sections of this proposal incorporated therein), the Reliance Agreement, and ESA Report.

Scope and Report Limitations — The findings and conclusions presented in the final report will be based on the site’s current utilization and the information collected as discussed in this proposal. Please note that we do not warrant database or third party information (such as interviewees) or regulatory agency information used in the compilation of reports.

Phase I environmental site assessments, such as the one proposed for this site, are of limited scope, are noninvasive and cannot eliminate the potential that hazardous, toxic or petroleum substances are present or have been released at the site beyond what is identified by the limited scope of this ESA. In conducting the limited scope of services described herein, certain sources of information and public records will not be reviewed. It should be recognized that environmental concerns may be documented in public records that are not reviewed. This ESA does not include subsurface or other invasive

9

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

assessments, business environmental risk evaluations or other services not particularly identified and discussed herein. No environmental site assessment can wholly eliminate uncertainty regarding the potential for RECs. The limitations herein must be considered when the user of this report formulates opinions as to risks associated with the site. No warranties, express or implied, are intended or made.

C. FEES

Geotechnical Exploration

Based on the above scope of services and attached Budget Estimate, we believe we can complete these services for an estimated fee of $7,700 to $8,900. Our price assumes that all borings will be performed during the same mobilization. If separate mobilization is required, our fee would increase. Should subsurface conditions be encountered which require major revisions in the subsurface exploration program and additional fees, we will contact you prior to initiating these services. Requested services performed beyond the scope of this proposal will be charged according to Terracon’s Standard Unit Fee Schedule.

Wetland Services

Based on the proposed Scope of Work, our estimated fees FOR EACH SITE are listed below:

Task Management and Limited Wetland Determination — PER SITE
Site Data Review	OK	$	500
Preliminary Submittal to COE for Jurisdictional Determination		$	1,000
	Subtotal	$	1,500
Wetland Delineation — PER SITE
Field Assessment and Wetland Delineation	to be determined	$	2,800
Wetland Delineation Report		$	2,200
Follow-up Site Visit to Confirm Vegetation		$	800
	Subtotal	$	5,800
	Total Per Site	$	7,300

The fee presented is based on performing only the services discussed in this proposal. Any changes beyond the Scope of Work of this proposal, including possible time spent for meetings with regulators or the client will be charged in accordance with our current unit fee schedule rates. The fee discussed does not include mitigation consulting services at another site to compensate for wetlands loss at this site or consulting services or meetings for this site to restore impacted wetlands. We can provide a proposal for those services after the size and conditions of the wetlands at this site, if any, have been evaluated.

Phase I Environmental Site Assessment

10

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

BASE PHASE I ESA SERVICES — LUMP SUM
(Including physical setting, historical use information, records review and site and adjoining/surrounding property reconnaissance, as detailed in Section B. Also includes mobilization and mileage to and from the site. The cost to contract an abstract firm to develop a chain of title is not included in this cost)	$1,900.00 Each site
Additional Services
Service	Subtotal
Limited Radon Testing		*
Limited Radon Records Review		*
Limited Wetland Review		*
Limited Asbestos Sampling		*
Limited Visual Asbestos Evaluation		*
Asbestos Survey (prior to renovation/demolition)		*
Limited Lead Based Paint Sampling		*
Limited Lead in Drinking Water Sampling		*
Limited Visual Observations for Mold		*
Limited Threatened/Endangered Species Review		*
Limited Historic Properties/Archaeological Resources Review		*
Additional Report Copies ($50 per copy)		*
ADDITIONAL SERVICES — SUBTOTAL	$	0.00
LUMP SUM TOTAL		2850.00 Parcels 1 & 2

* Not requested by the client to be part of the scope of services.

The fee is valid for ninety (90) days from the date of this proposal and is based on the assumption that all field services will be performed under safety Level D personal protective procedures and that only one (1) site visit will be made by Terracon personnel. The lump sum fee is based on the assumptions and conditions provided at the time of the proposal. If these assumptions are not valid, there may be additional charges.

D. AUTHORIZATION

The attached Agreement for Services is considered a part of this proposal and is incorporated by reference into our scope of services. To execute the above scope of services, please sign and return one copy of the Agreement for Services to our office at the above address.

Thank you for considering Terracon for your geotechnical and environmental engineering services and giving us the opportunity to be of service to you. We look forward to assisting you on this project. If you have any questions regarding the enclosed information, please contact us.

Sincerely,
TERRACON CONSULTANTS, INC.

11

Proposed Ethanol Production Facility
Atlantic, Iowa
Terracon Proposal No. 0806181
April 4, 2006 Terracon Consultants, Inc.

/s/ Eva S. Moritz Eva S. Moritz, P.E. Environmental Engineer	/s/ Michael D. Ringler Michael D. Ringler, P.E. Geotechnical Engineer
Attachments
Copies to: Addressee (2)

12

BUDGET ESTIMATE
PRELIMARY SUBSURFACE EXPLORATION
CassCo Amaizing Energy LLLC
Atlantic, Iowa Terracon
4/4/2006

			UNIT
DESCRIPTION	QUANTITY	UNIT	PRICES		TOTAL COST
FIELD SERVICES					2 Deep Borings 1 — Shallow
Mobilization/Demobilization	1 — 1	L.S.	$	600.00	$600.00 — 600.00
All-Terain Drill Rig	2 — 2	Day	$	250.00	$500.00 — 500.00
Per Diem	4 — 4	Man/day	$	75.00	$300.00 — 300.00
Auger Drilling & Sampling (0-20ft)	120 — 120	Foot	$	10.75	$1290.00 — 1290.00
Auger Drilling & Sampling (20-40ft)	120 — 120	Foot	$	12.00	$1440.00 — 1440.00
Auger Drilling & Sampling (40-60ft)	40 — 40	Foot	$	13.00	$520.00 — 520.00
Auger Drilling & Sampling (60-80ft)	0 — 20	Foot	$	16.00	$___ — 320.00
Mobilization of Electronic Cone	0 — 0	L.S.	$	900.00	$___ — 0.00
Electronic Cone Soundings	0 — 0	Foot	$	7.00	$___ — 0.00
Vane Shear Tests	0 — 0	Each	$	100.00	$___ — 0.00
Location and Elevation of Borings*	0.0 — 0.0	Hour	$	115.00	$___ — 0.00
Drilling Supervisor	2.0 — 3.0	hour	$	74.00	$148.00 — 222.00
*boring layout and elevations by client			Total		$4,798 — 5,192
ESTIMATED FIELD SERVICES					$4,800 to $5,200
LABORATORY SERVICES	(Anticipate obtaining 70 to 75 samples)
Stratfication of Borings/Cones	5 — 6	hour	$	74.00	$370.00 — 444.00
Moisture Content	70 — 75	Each	$	5.00	$350.00 — 375.00
Dry Density	20 — 25	Each	$	7.00	$140.00 — 175.00
Unconfined Compression	15 — 20	Each	$	16.00	$240.00 — 320.00
Hand Penetrometer	30 — 40	Each	$	3.00	$90.00 — 120.00
Atterberg Limits	3 — 4	Each	$	45.00	$135.00 — 180.00
Sand Content (#200 wash)	2 — 2	Each	$	45.00	$90.00 — 90.00
Organic Content Test	0 — 2	Each	$	40.00	$___ — 80.00
Consolidation Test	0 — 0	Each	$	350.00	$___ — 0.00
			Total		$1,415 — 1,784
ESTIMATED LABORATORY SERVICES					$1,400 to $1,800
ENGINEERING SERVICES
Project Direction, Coordination, Data Reduction, Engineering Evaluation, Report Preparation )
Principal Engineer	2 — 3	Hour	$	99.00	$198.00 — 297.00
Senior Project Engineer	5 — 8	Hour	$	89.00	$445.00 — 712.00
Project Manager	10 — 10	Hour	$	79.00	$790.00 — 790.00
Draftsman	2 — 3	Hour	$	45.00	$___ — ___
Secretarial Services	0 — 0	Hour	No Charge
			Total		$1,523 — 1,934
ESTIMATED LABORATORY SERVICES					$1,500 to $1,900
TOTAL ESTIMATED SERIVES					$7,700 TO $8,900

AGREEMENT FOR SERVICES

This AGREEMENT is between CassCo Amaizing Energy, LLLC “Client”) and Terracon Consultants, Inc. (“Consultant”) for Services to be provided by Consultant for Client on the Proposed Ethanol Production Facility- Atlantic, Iowaproject (“Project), as described in the Project Information section of Consultant’s Proposal dated April 4, 2006 (“Proposal”) unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement).

1.	Scope of Services. The scope of Consultant’s services is described in the Scope of Services section of the Proposal (“Services”), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant’s Services do not include the investigation or detection of, nor do recommendations in Consultant’s reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant’s findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services.
2.	Acceptance. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client’s request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party.
3.	Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client’s review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee.
4.	Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Compensation section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant’s current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection-related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment.
5.	Third Party Reliance. This Agreement and the Services provided are for Consultant and Client’s sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties. For a limited time period not to exceed three months from the date of the report, Consultant will issue additional reports to others agreed upon with Client, however Client understands that such reliance will not be granted until those parties sign and return Consultant’s reliance agreement and Consultant receives the agreed-upon reliance fee.
6.	LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT’S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE RISKS SO, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $50,000 OR ITS FEE FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT’S SERVICES OR THIS AGREEMENT REGARDLESS OF CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT’S COMMERCIAL GENERAL LIABILITY POLICY.
7.	Indemnity/Statute of Limitations. Consultant and Client shall defend, indemnify, and hold harmless the other, their agents, and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Causes of action arising out of Consultant’s services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant’s substantial completion of services on the project.
8.	Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT’S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.	Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers’ compensation insurance in accordance with the laws of the states having jurisdiction over Consultant’s employees who are engaged in the Services, and employer’s liability insurance ($1,000,000); (ii) commercial general liability insurance ($1,000,000 occ / $2,000,000 agg); (iii) automobile liability insurance ($1,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage.

Agreement Reference Number (Terracon Proposal or Project Number): 0806181

Page 1 of 2 Rev. 1-06

10.	CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES.
11.	Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant’s performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Kansas law.
12.	Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant’s layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services.
13.	Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate — project risk. Client agrees to the level or amount of testing performed and the associated risk. Client is responsible (even if delegated to contractor) for notifying and scheduling Consultant so Consultant can perform these Services. Consultant shall not be responsible for the quality and completeness of contractor’s work or their adherence to the project documents, and Consultant’s performance of testing and observation services shall not relieve contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by contractor or its subcontractors and is not responsible for their means and methods.
14.	Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of tests (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials (“Affected Materials”) at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Material unless specifically provided in the Services, and that Client is responsible for directing such disposition. In the event that test samples obtained during the performance of Services (i) contain substances hazardous to health, safety, or the environment, or (ii) equipment used during the Services cannot reasonably be decontaminated, Client shall sign documentation (if necessary) required to ensure the equipment and/or samples are transported and disposed of properly, and agrees to pay Consultant the fair market value of this equipment and reasonable disposal costs. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site. Accordingly, Client waives any claim against Consultant and agrees to indemnify and save Consultant, its agents, employees, and related companies harmless from any claim, liability or defense cost, including attorney and expert fees, for injury or loss sustained by any party from such exposures allegedly arising out of Consultant’s non-negligent performance of services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance.
15.	Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant’s property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant’s document retention policies and practices.
16.	Utilities. Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant’s attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant.
17.	Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client’s contractors, subcontractors, or other parties present at the site.
18.	Termination. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the project.

Consultant: Terracon Consultants, Inc.				Client: CassCo Amaizing Energy, LLLC
By:	/s/ Michael D. Ringler		Date: 4/4/2006	By:	/s/ Jack Ryan		Date: 5/4/06
Name/Title: Michael D. Ringler, P.E., Sr. Project Engineer				Name/Title: Jack Ryan
Address:		600 SW 7th Street, Suite M		Address:		1201 East Seventh Street
		Des Moines, Iowa 50309				Atlantic, Iowa 50022
Phone:	515-244-3184           Fax:  515-244-5249			Phone:	712-243-2232           Fax:  712-243-3110

Agreement Reference Number (Terracon Proposal or Project Number): 0806181

Page 2 of 2 Rev. 1-06

EX-10.12

Exhibit 10.12

June 30, 2006

Sam Cogdill
CassCo Amaizing Energy, LLLP
1201 East 7^th St, Suite 200
Atlantic, IA 50022

     Re:     CassCo Amaizing Energy, LLLP Ethanol Project

Dear Sam:

     This letter of intent will confirm our discussions regarding the proposed terms and conditions under which Fagen, Inc. (“Fagen”) will enter into exclusive negotiations with CassCo Amaizing Energy, LLLP (“Owner”) to implement the transaction described in Paragraph 1 below (the “Transaction”). (Fagen and Owner are referred to herein individually as a “Party” and collectively as the “Parties”). This letter, if executed and returned by you within thirty (30) days of the date hereof and payment of the Commitment Fee described in Paragraph 5 below will constitute a letter of intent between us (the “Letter of Intent”).

     The Parties agree to effect the Transaction subject only to the execution and delivery (in each case in a form satisfactory to Fagen) of a definitive Design-Build Agreement and other ancillary instruments and agreements (the “Transaction Documents”). The Transaction Documents will be executed and delivered by the parties thereto no later than December 31, 2008 (the “Closing Date”); provided that the Transaction Documents may, if agreed to by the Parties, provide for extensions necessary to secure any consents and approvals of persons (other than affiliates of the Parties) on terms reasonable to the Parties.

1. The Transaction. The Parties agree that the Transaction will consist of the following:

(a)

Fagen agrees to provide Owner with those services as described in this Letter of Intent which are necessary for Owner to develop a detailed description of a one hundred (100) natural gas-fired million gallons per year (“MGY”) dry grind ethanol production facility located at Atlantic, Iowa (the “Plant”) and to establish a price for which Fagen would provide design, engineering, procurement of equipment and construction services for the Plant. The description of the Plant will be sufficiently detailed to permit an analysis of the Owner’s lump-sum cost to develop the Plant and to develop an economic pro forma sufficient to determine if the Plant can be financed.

(b)

Fagen will also provide Owner with assistance in evaluating, from both a technical and business perspective, Owner’s organizational options, the appropriate location of the Plant, and business plan development. Fagen will assume no risk or liability of representation or advice to Owner by assisting in evaluating the above and all decisions made regarding feasibility, financing, and business risks are the Owner’s sole responsibility and liability. Owner

CassCo Amaizing Energy, LLLP
Letter of Intent
June 30, 2006
Page 2 of 14

acknowledges that Fagen has no control over cost of labor, materials, equipment, or services furnished by others, over other contractors’ methods of determining prices, or other competitive bidding or market conditions. Fagen’s estimates of project construction cost will be made on the basis of its experience and qualifications and will represent Fagen’s best judgment as experienced and qualified professionals familiar with the construction industry. Fagen does not guarantee that proposals, bids, or actual construction cost will not vary from its estimates of project cost and Owner acknowledges the same.

(c)	Fagen will also provide Owner with conceptual design and technical information required to support Owner’s application for a construction air permit prior to the commencement of Plant Construction.
(d)	If Owner determines that the Plant is economically feasible and desires to proceed with the development of the Plant, then Owner agrees to enter into a Lump Sum Design-Build contract with Fagen for the design, procurement of equipment and construction of the Plant (the “Design-Build Agreement”).
(e)	Owner shall offer Fagen the right to invest in the project. Unless otherwise specifically agreed between Fagen and Owner, such investment shall be offered on the same terms and conditions as all other investors.
(f)	Owner agrees that the Design-Build Agreement will be Fagen’s chosen form of Design-Build Agreement and will contain among other things, those terms and conditions set forth in the General Terms and Conditions section of this Letter of Intent.

2. Contract Price. Owner shall pay Fagen One Hundred Nineteen Million Six Hundred Ninety-eight Thousand Three Hundred Sixty-five Dollars ($119,698,365.00) (the “Contract Price”) as full consideration to Fagen for full and complete performance of the services described in the Design-Build Agreement and all costs incurred in connection therewith.

(a) The Contract Price shall not include any costs related to union labor or prevailing wage requirements. If any action by Owner, a change in Applicable Law, or a Governmental Authority (as those terms are defined in the Design-Build Agreement) acting pursuant to a change in Applicable Law, shall require Fagen to employ union labor or compensate labor at prevailing wages, the Contract Price shall be adjusted upwards to include any increased costs associated with such labor or wages. Such adjustment shall include, but not be limited to, increased labor, subcontractor, and material and equipment costs resulting from any union or prevailing wage requirement; provided, however, that if an option is made available to either employ union labor, or to compensate labor at prevailing wages, such option shall be at Fagen’s sole discretion and that if such option is

CassCo Amaizing Energy, LLLP
Letter of Intent
June 30, 2006
Page 3 of 14

executed by Owner without Fagen’s agreement, Fagen shall have the right to terminate this Letter of Intent or the Design-Build Agreement, as applicable, and receive compensation pursuant to Paragraph 4(c) hereof or the terms of the Design-Build Agreement, whichever is applicable.

(b) If the Construction Cost Index published by Engineering News-Record Magazine (“CCI”) for the month in which a Notice to Proceed is given to Fagen is greater than 7699.59 (June 2006), the Contract Price shall be adjusted to reflect such increase.

3. General Terms and Conditions. The consummation of the Transaction will be subject to the Design-Build Agreement containing the following conditions:

(a) Fagen will have no responsibility for and will not perform any site preparation work. Owner’s site responsibilities will include, but will not be limited to:

i.	Obtaining land and legal authority to use the site for its intended purpose;
ii.	site grading including soil stabilization and the costs connected therewith;
iii.	final grading, seeding, and mulching;
iv.	site security, including any site fencing;
v.	procuring boundary and topographic surveys;
vi.	procuring soil borings and geotechnical reports;
vii.	obtaining all operating permits, including any fees, bonding, and required testing;
viii.	obtaining storm water runoff permit;
ix.	obtaining any necessary pollutant elimination discharge permit;
x.	obtaining a natural gas supply and service agreement and providing all gas piping to the use points, providing burner tip pressures as specified by Fagen, and supplying a digital flowmeter;
xi.	securing temporary and permanent electrical service, including all infrastructure design and installation for any line/service extensions, substation, primary feed and metering system, and on-site electrical distribution system up to and including the service transformers;
xii.	supplying a water source, storage, and water supply lines of appropriate quality and quantity;
xiii.	paying for a water pre-treatment system should the project require such a system (procurement and installation by Fagen);
xiv.	providing wastewater discharge piping, septic tank and drainfield or connect to a municipal system as required for the sanitary sewer requirements of the Plant;
xv.	providing and maintain required ditches and permanent roads;
xvi.	constructing, furnishing, and equipping the administration building;
xvii.	providing maintenance and power equipment and spare parts;
xviii.	providing all rail design, engineering, and construction, including any

CassCo Amaizing Energy, LLLP
Letter of Intent
June 30, 2006
Page 4 of 14

railroad permits or approvals;

xix.	supplying drawings of rail system and administration building to Fagen; and
xx.	paying for the required fire protection system for the Plant (procurement and installation by Fagen).

(b)	Owner will enter into a Phase I and Phase II Engineering Services Agreement with Fagen Engineering, LLC. The Phase I and Phase II Engineering Services Agreement will provide for commencement of work on the Phase I and Phase II engineering for the project as set forth therein. The Phase I engineering shall consist of engineering and design of the Plant site and shall include: property layout; grading, drainage and erosion control plan drawings; roadway alignment drawings; culvert cross sections and details; and seeding and landscaping, if required. The Phase II engineering shall consist of engineering and design of site work and utilities for the Plant, all within the property line of the Plant, including: property layout; site grading and drainage drawings; roadway alignment; all utility layout including fire loop, potable water, well water if applicable, sanitary sewer, utility water blowdown, and natural gas; geometric layout; site utility piping tables; tank farm layout; tank farm details; sections and details drawing, if required, and miscellaneous details drawing, if required. Owner will pay Fagen Engineering, LLC Ninety-two Thousand Five Hundred Dollars ($92,500.00) for such engineering services pursuant to the terms of that agreement, the full amount of which shall be included in and credited to the Contract Price. Notwithstanding the foregoing sentence, if a Notice to Proceed is not issued pursuant to the terms of the Design-Build Agreement, or Financial Closing is not obtained, then Fagen Engineering, LLC shall keep the full amount paid under the Phase I and Phase II Engineering Services Agreement as compensation for the services provided thereunder.
(c)	Fagen will provide reasonable assistance to Owner in obtaining Owner’s permits, approvals and licenses.
(d)	Owner will provide: surveys describing the property’s boundaries; geotechnical studies describing subsurface conditions; temporary and permanent easements, zoning and other requirements and encumbrances to enable Fagen to perform the work; a legal description of the site; as-built and record drawings of any existing structures; environmental studies, reports, and statements describing the environmental conditions, including hazardous conditions at the site.
(e)	Owner will be responsible for securing and executing all necessary real estate agreements to secure the site and is responsible for all costs incurred in obtaining those agreements.

CassCo Amaizing Energy, LLLP
Letter of Intent
June 30, 2006
Page 5 of 14

(f)	Fagen may subcontract portions of the work.
(g)	Fagen will provide two (2) weeks of training for all of Owner’s employees and, if applicable, Owner’s Operator’s employees required for the operation and maintenance of the Plant.
(h)	Owner must obtain Financial Closing prior to the issuance of a Notice to Proceed.
(i)	Owner will pay all reasonable costs incurred by Fagen for frost removal so that winter construction can proceed. Such costs will be in addition to, and not included in, the lump sum price.
(j)	All drawings, specifications, calculations, data, notes and other materials and documents, including electronic data furnished by Fagen to Owner under the Design-Build Agreement (“Work Product”) will be instruments of service and Fagen will retain the ownership and property interests therein, including copyrights thereto.
(k)	Upon payment in full under the Design-Build Agreement, Fagen will grant Owner a limited license to the Work Product for use in connection with the operation, maintenance, and repair of the Plant including the interconnection of, but not design of, any future expansions to the Plant. The limited license will not permit Owner to modify the Plant in any way that would increase the distillation, dehydration or evaporation capacity of the Plant.
(l)	Work will commence following receipt of Owner’s written valid notice to proceed (“Notice to Proceed”). The Notice to Proceed cannot be given until (1) the Owner has title to the real estate on which the project will be constructed; (2) the site work required of Owner is completed; (3) the air permit(s) and/or other applicable local, state or federal permits necessary for construction to begin have been obtained; (4) Owner has obtained Financial Closing; (5) if applicable, Owner executes a sales tax exemption certificate and provides to Fagen; (6) Owner provides the name of its property/all-risk insurance carrier and the specific requirements for fire protection; (7) Owner has provided an insurance certificate or copy of insurance policy demonstrating that Owner has obtained builder’s risk insurance; and (8) Fagen has provided Owner written notification of its acceptance of the Notice to Proceed. If Notice to Proceed is not issued within one hundred and eighty (180) days of the effective date of the Design-Build Agreement, that agreement shall terminate, thus releasing Fagen of all obligations.
(m)	“Substantial Completion” will be the date on which the Plant construction has been completed to a point that the Plant is ready to grind the first batch of corn for

CassCo Amaizing Energy, LLLP
Letter of Intent
June 30, 2006
Page 6 of 14

producing ethanol and begin operation for its intended use as a one hundred (100) MGY dry grind ethanol production facility. No production capacity is guaranteed on the Substantial Completion date, but the Plant is largely completed as of that date.

(n)	Substantial Completion will occur within Five Hundred and Forty-Five (545) days after the date of the Notice to Proceed.
(o)	Fagen will be entitled to an early completion bonus for each day that Substantial Completion occurs in advance of Five Hundred and Forty-Five (545) days (“Early Completion Bonus”). The Early Completion Bonus is earned for achieving Substantial Completion early, but is not due until the final payment.
(p)	“Final Completion” will be achieved once Owner reasonably determines that: Substantial Completion has been achieved; any outstanding amounts owed by Fagen to Owner have been paid; remaining items of work have been completed; clean-up of the site has been completed; all permits required to have been obtained by Fagen have been obtained; certain information including an affidavit stating that there are no outstanding liens, a release from further compensation, consent to final payment, and a hard copy of the as-built plans (which will remain Work Product) has been provided to Owner; releases and waivers of all claims and liens from Fagen and subcontractors have been provided; and the Performance Tests have been successfully completed. Final Completion will occur no more than ninety (90) days after the actual Substantial Completion date. The 90-day period between Substantial Completion and Final Completion will be tied directly to actual Substantial Completion. By way of example, if Substantial Completion is achieved 10 days early, then the 90-day period to Final Completion would begin on that earlier date.
(q)	Fagen will demonstrate certain performance guarantee criteria through performance testing performed following Substantial Completion but prior to Final Completion (“Performance Tests”). Air permit testing shall be done by a third party contractor retained by Owner.
(r)	Owner will take control of the Plant after completion and acceptance of the Performance Tests. The Performance Tests will be completed by Owner’s personnel under Fagen’s direction.
(s)	Fagen will pay liquidated damages at a daily amount equal to the daily Early Completion Bonus amount for each day past 90 days after Substantial Completion that Final Completion is not attained. Fagen’s liability for liquidated damages shall be capped at and shall not exceed Two Hundred and Fifty Thousand Dollars ($250,000).

CassCo Amaizing Energy, LLLP
Letter of Intent
June 30, 2006
Page 7 of 14

(t)	The aggregate liability of Fagen, its Subcontractors, vendors, suppliers, agents and employees, to Owner (or any successor thereto or assignee thereof) for any and all claims and/or liabilities arising out of or relating in any manner to the work or to Fagen’s performance or non-performance of its obligations under the Design-Build Agreement, whether based on contract, tort (including negligence), strict liability, or otherwise, shall not exceed in the aggregate, the Contract Price and shall be reduced, upon the issuance of each Application for Payment, by the total value of such Application for Payment; provided, however, that upon the earlier of Substantial Completion or such point in time that requests for payment pursuant to the Design-Build Agreement have been made for ninety percent (90%) of the Contract Price, Fagen’s aggregate liability shall be limited to the greater of (1) Ten Percent (10%) of the Contract Price or (2) the amount of insurance coverage available to respond to the claim or liability under any policy of insurance provided by Fagen under the Design-Build Agreement
(u)	The warranty period for work completed pursuant to the Design-Build Agreement will extend for one year past Substantial Completion. The Warranty will not apply to defects caused by abuse, alterations, or failure to maintain the work by persons other than Fagen or anyone for whose acts Fagen may be liable. The warranty period will be extended one day for each day that such part of the work repaired under such warranty is malfunctioning or not in conformance with project requirements provided that Owner must report such non-conformance or malfunction within seven (7) days of the appearance of such non-conformance or malfunction.
(v)	Owner will pay Fagen a mobilization fee in the amount of Eight Million Dollars ($8,000,000.00) as soon as possible following the execution of the Design-Build Agreement, and at the latest, at the earlier to occur of financial closing or the issuance of a Notice to Proceed.
(w)	Fagen will request payment and Owner will pay Fagen in accordance with the following procedures:

i.

Fagen will submit to Owner a request for payment (an “Application for Payment”) on or before the twenty-fifth (25th) day of each month beginning with the first month following the acceptance of Notice to Proceed. Along with each Application for Payment, Fagen will submit to Owner signed lien waivers for the work included in the Application for Payment submitted for the immediately preceding pay period and for which payment has been received.

ii.

The Application for Payment will constitute Fagen’s representation that the work has been performed consistent with the Transaction Documents

CassCo Amaizing Energy, LLLP
Letter of Intent
June 30, 2006
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and has progressed to the point indicated in the Application for Payment. No additional documentation will be provided to Owner in support of the Application for Payment. The work completed at the site and the comparison of the Application for Payment against the Schedule of Values shall provide sufficient substantiation to Owner of the accuracy of the Application for Payment. The Schedule of Values subdivides the work into its respective parts, includes values for all items comprising the work, and serves as the basis for the monthly progress payments.

iii.	The Application for Payment may request payment for equipment and materials not yet incorporated into the project only if Owner is satisfied that the materials and equipment are suitably stored at the site or elsewhere and are protected by suitable insurance. Upon payment, Owner will receive title to such equipment and materials.
iv.	Owner shall make payment within ten (10) days of receipt of the Application for Payment. Failure to make such payment will result in the accrual of interest at a rate of eighteen percent (18%) per annum commencing five (5) days after the payment is due. Failure to make such payment, except if due to appropriate withholding of payment due to a good faith dispute, entitles Fagen to stop work.
v.	If Owner wishes to dispute any portion of the Application for Payment, Owner must notify Fagen in writing at least five (5) days prior to the date payment is due. Such notice must state the specific amounts Owner intends to withhold, the reasons and contractual basis for withholding, and the specific measures Fagen must take to rectify Owner’s concerns. Regardless of a dispute as to a portion of the Application for Payment, Owner must pay all undisputed amounts by the payment due date.
vi.	Retainage on progress payments made pursuant to the Design-Build Agreement will be capped at five percent (5%) of the total price. Owner will retain ten percent (10%) of each payment up to a maximum of five percent (5%) of the total Contract Price. Once five percent (5%) of the total price has been retained, Owner will not retain any additional amounts from subsequent payments. Owner will release retainage, less the amount equal to the value of subcontractor lien waivers not yet obtained, upon completion of the Performance Tests.
vii.	Upon Final Completion, Fagen will deliver to Owner a request for final payment. Owner will make the final payment within thirty (30) days after the receipt of such request. Owner’s failure to make Final Payment will void any and all warranties, whether express or implied, provided by Fagen pursuant to the Agreement.

(x) Fagen will not be responsible for any hazardous condition encountered at the site and may stop work in an affected area until such hazardous condition is removed by Owner.

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Letter of Intent
June 30, 2006
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(y)	Fagen will not be responsible for differing site conditions including concealed or latent physical conditions or subsurface conditions and will be entitled to a price adjustment to the Contract Price to the extent that its cost and/or time of performance is adversely impacted by the differing site conditions.
(z)	“Force Majeure Events” shall mean any cause or event beyond the reasonable control of, and without the fault or negligence of a Party claiming Force Majeure, including, without limitation, an emergency, floods, earthquakes, hurricanes, tornadoes, adverse weather conditions not reasonably anticipated or acts of God; sabotage; vandalism beyond that which could reasonably be prevented by a Party claiming Force Majeure; terrorism; war; riots; fire; explosion; blockades; insurrection; strike; slow down or labor disruptions (even if such difficulties could be resolved by conceding to the demands of a labor group); economic hardship or delay in the delivery of materials or equipment that is beyond the control of a Party claiming Force Majeure, and action or failure to take action by any governmental authority after the effective date of the Design-Build Agreement (including the adoption or change in any rule or regulation or environmental constraints lawfully imposed by such governmental authority), but only if such requirements, actions, or failures to act prevent or delay performance; and inability, despite due diligence, to obtain any licenses, permits, or approvals required by any governmental authority.
(aa)	If Fagen is delayed at any time in the commencement or progress of the work due to a delay in the delivery of, or unavailability of, essential materials or labor to the project as a result of a significant industry-wide economic fluctuation or disruption beyond the control of and without the fault of Fagen or its subcontractors which is experienced or expected to be experienced by certain markets providing essential materials, equipment or labor to the project during the performance of the work and such economic fluctuation or disruption adversely impacts the price, availability, and delivery timeframes of essential materials and equipment (such event an “Industry-Wide Disruption”), Fagen shall be entitled to an equitable extension of the Contract Time on a day-for-day basis equal to such delay. The Owner and Fagen shall undertake reasonable steps to mitigate the effect of such delays. Notwithstanding any other provision to the contrary, Fagen shall not be liable to the Owner for any expenses, losses or damages arising from a delay, or unavailability of, essential materials or labor to the project as a result of an Industry-Wide Disruption.
(bb)	The Transaction will be governed by the laws of the State of Minnesota.

4. Exclusivity, No Solicitation or Negotiations.

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Letter of Intent
June 30, 2006
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(a)	Neither Owner, nor its affiliates, shareholders, members or other equity owners, or their officers, representatives, agents or employees will solicit or negotiate, directly or indirectly, with any third party to obtain the services contemplated by this Letter of Intent.
(b)	During the term of this Letter of Intent the Owner agrees that Fagen will have the exclusive right to provide to Owner the services contemplated by the Letter of Intent. Developer and Owner will not disclose any information related to this Letter of Intent to a competitor or prospective competitor of Fagen.
(c)	Should Owner choose not to develop the project or to develop or pursue a relationship with a company other than Fagen to provide the preliminary engineering or design-build services for the project, then Owner will reimburse Fagen for all expenses Fagen has incurred in connection with the project based upon Fagen’s standard rate schedule plus all third party costs incurred from the date of this Letter of Intent. Such expenses include, but are not limited to, labor rates and reimbursable expenses such as legal charges for document review and preparation, travel expenses, reproduction costs, long distance phone costs, and postage.
(d)	In the event Fagen’s services are terminated by Owner, title to the technical data, which may include preliminary engineering drawings and layouts and proprietary process related information will remain with Fagen and any copies thereof, will be returned to Fagen.
(e)	Owner acknowledges that the technical data provided by Fagen under this Letter of Intent is preliminary and may not be suitable for construction. Owner agrees that any use of such technical data following termination of Fagen’s services will be at Owner’s sole risk.

5. Commitment Fee. Immediately upon the execution of this Letter of Intent, Owner shall pay Fagen One Million Dollars ($1,000,000.00) as a non-refundable commitment fee (“Commitment Fee”). The Commitment Fee will be credited against the Contract Price upon the occurrence of: (i) the execution of the Transaction documents; and (ii) timely acceptance of Notice to Proceed pursuant to the Design-Build Agreement. If Owner chooses not to proceed with the project or the Transaction Documents are not executed and delivered by the Closing Date or Owner fails to provide timely Notice to Proceed pursuant to the Design-Build Agreement, Fagen shall retain the full amount of the Commitment Fee and Owner shall not be entitled to any refund or credit. Should Owner fail to pay the Commitment Fee within ten (10) days of the execution of this Letter of Intent, this Letter of Intent shall terminate and Fagen shall have the right to receive compensation pursuant to Paragraph 4(c) hereof.

6. Confidentiality. Owner will hold in confidence and will use only for the purposes of

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Letter of Intent
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completing the Transaction any and all confidential information disclosed to it except that Owner may disclose confidential information to its lenders, lenders’ agents, prospective investors, advisors and/or consultants as may be reasonably necessary to enable them to advise Owner on the Transaction, provided that any party to whom confidential information is disclosed is informed of the existence of this confidentiality obligation and agree to be obligated to keep such information confidential. The term “confidential information” will mean (i) any and all information concerning the Transaction, including that Fagen and Owner are negotiating the consummation of the Transaction, and (ii) all information which Owner, directly or indirectly, may acquire from Fagen, but confidential information will not include information falling into any of the following categories:

(a)	information that, at the time of disclosure hereunder, is in the public domain;
(b)	information that, after disclosure hereunder, enters the public domain other than by breach of this Agreement or the obligation of confidentiality;
(c)	information that, prior to disclosure hereunder, was already in the Owner’s possession, either without limitation on disclosure to others or subsequently becoming free of such limitation;
(d)	information obtained by the Owner from a third party having an independent right to disclose this information; and
(e)	information that is available through discovery by independent research without use of or access to the confidential information acquired from Fagen.

Owner’s obligation to maintain confidential information in confidence will be deemed performed if Owner observes with respect thereto the same safeguards and precautions which Owner observes with respect to its own confidential information of the same or similar kind. It will not be deemed to be a breach of the obligation to maintain confidential information in confidence if confidential information is disclosed upon the order of a court or other authorized governmental entity, or pursuant to other legal requirements. However, if Owner is required to file the Transaction Documents or a portion thereof with a governmental entity, it agrees that it will not do so without first informing Fagen of the requirement and seeking confidential treatment of the Transaction Documents prior to filing the documents or a portion thereof. Owner’s confidentiality obligations under this section shall survive the expiration or termination of this Letter of Intent and shall be a legally binding obligation of Owner for five (5) years following the later to occur of termination of this Letter of Intent or completion of the Plant contemplated by the Transaction Documents.

7. Publicity. Neither Owner nor any of its affiliates, shareholders, subcontractors, or vendors or their officers, representatives, agents and employees will issue any press or publicity release or otherwise release, distribute, announce, or disseminate any information for

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publication concerning the Transaction, the existence of the negotiations among Fagen and Owner, the participation of Fagen in the Transaction, or any other matter affecting Fagen hereunder, without the prior written consent of Fagen, which consent may be withheld for any reason, except where such press or publicity release is required by order of a court or necessary or appropriate under the rules or regulations of any governmental agency.

The Parties will jointly agree on the timing and content of any public disclosure by Owner, including but not limited to, press releases, relating to Fagen’s involvement in Owner’s project, and no such disclosure will be made without Fagen’s consent and approval, except as may be required by applicable law.

8.	Disclaimer of Consequential Damages. In no event will either Fagen or Owner be liable to the other pursuant to this Letter of Intent, or for activities conducted under this Letter of Intent, under any theory of recovery for any indirect, special, incidental or consequential damages (including, without limitation, loss of revenues or profits, loss of use, cost of replacement, cost of capital and claims of customers, interest charges, or increased costs of nature whatsoever) .
9.	Legal Effect. Although this Letter of Intent does not contain all matters upon which agreement must be reached in order for the Transaction to be consummated, Fagen and Owner wish to set forth, prior to the execution of the Transaction Documents, their mutual agreement as to the material terms and conditions of the Transaction. Each Party agrees to negotiate in good faith towards entering into the written, definitive and legally binding Transaction Documents containing, among other terms and conditions, those terms and conditions set forth in this Letter of Intent including, without limitation, those terms set forth in Paragraphs 2 and 3 hereof; provided, however, that except as specifically identified and set forth herein, nothing in this Agreement shall be read to promise, guarantee, or otherwise secure on Owner’s behalf any specific construction start date with respect to the Plant including but not limited to any pour concrete date, scheduling slots or dates for the delivery of design packages or to entitle Owner to any rights, privileges, or claims with respect thereto or any right, privilege, or claim to any place on Fagen’s construction schedule. Notwithstanding the foregoing, the provisions of this Paragraph and of Paragraphs 1, 4, 5, 6, 7, 8, 11, 12, 14, 17 and 18 hereof are agreed to be legally binding obligations of the Parties upon the execution and acceptance of this Letter of Intent.
10.	Negotiation of Definitive Agreements. The Transaction Documents will contain reasonable terms and conditions regarding releases, payment obligations, cooperation as to tax planning and structuring, other financial matters, legal opinions, confidentiality, limitations of liability, assignment, breach, dispute resolution, events of default, remedies, representations, warranties, indemnifications and other provisions customary for similar transactions. Time is of the essence in the performance of this Letter of Intent in all respects.

11. Termination. This Letter of Intent will terminate on December 31, 2007 unless the basic

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size and design of the Plant have been determined and mutually agreed upon, a specific site or sites have been determined and mutually agreed upon, and at least 10% of the necessary equity has been raised. This date may be extended upon mutual written agreement of the Parties. Furthermore, unless otherwise agreed to by the Parties, this Letter of Intent will terminate:

(a)	at the option of either Fagen or Owner if the Design-Build Agreement is not completed and executed by the Closing Date; or
(b)	upon the execution and delivery of the Transaction Documents.

12. Governing Law. This Letter of Intent is governed by, and will be construed and interpreted in accordance with the laws of the State of Minnesota, without regard to any conflicts of law or choice of law rules.

13. Expenses. Except as set forth in Paragraph 4(c) above, unless otherwise agreed by Fagen and Owner, each Party will bear its own expenses in connection with the negotiation and execution of definitive documentation for the transactions contemplated herein.

14. Indemnification. Each Party will indemnify, defend and hold harmless the other Party and its respective agents, servants, officers, directors, employees and affiliates from and against any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ and consultants’ fees and disbursements), penalty or fine incurred in connection with any claim or cause of action arising from or in connection with this Letter of Intent to the extent caused by the negligence, misrepresentation, fraud, fault or misconduct of the indemnifying Party.

15. Assignability; Binding Effect; Benefit. This Letter of Intent will inure to the benefit of and be binding upon the Parties and their respective successors and assigns. Nothing in this Letter of Intent, either expressed or implied, is intended to confer on any person other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Letter of Intent. Neither Fagen nor Owner shall, without the written consent of the other, assign or transfer this Letter of Intent. Any sale, transfer, or disposition by Owner of over fifty percent (50%) of its assets or any sale, transfer, or disposition of more than fifty percent (50%) of Owner to any single entity by one or more entities holding interest in Owner shall be deemed an assignment subject to this paragraph. Notwithstanding any consent granted by Fagen to any assignment, Owner shall remain jointly liable for any failure of any assignee to fulfill its obligations under this Letter of Intent, including but not limited to any payment and confidentiality obligations established hereunder.

16. Further Action. Each Party agrees to execute and deliver all further instruments, legal opinions and documents, and take all further action not inconsistent with the provisions of this Letter of Intent that may be reasonably necessary to complete performance of the

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Parties’ obligations hereunder and to effectuate the purposes and intent of this Letter of Intent.

17. Amendments. The Parties agree that this Letter of Intent may be modified only by written agreement by the Parties.

18. Integration; Letter of Intent. This Letter of Intent represents the entire understanding between the Parties in relation to the subject matter hereof, and supersedes any and all previous agreements, arrangements or discussions between the Parties (whether written or oral) in respect of the subject matter hereof. No change, amendment or modification of this Letter of Intent will be valid or binding upon the Parties unless such change, amendment or modification will be in writing and duly executed by both Parties.

19. No Representation, Warranties or Covenants. Notwithstanding anything contained herein to the contrary, Fagen is not making any representation, warranty or covenant of any kind with respect to any design, engineering or construction scheduling, or with respect to projections, estimates or budgets heretofore delivered to or made available to Owner of future revenues, expenses or expenditures, future results of operations (or any component thereof) or the future business and operations of the Owner, nor any other commitments or assurances except as may be provided in the Transaction Documents.

20. Counterparts. This Letter of Intent may be executed in one or more counterpart, each of which when so executed and delivered will be deemed an original, but all of which taken together constitute one and the same instrument. Signatures which have been affixed and transmitted by facsimile or other electronic means will be binding to the same extent as an original signature, although the Parties contemplate that a fully executed counterpart with original signatures will be delivered to each Party.

               If the foregoing terms accurately reflect your understanding of our discussions and are acceptable to you, please sign and return the enclosed counterpart of this Letter of Intent to the undersigned.

Yours sincerely, Fagen, Inc.
/s/ Ron Fagen
By: Roland “Ron” Fagen
Title:	President and CEO

Accepted and agreed to this
day of 25^th July, 2006.

CassCo Amaizing Energy, LLLP
/s/ Sam J. Cogdill
By: Sam Cogdill
Title:	President

EX-10.13

Exhibit 10.13

“Nationwide Service”
800-999-3050
262-252-3377
Fax 262-252-3393

VOLKMANN
RAILROAD	Engineering — Construction – Maintenance
BUILDERS	14625 West Kaul Avenue — Menomonee Falls, WI 53051

Railroad Track Design-Build Agreement

Owner Cassco Amaizing Energy LLC, 1201 E. 7^s’ Street, Atlantic, IA 50022
Design-Build Contractor: Volkmann Railroad Builders, Inc (VRB)          Date: September 29, 2006

Whereas, Owner desires to have VRB design and build a complete and functional railroad track system to serve Owner’s proposed facility known as Cassco Energy ethanol plant located in Atlantic, lowa, Owner and VRB agree as follows:

Phase One “Conceptual Drawings”: Owner will provide site map and topo phic survey of proposed site at no cost to VRB. Based upon information provided by Owner as to required railcar capacity, types of railcars, and service needs, VRB will furnish a Conceptual Plan indicating a possible track layout This plan is for discussion purposes and does not guarantee railroad approval and is subject to final field survey, drainage considerations, utility conflicts, construction drawings, local permits, and railroad approvals. A track construction cost estimate will be provided. for Owner’s budgeting purposes.

Phase Two “Construction Drawings”: After preliminaty approval of the Conceptual Plan, VRB will provide detailed track construction drawings for final approval. VRB will coordinate with the operating railroad, the facility designer and builder, and the site civil engineer to establish final layout and elevations. Final plans will include both plan and profile views of the complete track facility. Note: Environmental and geotechnical investigation/evaluation is not part of VRB’s scope of work,

Phase Three “Construction”: Owner and VRB agree that a track construction agreement will be based upon the final construction drawings to determine quantities of track, derails, turnouts, road crossings, etc. to be built, and that the prices will be based upon VRB cost schedule, plus 10% for overhead and profit (see attached Track Construction Exhibit A for sample cost calculation). VRB will endeavor to obtain the best possible value when purchasing materials for the project. Railroad requirements, local market conditions, and rail material industry conditions can cause costs to vary significantly in different locations and at different times. VRB will coordinate with the owner and plant builder’s schedule to assure that tracks are completed when needed. Owner will pay VRB on a monthly basis for progress including material purchased for the project. VRB will obtain approval of track construction from operating railroad to assure the Owner that service will be provided to the facility. VRB guarantees all material and workmanship for one year after completion of project and will correct any defects (excluding damage by others) at no cost to the Owner.

Costs are as follows:	Phase One Conceptual Drawings	$1,650 per site (2 sites included)
	Phase Two Construction Drawings:	$14,600
	Phase Three Track Construction:	Cost plus 10%
	Rail yard grading plan:	$6,200

This agreement and attachment(s) Track Construction Exhibit A are agreed to by Owner and VRB. If Owner decided to terminate the project after Phase One is comple(ted, it shall not be responsible for any costs beyond Phase One and likewise for Phase Two. If Phase Two is completed and Phase Three is approved by Owner, it is hereby agreed that Track Construction Agreement will be entered by both parties, its successor, or assigns.

Owner: CassCo Amaizing Energy		Volkmann Railroad Builders, Inc.
By:	/s/ Jack Ryan	Rick Volkmann
Name: Jack Ryan     Title: Project Coordinator		Rick Volkmnn, President

	Track Construction — Exhibit A
XYZ Ethanol							Date:			09/26/06
Project:	new ethanol plant						Track Ft.=			19125
Quantity		Wt		Description		Cost			Total		Per Unit
728.28	tons rail		112	39	ft lengths	$	780.00		$	568,058.40
11769	7’ Industrial Grade			19.5	“ tie spacing	$	43.00		$	506,076.92
23538	tie plates			11”	DS	$	6.60		$	155,353.85
980.8	pair joint bars			4	hole	$	45.00		$	44,134.62
3923	bolts w/washers				each	$	2.00		$	7,846.15
15300	tons of ballast			8	“ under ties	$	16.00		$	244,800.00
10908	tons of sub-ballast			6	“ x 22’ x 2800#	$	0.00		$	0.00
294.2	kegs 5/8 spikes			3	per plate	$	88.00		$	25,892.31
11769	anchors			12	per rail	$	1.50		$	17,653.85
				Sales tax		$	0.04		$	62,792.64
				Sub-total Material					$	1,632,608.74	$	85.37
	Labor, Equipment, Fuel, Per Diem				per foot of track		29		$	554,625.00
	Travel Expenses				per foot of track		3		$	57,375.00
					VRB Cost per Track Foot				$	2,187,233.74
					Overhead + Profit		10	%	$	443,184.25
									$	2,630,417.98
					Track Cost per Foot						$	137.54
Switch Items
1	AREMA switch package			11	number	$	19,500.00		$	19,500.00
1	switch ties-new				sets	$	5,544.00		$	5,544.00
9.2	tons rail		112	39	lengths	$	780.00		$	7,187.98
160	tie plates			DS	size	$	6.60		$	1,056.00
12	pair joint bars			4	hole	$	45.00		$	540.00
48	bolts				each	$	2.00		$	96.00
120	Tons ballast				ton	$	16.00		$	1,920.00
4	kegs				per switch	$	86.00		$	344.00
600	anchors				per switch	$	1.50		$	900.00
1	Ergonomic switchstand					$	1,100.00		$	1,100.00
				Sales tax			0.04		$	1,483.52
				Sub-total Material					$	39,671.50
	Labor, Equipment, Fuel, Per Diem								$	7,000.00
	Travel Expenses								$	600.00
					VRB Cost				$	47,271.50
					Overhead + Profit		10	%	$	4,727.15
											$	51,998.65
					Switch Cost Each				$	51,998.65
	Track Construction — Exhibit A

Track Construction Exhibit A

EX-10.14

Exhibit 10.14

CHICAGO, CENTRAL AND PACIFIC RAILROAD COMPANY

INDUSTRY TRACK AGREEMENT CCP 10646

Dated this 19^th day of October 2006

between

CHICAGO, CENTRAL AND PACIFIC RAILROAD COMPANY

– and –

AMAZING ENERGY, LLC

Lorraine McRae
Contract Administrator
Business Development
Canadian National Railway Company
935 de la Gauchetiere Street West, Floor 8
Montreal, Quebec
H3B 2M9

telephone (514) 399-8740
faxmittal (514) 399-7703
email: lorraine.mcrae@cn.ca

1

     THIS AGREEMENT entered into as of this 19^th day of October 2006 by and between Chicago, Central and Pacific Railroad Company, hereinafter called (“RAILROAD”), whose post office address is 17641 South Ashland Avenue, Homewood, Illinois 60430 and Amazing Energy, LLC hereinafter called (“INDUSTRY”), whose post office address is 2404 Hwy. 30 W., Denison, IA 51442.

     WHEREAS, INDUSTRY desires the use, operation and maintenance of approximately eight thousand five hundred (8,500) feet of track (“Track”) to serve INDUSTRY near Milepost 450.87 of the RAILROAD’s Omaha Subdivision, City of Denison, State of Iowa and located substantially as indicated in black and red shown on the print dated 12 October 2006 attached hereto and which forms part hereof (hereinafter called the “Agreement Plan”), and RAILROAD is willing to permit the same;

     WHEREAS, IT IS ACKNOWLEDGED that INDUSTRY retains the right to enter into agreement with other railroads (“railroads”) for use of the Track, and RAILROAD will not interfere with this right, provided such use does not unreasonably interfere with RAILROAD operations pursuant to this Agreement and the rights under this Agreement herein;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. RIGHT-OF-WAY

     (a) INDUSTRY, without cost to RAILROAD, shall provide all the right-of-way and secure all authority or permission, public and private, required for the operation of the Track in case and insofar as the Track extends beyond RAILROAD’s property. INDUSTRY shall not construct or allow the construction of any road (public or private), gate, tunnel, bridge, culvert, pit, gasoline, pipe or other items on, over, under or along the Track or right-of-way without RAILROAD’s actual knowledge in writing prior to any such construction. INDUSTRY accepts all responsibility for the construction, maintenance, repair and removal costs for the foregoing items, as well as any protective appliances required in connection with the operation of the Track.

     (b) INDUSTRY shall indemnify, defend and save harmless RAILROAD from and against any and all claims, demands and causes of action of any party whatsoever and all cost and expense incident thereto, including attorneys’ fees and costs, which may be sustained or incurred by RAILROAD arising from the lack or failure of title of INDUSTRY to said right-of-way or failure to comply with the foregoing covenant.

2. OWNERSHIP, MAINTENANCE AND REPAIRS

     (a) RAILROAD shall own, have sole control of, and shall maintain, repair and renew, and keep free and clear of snow, ice, weeds and similar obstructions that portion of the Track shown on the Agreement Plan and as identified as from points “A” to “B” AND “E” to “F”.

     (b) INDUSTRY shall own and, at its own cost and expense, maintain, repair and renew, and keep free and clear of snow, ice, weeds and similar obstructions, that portion of the Track as shown on the Agreement Plan and as identified in red. INDUSTRY shall maintain said portion in a condition which will safely and satisfactorily accommodate the equipment to be operated thereover by RAILROAD. In the event INDUSTRY shall fail to so maintain, RAILROAD may refuse to operate and shall be under no obligation nor shall it have any liability if it does not operate over said portion of the Track. Failure of RAILROAD to notify INDUSTRY of the need of such repairs or RAILROAD’s continued operation over the Track shall not relieve INDUSTRY of its obligation to maintain said portion of the Track in a safe condition and shall not relieve INDUSTRY of any responsibility for loss or damage resulting from its failure to so maintain. Further, INDUSTRY shall provide adequate drainage and keep the area along and adjacent to said portion of the Track free and clear of all ice and snow, materials, obstacles and debris so as to provide a safe workway for RAILROAD’s employees. Any future changes in or extensions of the Track upon which RAILROAD would be expected to operate railroad locomotives and cars thereover shall not be made by INDUSTRY without prior written notice to RAILROAD’s Contract Administrator, or his authorized representative.

2

     (c) INDUSTRY shall pay all compensation, assessments, fees, taxes and other charges and agrees to comply with all statutes and regulations required at any time by any federal, state or municipal authority, person or corporation regarding the maintenance, operation and ownership of the Track and the property in the vicinity thereof.

3. ADDITIONS, BETTERMENTS AND CHANGES TO TRACK

     (a) INDUSTRY shall pay to RAILROAD the cost and expense of all additions, betterments and changes to the Track as, in the judgment of RAILROAD, may be necessary, including, but not limited to, the cost of installation and maintenance of derails, signals and other safety devices and changes rendered necessary by changes in RAILROAD’s tracks, property or operating requirements, including a change of grade or alignment required by any federal, state or municipal law or ordinance.

     (b) In addition, INDUSTRY shall pay to RAILROAD the cost and expense of any changes in or additions to RAILROAD’s tracks and property made necessary by the construction, maintenance or operation of the Track.

4. SERVICE & USE

     (a) RAILROAD shall have control of the operation of railroad locomotives and cars over the Track, and shall have the right to enter upon the property of INDUSTRY, for the purpose of operating and using the Track. RAILROAD shall deliver on the Track all freight in carloads consigned to INDUSTRY and will place empty cars thereon for loading full carloads to be shipped by INDUSTRY pursuant to tariff or contract rates. RAILROAD shall have the right to extend, cross and connect with the Track, when such extension, crossing or connection does not unreasonably interfere with service to INDUSTRY.

     (b) It is acknowledged that service coordination between RAILROAD, railroads, and Industry will be required.

     (c) RAILROAD shall not be obligated to operate over the Track if prevented or hindered from doing so by acts of God, public authority, strikes, riots, labor disputes or any other cause beyond its control.

5. CLEARANCES

     (a) INDUSTRY shall not place, permit to be placed, or allow to remain, any material, equipment, structure, pole, wire, cable or other obstacle or obstruction of any kind adjacent to said Track at distances less than, nine (9) feet on straight track or ten (10) feet on curved track, laterally of the center, or within thirty-five (35) feet vertically from the top of either rail of the Track; nor shall it make, permit to be made, or allow to remain, any excavation adjacent to the Track. The number of feet of clearance herein specified may be changed by RAILROAD at any time to meet legal requirements by giving written notice thereof to INDUSTRY. Any such approved RAILROAD change shall not relieve INDUSTRY from any risk arising from establishment of clearance less than those herein above specifically described. Within 10 days after receipt of such notice, INDUSTRY shall, at its own expense, proceed to make such changes as may be necessary to comply therewith. If INDUSTRY shall fail to do so, RAILROAD shall have the option of making such changes at the expense of INDUSTRY or suspending service over the Track. Should RAILROAD exercise its option to make such changes, INDUSTRY agrees to pay the cost and expense thereof.

     (b) RAILROAD acknowledges that the section of the Track, identified as the Close Clearance Area on the Agreement Plan, does not meet the aforementioned clearance requirements. Appropriate signage has been erected allowing RAILROAD to operate safely within this area.

6. INDEMNIFICATION

     (a) It is understood that the movement of railroad locomotives involves some risk of fire. INDUSTRY agrees to assume responsibility for and to protect, defend, indemnify and save harmless RAILROAD, its parent and affiliates and all its officers, directors, agents, invitees and employees thereof (hereinafter referred to collectively in this Section 6 as RAILROAD), against loss or damage (including costs of defense, settlement and attorneys’ fees) to property, other than property of RAILROAD or rolling stock or lading belonging to third parties, arising directly or indirectly from fire caused by locomotives operated by RAILROAD on or near the Track while serving INDUSTRY, whether such loss or damage is caused or contributed to, in whole or in part, by the negligence or strict liability of RAILROAD.

3

     (b) INDUSTRY further agrees to protect, defend, indemnify and save harmless RAILROAD, from and against, and to assume payment in full of any and all liabilities, penalties, fines, demands, claims, causes of action, suits and costs (including costs of defense, settlement and attorneys’ fees) which any or all of them may suffer or incur relating in any way to the Track or associated right of way, whether caused or contributed to, in whole or in part, by the negligent act or omission or strict liability of RAILROAD, as a result of:

(i)	Damage to or loss of use of any public or private property whatsoever; contamination of or adverse effects on the environment; or any violation or alleged violation of statutes, ordinances, orders, rules or regulations of any governmental entity or agency, directly or indirectly caused by, or arising in whole or in part out of, any act or omission of INDUSTRY, its employees, agents or representatives;
(ii)	Bodily injuries, including death, to any person whomsoever directly or indirectly caused by, or arising in whole or in part out of, any act or omission of INDUSTRY, its employees, agents or representatives;
(iii)	Bodily injuries, including death, to any trespasser or other third party on the Track or associated right of way, regardless of any act or omission of RAILROAD; and
(iv)	Violation by INDUSTRY of any provision of this Agreement.

     (c) In the event INDUSTRY fails to defend RAILROAD as specified herein, RAILROAD shall assume such defense. INDUSTRY shall remain responsible for all costs thereof, including attorney’s fees, and be bound by all judgments or settlements resulting therefrom.

     (d) The Comprehensive Environmental Responses, Compensation and Liability Act of 1980 (Public Law 96-510), which imposes liability for contamination of or adverse effects on the environment, contains no statute of limitations for the enforcement of liability arising under the Act. It is therefore expressly agreed between the parties that the indemnity set forth in Paragraph 6 (b)(i), as it relates to said Act, shall survive the expiration, termination, and any and all extensions and assignments of this Agreement.

7. INSURANCE

     So long as this Agreement shall remain in effect, or until all of INDUSTRY’S Cars shall be removed from the Track (whichever date is later), INDUSTRY shall obtain at its own cost and expense and keep in full force and effect and maintain with companies satisfactory to RAILROAD, Comprehensive General Liability Insurance insuring INDUSTRY against any and all damages, costs and expenses resulting from or arising in connection with bodily injury (including death) to any person and/or loss, damage or destruction of any property resulting from, growing out of or incidental to this Agreement with limits of not less than FIVE MILLION DOLLARS ($5,000,000) combined single limit for death or injury to each person and property damage. In the event the policy is a Claims Made policy, coverage shall include an aggregate of TEN MILLION DOLLARS ($10,000,000). The policy must name RAILROAD as an Additional Named Insured and shall contain a waiver of subrogation provision against RAILROAD, and to be so written that the insurers shall have no claim or recourse of any kind whatsoever against RAILROAD or RAILROAD’s property. Said insurance also must not contain any exclusions related to: (i) doing business on, near, or adjacent to railroad facilities or (ii) loss or damage resulting from surface, subsurface pollution, contamination or seepage, or handling, treatment, disposal, or dumping of waste materials or substances.

     The policy shall provide for not less than thirty (30) days’ prior written notice to RAILROAD of cancellation of or modification to the policy. A duplicate copy of such insurance policy or certificate of insurance shall be furnished to RAILROAD upon execution of this Agreement. Delivery of the policy of insurance or certificate required by this section and RAILROAD’S acceptance thereof is not intended to and shall not relieve, limit, affect, or modify INDUSTRY’S obligations under this Agreement.

4

     It is further understood and agreed that, so long as this Agreement shall remain in force or until all of INDUSTRY’S Cars shall be removed from the Track (whichever shall be later), RAILROAD shall have the right, from time to time, to revise the amount or form of insurance provided herein, as circumstances or changing economic conditions may require. RAILROAD shall give INDUSTRY written notice of any such requested change at least thirty (30) days prior to the date of expiration of the then existing policy or policies, which notice constitutes an amendment to this Agreement and shall become a part hereof; and INDUSTRY agrees to thereupon provide RAILROAD with such revised policy or policies.

8. RESPONSIBILITY FOR CARS

     INDUSTRY shall pay to RAILROAD the loss due to damage or destruction of car or cars placed on the Track for loading or unloading by INDUSTRY while on the Track, whether due to the improper use of said cars by INDUSTRY, or INDUSTRY’s agents or employees, or to fire, or to any other cause.

9. RESPONSIBILITY FOR LADING

     RAILROAD shall not be liable for damage or loss of any kind to goods, articles, or property of any description that may be shipped by INDUSTRY over the Track until and unless the car or cars containing such goods, articles, or other property, shall have been removed by RAILROAD and transportation and shipping instructions given to RAILROAD, nor shall RAILROAD be liable or responsible for any goods, articles or other property, of any description whatsoever, delivered by it on the Track after the cars or cars containing the same is or are placed on the Track.

10. ASSIGNMENT

     INDUSTRY shall not assign or transfer this Agreement, or any interest therein, or permit the use of the Track, or any portion thereof, by any other person, firm or corporation, without the prior written consent of RAILROAD. Any assignment or transfer of interest in contravention of this provision shall be null and void. Subject to the above, this Agreement shall be binding upon the parties, their heirs, executors, administrators, successors and assigns.

11. USE OF TRACK BY THIRD PARTIES

     INDUSTRY shall not lease to a third party, or otherwise grant to a third party the right to use, all or a portion of the premises served by the Track, without the prior written consent of RAILROAD, which consent shall not be unreasonably withheld. INDUSTRY shall promptly notify RAILROAD in writing and INDUSTRY shall require such third party to execute an agreement with RAILROAD covering use of all or a portion of the Track in a form satisfactory to Railroad, whereby said third party agrees to be bound by all of the terms and conditions which apply to INDUSTRY under this Agreement. It is understood, however, that execution of said agreement by said third party shall not relieve INDUSTRY of any of its obligations under this Agreement. In the event INDUSTRY fails to notify RAILROAD and fails to require such third party to execute an agreement, all as heretofore provided, INDUSTRY shall indemnify, defend and hold harmless RAILROAD, as defined in Section 6 (a), from and against any loss, cost, damage or expense which would have been the responsibility of said third party had said third party executed an agreement with RAILROAD.

12. TERMINATION AND ABANDONMENT

     This Agreement shall be in effect from the date hereof until either RAILROAD or INDUSTRY shall at any time serve notice to terminate this Agreement by giving sixty (60) days written notice to the other party of its intention to do so. This Agreement shall run with the land upon which the Track is located and shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. In the event INDUSTRY fails to utilize the Track for twelve (12) consecutive months, RAILROAD may consider the Track abandoned. Any termination of this Agreement, whether pursuant to this section or otherwise, shall be without prejudice to any rights or obligations that may have accrued to either party prior to the termination.

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13. TRACK REMOVAL

     Upon the termination of this Agreement, or if the Track be abandoned or be no longer used for the purpose for which constructed, each of the parties hereto shall have the right to take up and remove that portion of the Track owned by it without liability of any kind to the other party for so doing. If a portion of the Track owned by INDUSTRY is constructed across or along a public street, RAILROAD shall have the right to require INDUSTRY, at INDUSTRY’s sole cost and expense, to remove the Track from the street and to restore the pavement, sidewalks, water mains, sewer and other utilities located therein, by giving written notice to INDUSTRY prior to the expiration of the term of this Agreement. INDUSTRY shall cause such work to be performed within ninety (90) days after receipt of RAILROAD’s notice. If INDUSTRY fails to remove the Track and restore the property, RAILROAD shall have the right to perform the work at the sole risk and expense of INDUSTRY.

14. ENVIRONMENTAL PROTECTION

     (a) As used herein, “Hazardous Substance” means any substance that is toxic, ignitable, reactive or corrosive and that is regulated by any local, state or federal government or agency thereof. “Hazardous Substance” includes any and all material or substances that are defined as “hazardous waste”, pursuant to state, federal, or local governmental law. “Hazardous Substance” includes but is not restricted to asbestos, polychlorobiphenyls (“PCBs”), and petroleum.

     (b) INDUSTRY shall not cause or permit any Hazardous Substance to be used, stored, generated or disposed of (a) on the Track (except in railcar shipments), or (b) within the clearance requirements established herein, or (c) within one hundred (100) feet of RAILROAD’s connecting mainline track by INDUSTRY, INDUSTRY’s agents, employees, contractors, subcontractors or invitees, or any related persons or entities. Any permitted storage of Hazardous Substances shall be in compliance with all applicable laws, ordinances, rules, regulations and requirements of all governmental authorities and the various departments thereof. If Hazardous Substances are used, stored, generated, or disposed of on or in the Track or right of way as permitted above, or if Hazardous Substances are used, stored, generated, or disposed of on, in or from the Track or right of way in violation of local, state, or federal law, or if the Track or right of way or surrounding, adjacent or nearby property becomes contaminated in any manner for which INDUSTRY is legally liable, INDUSTRY shall indemnify, defend and hold harmless RAILROAD, as defined in Section 6 (a), from any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys’ fees, consultant, and expert fees) arising during or after the term of this Agreement and arising as a result of that use, storage, generation, disposal or contamination by INDUSTRY. This indemnification includes, without limitation, any and all costs incurred because of any investigation of contamination or violation of local state or federal law, or any cleanup, removal, or restoration mandated by a federal, state or local government or agency thereof.

15. GENERAL TERMS

     (a) Failure or delay of RAILROAD to require full compliance with any one or more of the terms of this Agreement shall not be held as a waiver of a right to subsequently insist upon such compliance or terminate this Agreement, or to terminate this Agreement for any subsequent breach which may occur, or to enforce any other provision of this Agreement.

     (b) The waiver of a breach of any of the terms or conditions hereof shall be limited to the act or acts constituting such breach and shall never be construed as being a continuing or permanent waiver of any such terms or conditions, all of which shall be and remain in full force and effect as to future acts or happenings, notwithstanding any such waiver.

     (c) The captions of the various Sections of this Agreement are for convenience only and are not to be considered in the interpretation hereof.

     (d) No termination of this Agreement shall release either party hereto from any liability or obligations which have accrued prior to said termination. The indemnification obligations of the parties shall survive the termination or expiration of this Agreement.

     (e) The quality of work employed and the materials used by INDUSTRY or its contractor in the performance of this Agreement shall conform to the specifications of, and be subject to, the approval of RAILROAD’s Division Engineer.

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     (f) The terms “cost and expense” as used in this Agreement shall include, but not be limited to, all expenditures incurred by RAILROAD in performance hereof, including changes in or relocation of poles, wires and other obstructions. Assignable costs shall be added to labor costs to cover general supervision, accounting, use of tools, and other elements of expense not capable of exact ascertainment. Material shall be billed at current market value and shall include the cost of storage and transportation. Work train service and use of equipment shall be billed at established rates.

     (g) Notwithstanding the provisions of Clause 2 (a), if the roadhaul revenue traffic handled over the Track has not met twenty (20) cars or more in the previous year, it will be deemed insufficient to meet RAILROAD’s cost of incidental maintenance and inspection of the connection, and the costs associated with clearing of snow, ice, weeds, and similar obstructions from the connection. RAILROAD will notify the INDUSTRY and request that the INDUSTRY pay an annual maintenance fee for the connection until traffic handled over the Track has increased sufficiently to meet the aforementioned costs. Such annual maintenance is $5,000 as of the date hereof. The maintenance fee will be subject to adjustment from time to time.

     (h) All notices required herein shall be sent to INDUSTRY in writing by mail, overnight courier or by facsimile addressed to the General Manager, 2404 Hwy. 30 W. Denison, Iowa 51442; telephone (712) 263-2676; facsimile (712) 263-4134.

          All notices required herein shall be sent to RAILROAD in writing by mail, overnight courier, or by facsimile addressed to the Contract Administrator, 935 de la Gauchetière Street West, Floor 8, Montreal, Quebec H3B 2M9; telephone (514) 399-8740; facsimile (514) 399-7703.

     (i) If any section, subsection, sentence or clause of this Agreement shall be adjudged illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of any other section, subsection, sentence or clause hereof not so adjudged and shall not invalidate this Agreement as a whole.

     (j) This Agreement constitutes the entire Agreement between the parties and cancels and supersedes all prior agreements or understandings regarding the Track or property described herein, except as to obligations incurred by either party under such agreements prior to the date hereof.

     (k) INDUSTRY shall notify RAILROAD not less than three (3) business days prior to performing any Work on RAILROAD Property or rendering any portion of the Track unusable.

     (l) In the event that INDUSTRY uses its own motive power equipment to move railroad cars over the Track, in no case shall movement be permitted unless INDUSTRY’s equipment is properly equipped with a standard railroad car coupling device, commonly referred to as a knuckle, and said device is securely fastened to INDUSTRY’s equipment and properly in use. INDUSTRY’s equipment shall be of sufficient strength to be able to move and stop in a safe manner any cars, loaded or empty, coupled to the device for movement.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

AMAZING ENERGY, LLC		CHICAGO, CENTRAL AND PACIFIC RAILROAD COMPANY
2404 Hwy. 30 W.		935 de la Gauchetière Street West, Flr. 8
Denison, Iowa		Montreal, Quebec, Canada
51442		H3B 2M9
By:	/s/ Alan H. Jentz	By:	/s/ Ghislain Houle
	Name: Alan H. Jentz		Name: Ghislain Houle
	Title:   President		Title:   Vice-President — Treasurer

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EX-10.15

Exhibit 10.15

Northern Natural Gas
Company P.O. Box 3330
Omaha, NE 68103-0330
402-398-7200

October 26, 2006

Mr. Jack Ryan
CassCo Amaizing Energy, LLC
2404 Hwy, 3^:0 W
Denison, IA 51442

Re: Contribution in Aid of Construction — Atlantic Plant Line Relocation

Dear Jack:

Nov 7th

This letter agreement (“Agreement”) is entered into as of October ___, 2006. Pursuant to the request of CassCo Amaizing Energy, LLC (“CassCo”), with respect to the above-referenced Atlantic Line Relocation (“Line Relocation”), Northern Natural Gas Company (“Northern”) shall relocate its existing Atlantic Branchlines (IAB62801 and IAB62802) to new right-of-way to avoid ethanol plant construction. This Agreement is subject to the following terms and Conditions:

1. Northern shall relocate approximately 6,200 feet of existing branchlines IAB62801 and IAB62802, as soon as practicable after execution of this Agreement, but in any event, will use all commercially reasonable efforts to have the Line Relocation completed no later than February 15, 2007. Specifically, in order to complete the Line Relocation, Northern shall provide all necessary materials and perform all work in a good and workmanlike manner in accordance with prudent industry practice.

2. The proposed Line Relocation will be on the east side of CassCo’s property in section 31, township 77 north, range 36 west, Cass County, Iowa. The pipeline easement is detailed in the agreement to purchase land between Northern and CassCo.

CassCo shall pay to Northern the Total Estimated Project Cost (as defined herein) according to the attached Installment Schedule for the Line Relocation. As of the date of this Agreement, the total estimated project cost of the Facilities is $548,138 (“Total Estimated Project Cost”) (See Appendix A). Upon completion of the project, if actual project costs are different from the Total Estimated Project Cost, CassCo and Northern agree to true-up the Total Estimated Project Cost based on actual project costs (i.e., CassCo agrees to pay Northern the difference if the actual project costs (including tax gross-up) are greater than the Total Estimated Project Cost or Northern will reimburse CassCo the difference if the actual project costs (including tax gross-up) are less than the Total Estimated Project Cost. In addition, CassCo and Northern are negotiating a firm throughput service agreement (Firm Agreement). Northern and CassCo may agree to a reservation rate for the Firm Agreement that covers the costs of the Line Relocation, as determined in Northern’s sole discretion. In such event, Northern will refund any amounts paid by CassCo for the Line Relocation. In the event the Firm A^greement is not executed by March 1. 2008 or the MDQ of the Firm Agreement is reduced for any reason during its term. CassCo shall pay Northern an additional amount equal to the overheads, ad valorem and O&M expenses associated with the construction, which are estimated at this time to be $109,778.

3. In the event the project is terminated by CassCo or due to CassCo’s default prior to completion, CassCo shall pay Northern for all reasonable net out-of-pocket costs incurred and/or committed to for the Line_. Relocation up to the date of termination, including tax gross-up if applicable, overheads, O&M and ad valorem taxes.

4. Each party agrees that it will maintain this Agreement, all of its contents and subsequent documentation and communications in strict confidence and that it will not cause or permit disclosure thereof to any third party, except for its and its affiliates’ officers, employees, attorneys, accountants, and lenders that have a need to know such information, without the express written consent of the other party, except to the extent necessary to comply with laws, regulations, or orders of any court or agency having jurisdiction. However, in the event either party becomes aware of a judicial or administrative request that has resulted or that may result in such disclosure, it shall promptly notify the other party and cooperate with such party if it elects to attempt to limit disclosure, and agrees to disclose only the information required by law. Nothing in this para^graph shall obligate a party to resist or violate a requirement of disclosure

5. This Agreement is subject to Northern’s FERC Gas Tariff, all valid laws, rules and regulations of duly constituted authorities having jurisdiction and is subject to any and all receipts of such authorization as may be required for the construction of the facilities and the service contemplated herein. Notwithstanding anything to the contrary herein, both parties reserve any and all ri^ghts they may have from time to time at law or equity, including without limitation, rights pursuant to Section 5 of the Natural Gas Act and FERC precedent.

6. AS TO ALL MATTERS OF CONSTRUCTION AND DITERPRETATION, THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS.

7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and shall be binding upon and shall inure to the benefit of the parties hereto and the respective _successors and assigns. No promises, agreements, or warranties additional to this Agreement other than as may be contained in Northern’s FERC Gas Tariff will be deemed to be a part of this Agreement, nor will any alteration, amendment, or modification be effective unless continued in writing by the parties.

Please indicate acceptance of the above terms and conditions by si^gnin^g in the space provided below and returning this to Janet Bowers. This Agreement shall be void and of no effect if not executed and returned to Northern by November 10, 2006.

Sincerely,

/s/ Jo Williams

Jo Williams
Vice President of Business Development

Accepted and agreed to this 7^th day of November, 2006.

CASSCO AMAIZING ENERGY, LLC

By:	/s/ Alan H. Jentz
	Title: President

APPENDIX A

ESTIMATED COSTS AND FACILITIES

Project Name: CassCo Amaizing Energy — Atlantic Line Relocation

Project Description: Relocate the existing Atlantic-branchlines IA1362801 and IAB62802 to a site east of the existing sites to avoid ethanol plant construction.

Estimated Facilities	Estimated Costs
Contract Labor	$	218,219
Materials	$	47,307
Materials — Freight	$	2,129
Materials — Taxes	$	3,784
Environmental	$	6000
Construction Support	$	10,000
District Labor and Equipment	$	8,500
Engineering	$	10,000
Design	$	20,000
X-Ray	$	8,500
Survey	$	7,000
3rd Party Inspection	$	30,000
Right Of Way	$	5,000
Contingency	$	37,286
AFUDC	$	8275
Total Facilities	$	422,000
Tax Gross-Up	$	126,138
	$	126,138
Total Estimated Project Cost	$	548,138

APPENDIX B

INSTALLMENT SCHEDULE

Project Name: CassCo Amaizing Energy — Atlantic Line Relocation

Installment Amount	Due Date
$240,000	November 3, 2006
$308,138	December 15, 2006

Note: The first installment includes $55,230 of income tax gross-up.. The second installment includes $70,908 of income tax gross-up.

EX-10.16

Exhibit 10.16

ETHANOL SALES AND
MARKETING AGREEMENT

THIS ETHANOL SALES AND MARKETING AGREEMENT (this “Agreement”) is made effective as of December 8, 2006 (the “Effective Date”) by and between Provista Renewable Fuels Marketing, LLC, with offices at 5500 Cenex Drive, Inver Grove Heights, MN 55077 (“Provista”), and Amaizing Energy Denison, LLC, with offices at 2404 Highway 30 West, Denison, IA 51442 (“Customer”). Any reference herein to a “Party” shall refer to Provista or Customer individually, and any reference herein to “Parties” shall refer to both Provista and Customer.

RECITALS

WHEREAS, Customer has constructed or plans to construct an ethanol production facility in Denison, IA (the “Facility”); and

WHEREAS, Customer desires to sell, and Provista desires to market on customer’s behalf, the entire output of ethanol (which is a clear odorless liquid produced for use as a motor fuel made from fermented grain being approximately 200 proof alcohol produced by Customer at the Facility, which also includes any blends, including but limited to E85, made from ethanol, and is referred to hereinafter as the “Ethanol”) produced at the Facility; and

WHEREAS, Customer and Provista each desire to agree in advance of such sale and purchase of the Ethanol to the price formula, payment, delivery and other terms thereof in consideration of the mutually agreed performance of the other pursuant to the terms of this Agreement;

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and all of the representations, warranties, undertakings, covenants, promises and agreements set forth herein, which Customer and Provista each acknowledge are adequate and sufficient, Customer and Provista do hereby agree as follows:

I. DEFINITIONS AND INTERPRETATION.

A. Applicability. The definitions in this Section I. apply to this Agreement. Any word, phrase or expression that is not defined in this Agreement and that has a generally accepted meaning in the custom and usage in the ethanol industry in the United States shall have that meaning in this Agreement.

B. “ASTM” is defined as the American Society for Testing and Materials. “ASTM D-4806” is the standard specification for denatured fuel ethanol to be blended with gasolines for use as an automotive spark-ignition engine fuel.

C. “Buyer” is defined as the entity to whom Provista sells Ethanol.

D. “Commencement Date” is defined as the day that Customer notifies Provista that the Facility is ready for operation. Or first day this contract is applicable, January 1, 2007.

Ethanol Marketing Template Version 2.0

^* Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC.

E. “Execution Costs” are defined as: (i) the actual costs charged by a third party, or otherwise incurred, for freight and/or transportation of the Ethanol from the Facility to Buyer including, but not limited to, charges and fees for any and all rail car leases, Ethanol losses incurred as a result of the loading and unloading of the product during transportation process, interim storage and/or terminalling incurred prior to such delivery to Buyer, (ii) insurance, and (iii) all other costs and charges charged by a third party in connection with such transportation and delivery to Provista’s customer, without mark-up by Provista, and without charge for Provista’s administrative costs.

F. “Facility” means Ethanol Production Plant at Denison, IA.

G. “Gallon” means one U.S. gallon of Ethanol at 60 degrees Fahrenheit, in accordance with customary industry weights and measures.

H. “Initial Term” is defined as a term of two (2) years from the Commencement Date.

I. “Renewal Terms” are defined as consecutive terms of one (1) year each after the Initial Term unless this agreement is terminated as provided in Section II.A.

II. TERM OF AGREEMENT; TERMINATION.

A. Term. This Agreement shall be effective and binding as of the Effective Date; provided, however, that the obligations of Provista under this Agreement, and the obligations of Customer under this Agreement, shall commence on the Commencement Date and shall continue for the Initial Term. After the expiration of the Initial Term, this Agreement shall automatically renew for the Renewal Terms, unless terminated by Provista or Customer effective as of the end of the Initial Term, or the then existing one (1) year Renewal Term, upon at least ninety (90) days’ prior written notice.

B. Early Termination by Customer as a Result of Provista’s Breach. In the event that Provista fails or refuses to comply with any material provision of this Agreement, then Customer shall have the right to elect to terminate this Agreement by giving Provista at least thirty (30) calendar days’ written notice prior to the effective date of termination, setting forth the reason(s) for termination. Provista shall have the right to cure the breach within such thirty (30) day period. If said breach is cured within such time period, the notice of termination to Provista shall be void. However, if the breach is not cured within such time period, the termination shall be effected. The exercise by Customer of any rights reserved under this Section shall be without prejudice to any claim for damages or for any other right under this Agreement or applicable law.

C. Early Termination by Provista as a Result of Customer’s Breach. In the event that Customer fails or refuses to comply with any material provision of this Agreement, then Provista shall have the right to elect to terminate this Agreement by giving Customer at least thirty (30) calendar days’ written notice prior to the effective date of termination, setting forth the reason(s) for termination. Customer shall have the right to cure the breach within such thirty (30) day period. If said breach is cured within such time period, the notice of termination to Customer shall be void. However, if the breach is not cured

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within such time period, the termination shall be effected. The exercise by Provista of any rights reserved under this Section shall be without prejudice to any claim for damages or any other right under this Agreement or applicable law.

D. Survival. All obligations, promises and agreements of both Customer and Provista that expressly, or by their nature, survive the expiration or termination of this Agreement including, but not limited to, each of the Party’s monetary obligations and indemnification obligations herein, shall continue in full force and effect subsequent to, and notwithstanding, expiration or termination of this Agreement until they are satisfied, or by their nature expire.

III. SALE AND MARKETING OF THE ETHANOL.

A. Purchase and Sale. Customer agrees to sell to Provista, and Provista agrees to purchase from Customer, at prices determined in accordance with this Agreement, all of the Ethanol produced at the Facility, subject to all terms and conditions set forth in this Agreement; provided however that Provista shall be relieved of its obligation to purchase all of the Ethanol produced at the Facility when Provista presents a sales contract to Customer, and Customer, for whatever reason, declines to accept such sales contract. In such cases, Provista shall incur no liability for its failure to purchase all the Ethanol produced at the Facility. Provista agrees to purchase all the Ethanol delivered in accordance with this Agreement notwithstanding that the Facility may be operating at less than full capacity. Customer estimates, but it does not represent or warrant, that on an annual basis, it shall make available for delivery to Provista approximately 50 Million Annual gallons of Ethanol provided that each party hereto agrees that Customer has no obligation to produce such amount of Ethanol and shall incur no liability by reason of its failure to make such amount of Ethanol available for delivery except for any and all contractual commitments Provista may have entered into on behalf of Customer as of Effective Date or as otherwise specifically provided for herein.

B. Delivery. For purposes of this Section III., “Delivery” of Ethanol is defined as the actual transfer of Ethanol to the possession of Buyer at the Delivery Point. For purposes of this Section III., “Delivery Point” is either: (1) the outlet flange transferring Ethanol into Buyer’s rail cars or trucks at the Facility, or (2) if such rail cars or trucks are not the Buyer’s, then when the Ethanol is delivered to Buyer’s specified destination, and the title will remain with Provista until such delivery. Provista and/or Provista’s agents shall be given access to the Facility as reasonably necessary for Provista and/or Provista’s agents to arrange for Delivery of the Ethanol to Buyer. With Customer’s consent, which consent shall not be unreasonably withheld or delayed, Provista shall schedule the loading and shipping of all outbound Ethanol purchased hereunder, but all labor and equipment necessary to load trucks and rail cars shall be supplied by Customer without charge to Provista. Execution Costs associated with the transportation of the Ethanol to Buyers will be reviewed by the “Marketing Committee” (as that term is defined in Section III.I.) in an effort to help Customer maximize its net price for the Ethanol delivered hereunder.

C. Handling and Title. Customer agrees to handle the Ethanol in a good and workmanlike manner in accordance with Provista’s reasonable written requirements conforming to normal industry practice. Customer shall maintain the truck and rail

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loading facilities at the Facility in safe operating condition in accordance with normal industry standards and will visually inspect all trucks and rail cars to assure cleanliness so as to avoid contamination from contaminants apparent to the naked eye. Customer shall be responsible for any loss, claim, damage and/or expense arising from, or out of: (i) Customer’s negligence in handling the Ethanol, and/or (ii) Customer’s failure to handle the Ethanol in accordance with Provista’s reasonable written requirements and normal industry practice including, but not limited to, loss, claim, damage and/or expense arising or out of trucks and/or rail cars that are overfilled at the Facility. Provista agrees that it will be responsible for any damage or injury to persons or property at the Facility as a result of Provista’s own negligence or willful misconduct and that Provista will follow all safety rules and procedures reasonably promulgated by Customer and provided to Provista in writing. In the event of a transfer to a Delivery Point as defined in Section III.B(1), title, risk of loss and full shipping responsibility shall pass to Provista, and then to Buyer, at the Delivery Point, subject to the terms and conditions of this Agreement. In the event of a transfer to a Delivery Point as defined in Section III.B(2), title, risk of loss, and full shipping responsibility shall pass to Provista upon the transfer of the Ethanol into the rail cars or trucks and pass to Buyer at the Delivery Point, subject to the terms and conditions of this Agreement.

D. Storage at the Facility. Customer shall provide, at its sole cost, storage space at the Facility for the storage of up to 1.5 million gallons of Ethanol so as to provide flexibility in marketing efforts. Customer shall be responsible at all times for the quality and condition of the Ethanol in storage at the Facility.

E. Production Estimates. Commencing on or before the fifteenth (15^th) day of the month preceding the Commencement Date and continuing on the fifteenth (15^th) day of each month during the term of this Agreement, Customer shall provide to Provista a 12-month rolling forecast of the volume of Ethanol to be produced and delivered by Customer for such 12-month rolling period. Customer shall immediately notify Provista of any changes to the Ethanol production estimate for such 12-month rolling period as soon as Customer has knowledge of the same. At least five (5) days prior to the beginning of the week during which it is to be removed by Provista, Customer may also provide a weekly estimate (the “Weekly Estimate”) to Provista of the volume of the Ethanol (each such amount, a “Ethanol Parcel”) to be produced and delivered by Customer together with a notice of the amount of the Ethanol in inventory as of the date of the notice.

F. Transportation. Regardless of the amounts set forth in each Weekly Estimate, at least five (5) days prior to the beginning of the week during which Ethanol produced by Customer will be removed, Provista shall schedule for removal by truck or rail car the actual quantity of the Ethanol produced by Customer in the relevant week less the sum of such amount of the Ethanol that Provista and Customer agree shall be stored at the Facility. In the event that Customer fails to provide the labor, equipment and facilities necessary to meet Provista’s loading schedule, Customer shall be responsible for actual demurrage and wait time incurred by Provista resulting from Customer’s failure to do so. Provista shall order and supply trucks or rail cars as scheduled for truck or rail shipments. All Execution Costs shall be billed directly to Provista and deducted by Provista from the proceeds of Provista’s sales of the Ethanol to Buyer. Provista shall diligently pursue, secure and maintain all necessary agreements to transport the Ethanol

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and shall use commercially reasonable efforts to obtain the lowest charges in respect of Execution Costs in an effort to help Customer maximize its net price for the Ethanol delivered hereunder after deduction of Execution Costs in accordance with Section III.J. of this Agreement. On a daily basis, Customer shall inform Provista of the inventory and production status for the Facility by 8:30 a.m. CST. Customer agrees that it shall utilize all commercially reasonable efforts to purchased and install equipment for the electronic transfer of loading and inventory data to Provista on a continuous basis.

G. Rail Car Leases. Provista shall supply Customer with assumptions and information required for Customer to determine the size of a rail car fleet for efficient disposition of Customer’s Ethanol production. From time to time during the term of this Agreement, and in order to help reduce Execution Costs and help Customer maximize its net price for the Ethanol delivered hereunder, Provista may enter into rail car leases for the transportation of the Ethanol in order to service Customer (“Rail Car Leases”). For any Rail Car Leases entered into by Provista hereunder, Customer represents and warrants that it shall be responsible for any and all costs associated with such Rail Car Leases and the use of the rail cars. Provista shall communicate to Customer the terms and conditions of the Rail Car Leases. Upon receipt of such information, an officer or authorized representative of Customer, shall in writing acknowledge the terms of the Rail Car Leases. NOTWITHSTANDING THE ABOVE, CUSTOMER’S FAILURE TO (1) ACKNOWLEDGE THE TERMS OF THE RAIL CAR LEASES OR (2) HAVE AN OFFICER OR AUTHORIZED REPRESENTATIVE SIGN THE AFOREMENTIONED RAIL CAR LEASE TERM LETTER, IN EITHER INSTANCE, SHALL IN NO WAY ABSOLVE CUSTOMER OF ITS OBLIGATIONS TO PROVISTA REGARDING SUCH RAIL CAR LEASES AS PROVIDED HEREIN. Provista shall provide Customer with notice of the schedule for all truck and railcar shipments no less than forty-eight (48) hours prior to their scheduled arrival at the Facility, as well as an estimate of the associated Execution Costs.

In order to maximize the efficiencies of the rail cars leased under the Rail Car Leases, Customer agrees that Provista may, from time to time, utilize Customer’s rail cars for other Provista customers if such rail care are not needed, or bring in additional rail cars from other Provista customers for Customer when additional are required. Customer will receive the benefit of any cost reduction when its rail cars are utilized elsewhere, and will likewise, be responsible to pay for any increased costs associated with utilizing other Provista customer’s rail cars.

Upon the expiration of the Agreement or in the event of Customer’s early termination of the Agreement (other than as a direct result of Provista’s breach), Provista agrees that it shall use commercially reasonable efforts to secure the Rail Car lessor’s consent to the assignment or consent to the sublease of the Rail Car Leases from Provista to Customer for the remaining term, and Customer will cooperate with Provista regarding the same. In the event Provista is unable to secure the lessor’s consent to assign or sublease the Rail Car Leases to Customer, Provista and Customer shall take all reasonable steps so that the benefits and obligations arising under said Rail Car Leases post-termination of the Agreement insure to the Customer; provided however, that IN ANY EVENT CUSTOMER SHALL REMAIN FULLY RESPONSIBLE FOR ANY AND ALL COSTS UNDER THE RAIL CAR LEASES THROUGH THE FULL TERM OF THE RAIL CAR LEASES.

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H. Certain Contracts. From time to time during the term of this Agreement and in order to maximize the sales price of the Ethanol, Provista may enter sales contracts or agreements in its reasonable discretion with Buyers of the Ethanol which contracts are dependent on the availability of the Ethanol from Customer. In such instances, Provista shall promptly communicate to Customer the terms and conditions of such contracts specifically detailing price, volume and the length of such commitments (“Contract Offer”). Notices of any such Contract Offers shall be given to a specific individual employee of Customer, designated by Customer from time to time during the term of this Agreement (the “Customer Contact”). Upon receipt of such information, the Customer Contact shall either direct Provista to reject or accept such Contract Offer. Any Contract Offer not accepted by the Customer Contact within two (2) business days of his or her receipt of the same shall be deemed rejected by Customer. If Customer instructs Provista to enter into any forward contract(s) on Customer’s behalf, any market loss incurred shall be solely at Customer’s expense.

Notwithstanding the above, Customer acknowledges that certain market conditions may require that Customer’s decision whether to reject or accept a Contract Offer be made in less than two (2) business days. In such cases, and notwithstanding Section V.H., Provista’s notice to Customer may be sent via facsimile or e-mail to the Customer Contact and shall: (i) specifically state a deadline for the Customer Contact’s decision (the “Deadline”), (ii) specifically state the manner in which the Customer Contact is to respond to Provista (via facsimile, telephone and/or e-mail), and (iii) identify the terms and conditions of such contract specifically detailing price, volume and the length of such commitments (“Accelerated Contract Offer”). In the case of an Accelerated Contract Offer, and provided that the Accelerated Contract Offer is consistent with Customer’s short term marketing strategies as determined by the Marketing Committee from time to time pursuant to Section III.I. below, any Accelerated Contract Offer not accepted by the Customer Contact prior to the Deadline shall be deemed rejected by Customer.

I.  Marketing Committee. A marketing committee (the “Marketing Committee”) shall be established by the parties as soon as practicable following execution of this Agreement which shall include two (2) representatives of Customer (the “Customer Representatives”) and two (2) representatives of Provista (the “Provista Representatives” and, together with the Customer Representatives, the “Members”). The chairman of the Marketing Committee (the “Chairman”) shall be appointed by Customer. All decisions of the Marketing Committee shall be by resolution of the Members, provided that in the case of a deadlock that cannot be resolved by mutual agreement between the Members in a timely manner, the matter shall be referred by the Members for resolution to the Chairman.

The quorum for any meeting of the Marketing Committee shall be at least one (1) representative of Customer and at least one (1) representative of Provista. The Marketing Committee shall meet as regularly as the Chairman shall determine, but not less than: (i) once quarterly, upon not less than seven (7) days’ written notice to the Members (or such shorter time period as the Members may agree), to review long term marketing strategies; and (ii) once monthly on the first business day of each month or on such other date as the Chairman may select on not less than two (2) days’ written notice to the Members (or such shorter time period as the Members may agree), to review short term marketing

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strategies. Meetings of the Marketing Committee may be held by video conference or telephone (followed by the mutual confirmation by either facsimile or electronic mail); or facsimile or electronic mail (with written confirmation of receipt by the recipient) if so agreed by the Members.

The functions of the Marketing Committee shall be:

(i) In the case of meetings regarding long term marketing strategies: (a) to define the marketing policy and agree to a marketing plan (each, a “Marketing Plan”) for the next calendar quarter and (b) to review market conditions, prices and other comparable sales of the Ethanol made by Provista;

(ii) In the case of meetings regarding short term marketing strategies, to review market conditions, prices and comparable sales of the Ethanol made by Provista; and

(iii) To review actual performance against the previous Marketing Plan and any modifications thereof.

On the first business day of each calendar month, Provista shall provide to the Members a statement of all the Ethanol sales and purchases contracted for by Provista with Buyers during the prior month. Each such statement shall specify with respect to all such sales and purchases the relevant parties, the quantity contracted, the price, all Execution Costs and any fees, offsets, rebates or other arrangements relating to any purchase or sale or affecting the price.

J. Price and Payment. For all the Ethanol sold by Customer to Provista hereunder, Provista shall pay to Customer the “F.O.B. Facility Price” (as such term is defined below) For the purposes of this Agreement, the term “F.O.B. Facility Price” shall mean the actual sale price Provista invoices its Buyers (the “Provista Buyer Actual Price”) minus a marketing fee *** of the Provista Buyer Actual Price (the “Marketing Fee”) minus the Execution Costs; ***

Provista will not instruct Customer to load any truck or rail car, and Customer shall not be obligated to load any truck or rail car, with any Ethanol Parcel at the Facility unless such Ethanol Parcel has been sold by Provista to Buyers, or to Provista for its own account, and a copy of a valid written invoice stating the sale price and destination has been executed. Provista agrees to use commercially reasonable efforts to achieve the highest resale price available under prevailing market conditions and to obtain the lowest charges in respect of Execution Costs in an effort to help Customer maximize its net price for the Ethanol delivered hereunder.

Within five (5) business days following receipt of evidence by the Buyer of the volume of the Ethanol shipped in each Ethanol Parcel from Customer to Buyer, Provista shall pay Customer the F.O.B. Facility Price determined pursuant to this Agreement, by direct wire transfer or electronic transfer to the bank account designated by Customer from time to time. In the event that railcars of product do not arrive properly at the final destination location of consignment per the contractual sale, Provista will pay Customer within 20 days of the load date. Provista agrees to maintain accurate records including, but not

^* Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC.

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limited to, sales, Execution Costs, insurance and inspection records and to provide such records to Customer upon request for the period set forth in Section III.Q.

In addition to all other rights and remedies provided in this Agreement or by applicable law or equity, if Provista fails to pay all or any portion of any undisputed amount owing by it when due, such unpaid amount shall bear interest at a rate equal to one percent (1%) per annum above the Prime Rate (as defined below) calculated daily from and including the date such amount is due hereunder to but excluding the date it is actually paid. For purposes of this Agreement, “Prime Rate” shall be the prime commercial lending rate being from time to time published in the Money Rate Table of “The Wall Street Journal” as the prime rate of annual interest for the date of determination (or if the Money Rate Table is not published by “The Wall Street Journal” on such date because such day is not a business day, the last preceding day on which such table was published by “The Wall Street Journal”). If the Money Rate Table is no longer published by “The Wall Street Journal,” the Prime Rate shall be the prime commercial lending rate being offered by Citibank, N.A.

K. Quantity. The quantity of Ethanol delivered to Provista from the Facility into tank trucks and/or tank cars shall be measured, at no cost to Provista, by calibrated meters or calibration tables which comply with all applicable laws, rules and regulations or in such other manner as mutually acceptable to Provista and Customer.

L. Quality. Customer understands that Provista intends to sell the Ethanol purchased from Customer as motor fuel quality ethanol and that said Ethanol is subject to minimum quality standards for such use including, but not limited to, ASTM D-4806. Customer agrees and warrants that the Ethanol produced at the Facility and delivered to Provista shall be acceptable under industry standards in effect from time to time during the term of this Agreement.

M. Compliance. Customer warrants that at the time of loading at the Facility the Ethanol shall comply with all state and federal laws including those governing quality, naming and labeling of product. The Ethanol requirements set forth in this Agreement shall be collectively referred to as the (“Ethanol Specifications”). Customer further warrants that at the time of loading at the Facility the Ethanol shall conform to the Ethanol Specifications.

N. Rejection of Ethanol. Payment of invoice and acceptance of delivery do not waive Provista’s rights if the Ethanol does not comply with the Ethanol Specifications at the time of loading at the Facility. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, Provista may, without obligation to pay, reject, any of the Ethanol which is demonstrated by Provista to Customer to have failed to conform in any material respect to the Ethanol Specifications at the time of loading at the Facility; provided, however, that Provista shall report in writing any non-conforming Ethanol promptly upon and in any event with twenty (20) days of discovery of such non-conformity. Such written notice to Customer shall identify the deficiency that resulted in the rejection. All such rejected, non-conforming Ethanol shall be returned to the Facility and Customer shall be liable for all costs and expenses incurred in connection with returning such non-conforming Ethanol to the Facility in accordance with any and all applicable laws, rules and regulations.

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O. Retention of Samples. Customer will take a minimum of one (1) original representative sample from such lot of the Ethanol before it leaves the Facility. Customer will label these samples to indicate the Ethanol’s lot numbers and whether the Ethanol was shipped by rail car or truck. Customer will retain the samples and labeling information for no less than three (3) months from the date such sample was taken and make such samples available to Provista at Provista’s request.

P. No Liens. Customer represents and warrants that the Ethanol sold to Provista shall be free and clear of third-party liens and encumbrances of any nature whatsoever.

Q. Books and Records. Provista will establish and maintain at all times, true and accurate books, records and accounts (the “Books”) in accordance with commercially reasonable accounting principles and consistent with good industry practices, distinguishable from all other books and records, in respect of all payments, statements, charges and computations made under this Agreement and will preserve these books, records and accounts for a period of at least one (1) year after the expiration of the term of this Agreement. During normal business hours and upon reasonable prior notification and through to the expiration of one (1) year following the expiration or termination of this Agreement, Customer, at its sole cost and expense, has the right to inspect, examine and audit, or cause its representatives (including without limitation a third-party auditor) to inspect, examine and audit the Books of Provista to the extent necessary in order to verify the accuracy of any statement, charge, computation or demand made under or pursuant to any of the provisions of this Agreement. If any error is discovered in any statement rendered hereunder and such error is on the part of Provista and results in an underpayment by Provista, the amount of such underpayment shall be paid to Customer with interest at a rate of one percent (1%) over the Prime Rate from the date such underpayment was due through (but not including) the date such underpayment and interest thereon is paid and the amount of such underpayment and interest thereon will be paid within seven (7) days from the date of discovery. For the sake of clarity, if any error is discovered to have been made on the part of Customer and such error results in an underpayment by Provista, Provista shall pay only the principal amount outstanding and interest on this principal shall not be paid by Provista to Customer if Provista pays within seven (7) days from the date of discovery.

Provista and its authorized representatives will be permitted during normal business hours (at Provista’s expense) to inspect and audit the Facility and records from time to time to determine Customer’s compliance with the terms of this Agreement.

R. Provista’s Damages. In the event (i) Customer fails to provide the Ethanol in accordance with the terms and conditions of this Agreement and (ii) Provista has previously committed to deliver such Ethanol to a Buyer pursuant to a sales contract or agreement that has been otherwise agreed to by Customer, Provista may purchase the quantities of the Ethanol not made available hereunder from other sources to the extent necessary to perform Provista’s obligations under the approved sales contract after providing Customer with not less than three (3) days’ advance notice of its intention to do so. In such event, Provista shall be entitled to recover from Customer any reasonable out-of-pocket costs Provista incurs above the agreed upon F.O.B. Facility Price, as applicable, for the Ethanol resulting from its purchase.

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S. Obligations on Termination. Notwithstanding any termination of this Agreement, Customer shall continue to be obligated to deliver all Ethanol to Provista that is identified to an existing contract with a Buyer, provided such Ethanol is to be delivered by Provista from the Facility and provided that Provista may not renew, extend, increase or otherwise modify such contract with any Buyer after notice of termination of this Agreement pursuant to Article II unless Customer consents in writing. Prior to the termination of the Agreement, Provista shall provide Customer with a list of all such contracts and the quantities of Ethanol to be delivered pursuant to the same. Termination of this Agreement will not relieve or release either party from its obligations to make any payment which may be owing to the other party under the terms of this Agreement, including any payment relating to Ethanol delivered after termination pursuant to this Section, or from any other liability which either may have to the other arising out of this Agreement or the breach of this Agreement.

IV.  CUSTOMER REPRESENTATIONS.

With the knowledge that Provista is relying thereon in entering into this Agreement, Customer hereby represents and warrants as follows:

(1)	Customer is a Limited Liability Company duly organized, validly existing, and in good standing under the laws of the State of Iowa.
(2)	This Agreement constitutes the legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with its terms except as enforcement may be limited by any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and except as enforcement may be limited by general principles of equity. Customer has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.
(3)	Neither the execution and delivery of this Agreement nor the consummation or performance of any obligations hereunder shall, directly or indirectly, with or without notice or lapse of time), in any material respect, contravene, conflict with, or result in a violation or breach of any provision of or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any relevant contract to which Customer is a party.
(4)	Customer is not and shall not be required to give any notice to or obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of its obligations.
(5)	It is, and will at all times during the term of this Agreement, remain in material compliance with all laws, rules and regulations.

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(6) Customer is not currently in default under any contract that is material to this Agreement.

V. GENERAL PROVISIONS.

A. Events of Default. The occurrence of any of the following shall be an event of default (each an “Event of Default”) under this Agreement: (1) failure of either party to make payment to the other when due; (2) default by either party in the performance of any material covenant, obligation or agreement set forth in this Agreement; or (3) if either party shall become insolvent, or make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets or properties with or without consent, or should a voluntary or involuntary petition into bankruptcy or other similar proceeding be filed by or against such party, or should an involuntary petition into bankruptcy or other similar proceeding be filed by or against such party and the receiver, bankruptcy or other similar proceeding shall not in the case of any involuntary petition or other involuntary proceeding be discharged within sixty (60) days following appointment or commencement thereof, as the case may be.

B. Remedies. Upon the occurrence of an Event of Default, the party not in default shall have all remedies available under this Agreement and under applicable law and equity. Without limiting the foregoing, the party not in default shall have the following remedies whether in addition to, or as one of, the remedies otherwise available to it: (1) to declare all amounts owed to it hereunder immediately due and payable and (2) to terminate this Agreement; provided, however, the defaulting party shall be allowed thirty (30) days’ from the date of receipt of notice of default to cure any Event of Default.

C. Force Majeure. Neither party to this Agreement shall be liable to the other party hereto for any loss or damage resulting from any delay or failure to make or accept deliveries caused by or arising out of acts of God or the elements, storms, wars, acts of terrorism, sabotage, strikes, labor difficulties, governmental proration or regulation, when raw materials or supplies are interrupted, unavailable, or in short supply, and/or any other cause beyond such party’s commercially reasonable control. In the event that a party to this Agreement gives notice and an explanation of such force majeure event to the other party hereto within a reasonable time after the occurrence of such force majeure event, the obligations of the parties shall be suspended from the date of such force majeure event for the length of time during which a party is unable to perform as a result of such force majeure event. Nothing contained in this Section IV.C. shall ever be construed to relieve either party of its obligations to promptly pay the other party amounts due and owing hereunder. No curtailment or suspension of deliveries or acceptance of deliveries pursuant to this Section IV.C. shall operate to extend the term of this Agreement.

D. Indemnification. Customer agrees that it shall defend, indemnify, and hold harmless Provista, and Provista’s directors, officers, agents, employees, insurers, successors and assigns, from and against any and all claims, demands, damages, losses, liabilities, causes of action, judgments, fines, assessments (including penalties and/or interest), costs and expenses of any kind or nature, including all attorneys’ fees and all costs and expenses of litigation and court costs (including attorneys’ fees and costs and expenses of litigation and court costs incurred in enforcing this provision), without regard to amount, for damages to, or loss of, property, or injury to, or death of, any person or

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persons, including without limitation persons employed or engaged by Customer, caused by or arising or resulting from, whether directly or indirectly: (i) the negligence and/or willful misconduct of Customer, and/or (ii) Customer’s breach of any of its representations, warranties, undertakings, covenants, promises and agreements as set forth in this Agreement; and/or (iii) Customer’s failure to comply with any and all applicable federal, state or local laws, ordinances, orders, permits, rules and regulations with regard to Customer’s activities relating to the operation of its business and/or the Facility. Provista shall have the right, but not the obligation, to participate in the defense of any such claim with attorneys selected by Provista; provided, however, that once Customer assumes the defense of Provista pursuant to provisions of this Section V.D., Provista’s participation in the defense of any such claim shall be at its own expense.

Provista agrees that it shall defend, indemnify, and hold harmless Customer, and Customer’s directors, officers, agents, employees, insurers, successors and assigns, from and against any and all claims, demands, damages, losses, liabilities, causes of action, judgments, fines, assessments (including penalties and/or interest), costs and expenses of any kind or nature, including all attorneys’ fees and all costs and expenses of litigation and court costs (including attorneys’ fees and costs and expenses of litigation and court costs incurred in enforcing this provision), without regard to amount, for damages to, or loss of, property, or injury to, or death of, any person or persons, including without limitation persons employed or engaged by Customer, caused by or arising or resulting from, whether directly or indirectly: (i) the negligence and/or willful misconduct of Provista; and/or (ii) Provista’s breach of any of its representations, warranties, undertakings, covenants, promises and agreements as set forth in this Agreement; and/or (iii) Provista’s failure to comply with any and all applicable federal, state or local laws, ordinances, orders, permits, rules and regulations with regard to Customer’s activities relating to the operation of its business. Customer shall have the right, but not the obligation, to participate in the defense of any such claim with attorneys selected by Customer; provided, however, that once Provista assumes the defense of Customer pursuant to provisions of this Section V.D., Customer’s participation in the defense of any such claim shall be at its own expense.

E. Limitation of Liability. NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

F. Insurance. Customer agrees to maintain at all times during the term of this Agreement: (i) Workers’ Compensation Insurance as prescribed by applicable laws of the state(s) with jurisdiction over each of Customer’s employees; and (ii) Commercial General Liability Insurance with a per-occurrence limit of not less than One Million Dollars ($1,000,000) (or higher limits as may be required by applicable law) (which coverage can be provided through a combination of primary and umbrella policies), which policy(ies) shall identify Provista as an additional insured party with respect to the operation of the Facility. As to all policies described in this Section V.F., Customer agrees that: (i) it will provide Provista with at least thirty (30) days’ written notice prior to the effective date of cancellation or any material change of any such policy(ies); and (ii) upon any request from Provista, Customer will immediately instruct its insurer(s) to

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provide Provista with certificates of insurance evidencing coverage that is required by this Section IV.F. Customer agrees that the policy limits set forth herein are minimum limits and shall not be construed to limit Customer’s liability.

G. Independent Contractors. Customer and Provista are separate legal entities, and independent contractors in respect of the other party hereto. Nothing in this Agreement shall constitute, or ever be construed to constitute, either party hereto as an agent, legal representative, joint venturer, partner, employee, or servant of the other party hereto, for any purpose whatsoever.

H. Notices. Any notice required pursuant to this Agreement shall be in writing, and shall be deemed to be properly served on the date deposited in the U.S. Post Office if sent by certified or registered mail, or three (3) days after the date deposited in the U.S. Post Office if sent by regular mail. Such notice shall be properly addressed to the other Party at its respective address set forth in the first paragraph of this Agreement, provided that such addresses may be changed by proper notice delivered in accordance with the provisions of this Section. For any notice sent by mail, the Party sending the notice shall also send a facsimile of such notice on the same day that the notice is deposited in the U.S. Post Office. Any notice made by a party under this Agreement by a method other than through the U.S. Postal Service shall be in writing and shall be effective only upon actual receipt of such notice.

I. Assignment. This Agreement may not be assigned or transferred by either party, directly or indirectly, in full or in part, without the advance written consent of the other party hereto, which consent shall not be unreasonably withheld, and no attempted assignment or transfer of this Agreement by either party hereto shall be binding on the other party hereto until it has consented in writing to such assignment. Assignments or transfers that have not been consented to by the non-assigning party shall be void. Any change of control of either party, whether by operation of law or otherwise, shall be deemed an assignment or transfer for purposes of this Section V.I. The terms and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, all respective permitted successors and assigns of the parties hereto.

J. Choice of Law. This Agreement, and all rights, obligations, and duties arising hereunder, and all disputes which may arise hereunder, shall be construed in accordance with, and governed by, laws of the state of Minnesota, without giving effect to the conflict of laws provisions thereof.

K. Modification and Waiver. Any of the terms and conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof; provided, however, that the failure of any party to exercise any right, power or option given it hereunder, or to insist on strict compliance with all of the terms and conditions hereof, shall not constitute a waiver of any term, condition, or right under this Agreement, unless and until that party shall have confirmed any such action or inaction to be a waiver in writing. Any such waiver shall not act as a waiver of any other term, condition, or right under this Agreement, or the same term, condition, or right on any other occasion not specifically waived in writing by such party. This Agreement may be modified, altered, or amended only by a writing signed by the party against whom the amendment is to be enforced.

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L. Enforceability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but in the event that a provision shall be determined by a court of competent jurisdiction to be invalid and/or unenforceable, such provision shall be ineffective only to the extent that it is explicitly deemed invalid, void or unenforceable, and the remaining provisions of this Agreement shall be valid and enforced to the fullest extent permitted by law. Upon such a determination that a provision is invalid, illegal, void, or unenforceable, the parties agree to negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible.

M. Entire Agreement. This Agreement contains the entire understanding between the parties hereto and, as of the Effective Date, it shall supersede all prior negotiations, representations, agreements and understandings, whether oral or written, between Provista and Customer with respect to the sale and marketing of the Ethanol produced by Customer at the Facility.

N. Headings. The headings of Sections in this Agreement are inserted for convenience only, and shall not be deemed to constitute a part of this Agreement, or to affect interpretation of provisions hereof.

O. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed to be an original, but all of which shall constitute one and the same Agreement.

P. Confidentiality. Provista and Customer, recognizing the work in which they will be engaged under this Agreement is of a proprietary nature, recognize that each may disclose to the other certain proprietary business plans, strategies, financial data, specifications, production information, equipment details, process information, intellectual property and other information relating to this Agreement. This information is secret and confidential and will be disclosed by one party to the other party only on the following terms and conditions:

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1. “Confidential Information” shall mean all proprietary or confidential information received or generated during the course of the performance of this Agreement including, without limitation, the information described above and in the books and records of either party. Confidential Information shall not include that which (i) is in the public domain prior to disclosure to another party, (ii) is lawfully in the other party’s possession, as evidenced by written records, prior to the disclosure by a party, or (iii) becomes part of the public domain by publication or otherwise through no unauthorized act or omission on the part of the other party.

2. Neither party shall disclose any of the Confidential Information to any unauthorized party, unless required by law or court order and then only after providing advance notice and an opportunity to intervene to the other party. Proper and appropriate steps shall be taken and maintained by each party to protect the Confidential Information of the other party.

3. Confidential Information shall be used by the parties only in connection with their performance under this Agreement; no other use will be made of it by either party.

4. All documents containing Confidential Information of a party shall remain the property of that party. They shall be returned to that party or destroyed upon request.

5. No license or right is granted hereby to either party by implication or otherwise with respect to or under any patent application, patent, claims of patent or proprietary rights of either party with respect to the Confidential Information.

THIS AGREEMENT REGARDING ETHANOL SALES AND MARKETING SHALL NOT CONSTITUTE A BINDING CONTRACT BETWEEN THE PARTIES UNTIL IT HAS BEEN EXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.

IN WITNESS WHEREOF, Customer and Provista have caused this Agreement to be executed to be effective as of the Effective Date.

Provista Renewable Fuels Marketing, LLC

By:	/s/ John Lutern
Its:	Director
Customer:
Amaizing Energy Denison, LLC
By:	/s/ Alan H. Jentz	3/2/07
Its:	President	effective 1/1/07

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EX-10.17

Exhibit 10.17

PROFESSIONAL SERVICES AGREEMENT
GLACIER ROAD TO ECHO ROAD PAVING, 2007
CASS COUNTY, IOWA

I. NAME OF PARTIES OF THE AGREEMENT

This Agreement, made and entered into this 28^TH day of December, 2006, by and between the CASSCO Amaizing Energy, LLC, hereinafter called “OWNER” and Snyder Associates, Inc., 1800 West 22nd Street, Suite 200, Atlantic, Iowa, a corporation, hereinafter called “ENGINEER” as follows: (Note: This agreement may be assigned to Cass County at the discretion of the Board of Supervisors if it is deemed advantageous for the County to do so and therefore reference to Owner shall also mean Cass County where applicable within this Agreement.)

II. NAME OF PROFFESSIONAL SERVICE

The OWNER shall retain the ENGINEER to complete Professional Services for the preparation of preliminary concepts and design, final design of construction plans and specifications, contract documents, and construction services to include staking, observation and administration, for work described as the glacier Road to Echo Road Paving Project, including reconstruction and paving of the existing roadway segments, all inclusive from Highway 83 to North Olive Street, hereinafter called the “PROJECT.”

III. SCOPE OF WORK

A. GENERAL

The ENGINEER shall provide Professional Services as required to complete the preparation and assembly of the PROJECT as named in Article II and as described hereinafter as follows:

1.	The PROJECT will be divided into Right-of-Way (ROW) Services, Basic (design) Services, Bid Services and Construction Services:
2.	The ENGINEER will assist the OWNER in obtaining geotechnical information and will complete acquisition plats, design, plans and specifications, construction documents, bid letting, construction staking, administration and observation, and final project acceptance for the proposed PROJECT.

B. RIGHT-OF-WAY SERVICES

Upon award of this contract, the ENGINEER will provide Right-of-Way Services as follows:

1.	Determine ROW needs for the project route.
2.	Prepare acquisition plats.

C. BASIC ENGINEERING SERVICES

The ENGINEER will provide the Basic Engineering Services as follows. Payment shall be made as specified in Article VI of this Agreement.

1. PROJECT ADMINISTRATION

The ENGINEER shall perform the following administrative services during the design of the PROJECT:

a.	Progress reports as requested to the OWNER.
b.	Monthly billing reports.
c.	Project coordination for engineering and coordination with the OWNER, Cass County, land owners, and utility companies.
d.	Project design review.
e.	Miscellaneous meetings to review progress, and attend informal meetings, Board meetings and Public Hearings.

2. TOPOGRAPHY SURVEY

The ENGINEER will perform field surveys as necessary to provide sufficient information for the design of the proposed improvements. Project limits extends along Glacier Road, Buck Creek Road, and Echo Road, all inclusive from Highway 83 to North Olive Street.

3. PRELIMINARY DESIGN PHASE

The ENGINEER will prepare preliminary design drawings and review said drawings with the OWNER for the following improvements:

a.	Establish roadway plan & profile meeting current design standards.
b.	Provide preliminary storm drainage layout.
c.	Provide quantities for selected alternative.

4. FINAL DESIGN PHASE

a. The ENGINEER shall prepare construction documents for the PROJECT. The plans shall include, but not be limited to, the following information:

Project shall include total reconstruction of the existing roadway with the following general items of construction:

• Removal of existing road surface/pavement

• Regrading/excavation

• Grading of new roadway (curves)

• Subgrade preparation

• 6” thick modified subbase

• 22’ wide P.C.C. pavement w/ 6’ granular shoulders (thickness to be determined)

• Railroad crossings

• Drainage ditches and culverts

• Subdrains (if needed)

• Pavement markings

• Signage

• Drive replacement

• Surface restoration

Project will provide for a rural section with plan & profile meeting current design standards for horizontal and vertical curves.

The design shall be the responsibility of the ENGINEER. During this process, the ENGINEER shall prepare and apply for any necessary permits that might be required for the construction of the PROJECT.

b.

Soils Investigation and Materials Testing — Should it be determined necessary, the ENGINEER shall utilize the services of private testing laboratories for soils investigation for the PROJECT. The proposal for these services shall be approved by the OWNER prior to authorization to proceed. The OWNER shall be responsible for payment for those services directly to the testing laboratory.

c.

Probable Costs — The ENGINEER shall prepare a statement of the total probable cost for the PROJECT based upon the design developed. Statements of probable construction costs prepared by the ENGINEER represent the best judgment as a design professional familiar with the construction industry. It is recognized, however, that the ENGINEER has no control over the cost of labor, materials or equipment, over the Contractor’s methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the ENGINEER does not guarantee that any actual cost will not vary from any cost estimate prepared by the ENGINEER.

D. BID SERVICES

Upon receipt of OWNER authorization under the Final Design Phase as described herein, the ENGINEER shall perform the following services:

a.	Construction Contract Documents — The PROJECT will be let by the OWNER and the ENGINEER shall supply the necessary documents for this process.
b.	Advertising — The ENGINEER shall answer questions from potential contractors, subcontractor and suppliers, and coordinate with OWNER staff during this phase of services.
c.	Bidding — The ENGINEER shall attend the meeting at which bids are received, tabulate the bids and make recommendations to the OWNER regarding the awarding of the construction contract to the lowest qualified bidder.

E. CONSTRUCTION SERVICES

1. CONSTRUCTION ADMINISTRATION PHASE

Upon award of the construction contracts, the ENGINEER shall perform the following administrative services during construction of the PROJECT:

a.	During the construction phases, the ENGINEER shall specify the testing of materials and administrative procedures to be as directed by the ENGINEER.
b.	Preconstruction Conference — The ENGINEER shall arrange and conduct a preconstruction conference with the Contractor and OWNER to review the contract requirements, details of construction, utility conflicts and work schedule prior to construction.
c.	Site Observation — The ENGINEER shall visit the construction site, at such times and with such frequency deemed necessary by the ENGINEER, to (a) observe the progress and (b) determine if the results of the construction work substantially conforms to the drawings and specifications in the Construction Documents. Site Observation does not include observation or administration of the Storm Water Pollution Prevent Plan (SWPPP) which is the sole responsibility of OWNER (See Article III. G. 2., herein).
d.	Contractor Payment Requests — The ENGINEER shall review the requests of the contractor for progress payments and shall approve a request, based upon site observations, which authorizes payments and is a declaration that the contractor’s work has progressed to the point indicated.
e.	Notification of Nonconformance — The ENGINEER shall notify the OWNER of any observed work, which does not conform to the construction contract, make recommendations to the OWNER for the correction of nonconforming work and, at the request of the OWNER, see that these recommendations are implemented by the contractor.
f.	Shop Drawings — The ENGINEER shall review shop drawings and other submissions of the Contractor for general compliance with the construction contract.
g.	Change Orders — The ENGINEER shall prepare change orders for approval of the OWNER.
h.	Substantially Complete and Final Site Observation — The ENGINEER shall perform a site observation to determine if the PROJECT is substantially complete according to the plans and specifications and make recommendation on final payment for each construction phase.
i.	During the Construction Services Phase, the ENGINEER shall confer with the OWNER’S Project Officer to report PROJECT status.
j.	If the Contractor exceeds the estimated working and/or calendar days in completing construction of the PROJECT, or if change orders or PROJECT additions require additional working days, the ENGINEER will be compensated for administration, inspecting and staking services based on established hourly rates and fixed expenses outlined in the Engineer’s Standard Fee Schedule (Attachment A).
k.	Final Acceptance — It is understood that the OWNER will accept any portion of the PROJECT only after recommendation by the ENGINEER. Final acceptance of the PROJECT by the OWNER shall not be deemed to release

the Contractor from responsibility for insuring that the work is done in a good and workmanlike manner, free of defects in materials and workmanship nor the ENGINEER for his liability of design.

2. CONSTRUCTION STAKING

The ENGINEER shall be responsible for providing all construction stakes for the PROJECT. The construction documents will contain a provision that the ENGINEER will provide one set of stakes for each construction operation. Any staking that is destroyed due to construction that has to be replaced, will be at the Contractor’s expense.

3. CONSTRUCTION OBSERVATION

The ENGINEER will provide one or more Resident Engineer or Resident Construction Observer for the PROJECT as required during the Construction Phases. If the Contractor requests a waiver of any provisions of the plans and specifications, the ENGINEER will make a recommendation on the request to the OWNER for their determination. No waiver shall be granted if such waiver would serve to reduce the quality of the final product. The OWNER shall never be deemed to have authorized the ENGINEER to consent to the use of defective workmanship or materials. The Resident Engineer or Construction Observer will give guidance to the PROJECT during the construction periods, including the following:

a.	Setting and/or checking of lines and grades required during construction.
b.	Observation of the work for general compliance with plans and specifications. Observation does not include observation or administration of the Storm Water Pollution Prevent Plan (SWPPP), if any is required for the site, which is the sole responsibility of OWNER (See Article III. G. 2., herein).
c.	Keep a record or log of Contractor’s activities throughout construction, including notation on the nature and cost of any extra work or changes ordered during construction.
d.	Resident Services provide the Owner with representation at the job site during the Construction Phases of the PROJECT which results in increasing the probability that the PROJECT will be constructed in substantial compliance with the plans and specifications, and Contract Documents. However, such Resident Services do not guarantee the Contractor’s performance. Resident services do not include responsibility for construction means, controls, techniques, sequences, procedures or safety.

4. CONSTRUCTION TESTING

a.	The Resident Engineer or Construction Observer will coordinate the acceptance testing and monitoring according to OWNER requirements.
b.	If required, the following items will be completed under Article III (E) by the ENGINEER for the OWNER based on hourly rates, unit prices and fixed expenses of the ENGINEER or private testing laboratory and are not included as part of the costs for this task.

• Field moisture and density tests by private testing laboratory.

• Concrete compressive tests by private testing laboratory or ENGINEER and deliveries to laboratory.

c. Assurance sampling, testing and source inspection required is not expected to be provided by the ENGINEER.

5. RECORD DRAWINGS

Record Documents — The ENGINEER shall furnish reproducible record documents for PROJECT according to OWNER requirements. Such as-builds may contain a waiver of liability phrase in regard to unknown changes made by the Contractor without OWNER/ENGINEER approval.

F. ADDITIONAL SERVICES

1. Changes in Scope of Services

The OWNER may request Additional Services from the ENGINEER not included in the Scope of Services as outlined. Additional Services may include, but not be limited to, expanding the scope of the PROJECT and work to be completed; assistance in property acquisition or easement procurement; assistance with environmental or archaeological review of the project areas; development of various documents not otherwise described herein; or requesting additional work items that increases the Engineering Services and corresponding costs. Additional Services shall be performed as requested in writing by the OWNER on an hourly basis in accordance with the current fiscal year Snyder & Associates, Inc. Standard Fee Schedule in affect at the time of actual performance. All services quoted on a lump sum basis shall be valid for one year from the contract date.

G. STORM WATER DISCHARGE COMPLIANCE / HOLD HARMLESS

1. ENGINEER’S Responsibility

In the event the scope of work to be performed under the terms and conditions of this Agreement includes permitting and creation of an initial storm water pollution prevent plan, then and in that event and notwithstanding any provision to the contrary, ENGINEER shall not be responsible or liable for compliance with any storm water discharge requirements at the site other than the preparation of the Notice of Intent for Storm Water Discharge Permit No. 2 applicable to the site and creation of the initial storm water pollution prevent plan for the site.

2. OWNER’S Responsibility

OWNER shall be solely responsible for: a) the submittal of the Notice of Intent; b) the implementation, administration and monitoring of the initial plan; c) making modifications to the initial plan as needed; d) filing the Notice of Discontinuance; and, e) compliance with all NPDES or storm water discharge statutes, rules, regulations or ordinances applicable to the site. Upon OWNER’S request, ENGINEER will include the initial Storm Water Pollution Prevent Plan as a part of the Construction Documents and will require the Construction Contractor in the Construction Contract to assume all of OWNER’S responsibilities set forth in this

paragraph.

3. Indemnification

ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold client harmless against all damages, liabilities or costs including reasonable attorneys’ fees and defense costs (hereafter “Claims”) to the extent caused by ENGINEER’S errors, omissions or negligent acts relating to the preparation of the Notice of Intent or creation of the initial storm water pollution prevent plan. OWNER shall protect, defend, indemnify and hold ENGINEER harmless from any and all Claims caused by or in any manner related to:

a)

any discharges of soil, silt, sediment, petroleum product, hazardous substances or solid waste from the site; and/or

b)

any alleged violation of any NPDES or storm water discharge statute, rule, regulation or ordinance, unless said Claims were primarily caused by the ENGINEER’S own negligent acts. OWNER shall release, waive and otherwise discharge any and all Claims that OWNER may assert against ENGINEER relating, in any manner, to any discharges from the Site and/or any alleged violation of any NPDES or storm water discharge statute, rule, regulation or ordinance except as set forth above. The covenants and provisions herein shall survive cessation of ENGINEER’S work on the site.

IV. RESPONSIBILITY OF THE OWNER

At its own expense, the OWNER shall have the following responsibilities regarding the execution of the Contract by the ENGINEER.

A. PROJECT OFFICER

The OWNER shall name a Project Officer to act as the OWNER’s representative with respect to the work performed under this Agreement. All correspondence with OWNER relating to PROJECT shall be directed to the Project Officer and the Project Officer shall be invited to all progress meetings and other meetings called during the PROJECT.

B. PROMPT RESPONSE

To prevent an unreasonable delay in the ENGINEER’s work, the OWNER will examine all reports, drawings, specifications, and other documents and will provide authorizations in writing to the ENGINEER to proceed with work within a reasonable time period.

C. PROJECT REQUIREMENTS

The OWNER shall furnish the following information for the PROJECT: Design and construction standards; PROJECT area topography and existing features and utilities; construction documents of projects within close proximity; known property locations and conditions; zoning or deed restrictions; approved assessment method and formula; and permission for access to private property if necessary to perform work.

V. WORK SCHEDULE

The PROJECT, from design through construction completion, shall be performed by the ENGINEER in accordance with a schedule mutually developed by the OWNER and ENGINEER.

A. The ENGINEER shall not he responsible for delays in the schedule, which are beyond the ENGINEER’s control.

VI. COMPENSATION AND TERMS OF PAYMENT

The OWNER shall pay the ENGINEER in accordance with the terms and conditions of this Agreement.

A. RIGHT-OF-WAY SERVICES

As set forth in Article III (B), the fee shall be based on hourly rates and fixed expenses as outlined in the Engineer’s Standard Fee Schedule. The current fee schedule is shown in Attachment A. The charges from the Fee Schedule will be based on the fiscal year the charges occur. Total fees of services are estimated.

As set forth in Article III (B) the estimated engineering fee shall be $7,500.00. Anytime the ENGINEER anticipates that actual engineering costs will exceed estimated engineering costs, he shall immediately notify the OWNER’s representative of such proposed increase and the reasons therefore.

B. BASIC SERVICES

As set forth in Article III (C) the engineering fee shall be on the basis of a lump sum fee of $132,500.00.

C. BID SERVICES

As set forth in Article III (D) the engineering fee shall be on the basis of a lump sum fee of $2,500.00.

D. CONSTRUCTION SERVICES

As set forth in Article III (E) shall be on the basis of a maximum fixed fee on hourly rates and fixed expenses as outlined in the Engineer’s Standard Fee Schedule. The current fee schedule is shown in Attachment A. The charges from the Fee Schedule will be based on the fiscal year the charges occur. Total fees of services are estimated.

As set forth in Article III (E) the estimated engineering fee shall be $102,300.00. Anytime the ENGINEER anticipates that actual engineering costs will exceed estimated engineering costs, he shall immediately notify the OWNER’s representative of such proposed increase and the reasons therefor.

E. ADDITIONAL SERVICES

As set forth in Article III (F), Additional Services shall be performed as requested in writing by the OWNER and shall be performed on an hourly basis. Services shall be performed in accordance with the current fiscal year Snyder & Associates, Inc. Standard Fee Schedule in affect at the time of actual performance. All services quoted on a lump sum basis shall be valid for one year from the contract date.

VII. METHOD OF PAYMENT

A.

The ENGINEER shall submit billings for Right-of-Way, Basic, Bid, Construction and Additional Services to the OWNER on a thirty (30) day basis under separate cover and shall be paid by the OWNER within fourteen (14) days after approval by the OWNER. The OWNER shall pay the ENGINEER a percentage of the total fee for each phase or a cost not to exceed the amount shown in accordance with the attached schedule.

B.

Billings shall include sufficient documentation to explain the charges. All billings may be accompanied by a Billings Information Report on a form provided to the ENGINEER by the OWNER.

VIII. TERMINATION OF AGREEMENT

The ENGINEER or OWNER may, after giving seven (7) days written notice to the other party, terminated this agreement and the ENGINEER shall be paid for services provided to the termination notice date, including reimbursable expenses due, plus termination expenses. Termination expenses are defined as reimbursable expenses directly attributed to the termination.

IX. CONFLICT OF INTEREST

No elected official or employee of the OWNER who exercises any responsibilities in review, approval, or carrying out of this Agreement shall participate in any decision relating to this Agreement which affects his or her direct or indirect personal or financial interest.

X. ASSIGNABILITY

The ENGINEER shall not assign any interest in this Agreement and shall not transfer any interest in the same without the prior written consent of the OWNER.

XI. TITLE TRANSFER

All drawings, specifications and other work products of the PROJECT are instruments of services for this PROJECT only and shall remain the property of the ENGINEER. The ENGINEER may deliver to the OWNER, at the OWNER’ s request, paper or electronic media copies of documents prepared in accordance with this Agreement. The OWNER may make hard copies or electronic copies of these documents for purposes supporting the intended use of the project. Any reuse or modification of the documents supplied by ENGINEER for purposes of the PROJECT, including electronic media will be at the recipient’s risk and responsibility. Electronic media will be provided as is without warranty, and it shall be the OWNER’S responsibility to reconcile this electronic data with the paper plans, and that the paper plans shall be regarded as legal documents for this PROJECT.

XII. CONFIDENTIALITY

No reports, information, and/or data given to or prepared or assembled by the ENGINEER under this Agreement shall be made available to any individual or organization by the ENGINEER without prior written approval of the OWNER.

XIII. INSURANCE

The ENGINEER shall maintain insurance to protect the ENGINEER from claims under Workmen’s Compensation Acts; claims due to personal injury or death of any employee or any other person; claims due to injury or destruction of property; and claims arising out of errors, omissions, or negligent acts for which the ENGINEER is legally liable. The amounts and extent of such insurance is as follows:

1.	Professional Liability	$2,000,000 each claim; 2,000,000 aggregate
2.	Vehicle Coverage —
	Bodily Injury	$1,000,000 combined single limit (each accident)
3.	Workmen’s Compensation —	$100,000 each accident
4.	General Liability —	$1,000,000 each occurrence and 2,000,000 aggregate

XIV. ARBITRATION

Any controversy or claim arising out of this Agreement may, if both parties agree, be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association.

The cost of the arbitration, if any, will be divided equally between the OWNER and the ENGINEER.

XV. ENGINEER’S RESPONSIBILITY

The ENGINEER shall be responsible for the professional quality and technical accuracy of all services furnished by the ENGINEER under this Agreement, except for that work provided by OWNER. The ENGINEER shall, without additional compensation, correct or revise any error or deficiencies in his work. Approval of the OWNER of any such work shall not in any way relieve the ENGINEER of responsibility for the technical accuracy and adequacy of said services. The OWNER’s review, approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

XVI. COMPLETENESS OF THE AGREEMENT

This document contains all terms and conditions of this Agreement and any alteration shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. There are no understandings, representations, or agreements, written or oral, other than those incorporated herein.

XVII. ENGINEER’S CERTIFICATION OF REPORT

The ENGINEER shall place his certification on the Contract Documents, all in conformity with Chapter 114, Code of Iowa.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and the year first above written.

ATTEST:	OWNER CASSCO AMAIZING ENERGY, LLC
	By	/s/ Alan H. Jentz
	ENGINEERG SNYDER & ASSOCIATES, INC.
	By	/s/ Tim a. Teig
		Tim A. Teig, Principal Branch Manager

SNYDER & ASSOCIATES
2006-07
STANDARD FEE SCHEDULE

Billing Classification/Level	Bill Rate
Professional
Engineer, Landscape Architect, Land Surveyor, Legal, Project Manager, Planner, Right-of-Way Agent, Graphics Designer
Principal	$	130.00	/hour
Lead	$	123.00	/hour
Senior	$	116.00	/hour
VIII	$	112.00	/hour
VII	$	108.00	/hour
VI	$	103.00	/hour
V	$	96.00	/hour
IV	$	87.00	/hour
III	$	78.00	/hour
II	$	71.00	/hour
I	$	61.00	/hour
Technical
Technicians — CADD, Survey, Construction Observation
Principal	$	90.00	/hour
Lead	$	85.00	/hour
Senior	$	79.00	/hour
VIII	$	75.00	/hour
VII	$	68.00	/hour
VI	$	63.00	/hour
V	$	57.00	/hour
IV	$	50.00	/hour
III	$	44.00	/hour
II	$	38.00	/hour
I	$	33.00	/hour
Administrative
Clerical, Computer Programming, Financial
Principal	$	83.00	/hour
Lead	$	77.00	/hour
Senior	$	73.00	/hour
VIII	$	67.00	/hour
VII	$	62.00	/hour
VI	$	56.00	/hour
V	$	48.00	/hour
IV	$	42.00	/hour
III	$	37.00	/hour
II	$	32.00	/hour
I	$	29.00	/hour
Reimbursables
Mileage	Current IRS standard rate
1-person robotic equipment (in addition to technical rate)	$	25.00	/hour
Plotter Prints, Blueprints	$	0.20	/s.f.
Mylar Prints	$	2.00	/s.f.
Color Plots	$	2.00	/s.f.
Color Plots — Photo	$	5.00	/s.f.
Color Copies	$	0.50	/ea.
Outside Services	As invoiced

EX-10.18

Exhibit 10.18

PROFESSIONAL SERVICES AGREEMENT
NORTHWEST WATER AND SEWER EXTENSION, 2007
ATLANTIC, IOWA

I. NAME OF PARTIES OF THE AGREEMENT

This Agreement, made and entered into this 28^TH day of December, 2006, by and between the CASSCO Amaizing Energy, LLC, hereinafter called “OWNER” and Snyder Associates, Inc., 1800 West 22nd Street, Suite 200, Atlantic, Iowa, a corporation, hereinafter called “ENGINEER” as follows:

II. NAME OF PROFFESSIONAL SERVICE

The OWNER shall retain the ENGINEER to complete Professional Services for the preparation of preliminary concepts and design, final design of construction plans and specifications, contract documents, right-of-way and easement acquisitions, bid letting and construction services to include staking, observation and administration, for work described as the Northwest Sewer and Water Extension, including installation of water mains, sanitary sewer mains, and necessary appurtenances thereto from an industrial development site located in northwest Atlantic to the existing municipal system, hereinafter called the “PROJECT.”

III. SCOPE OF WORK

A. GENERAL

The ENGINEER shall provide Professional Services as required to complete the preparation and assembly of the PROJECT as named in Article II and as described hereinafter as follows:

1.	The PROJECT will be divided into Right-of-Way (ROW) Services, Basic (design) Services, Bid Services and Construction Services:
2.	The ENGINEER will assist the OWNER in obtaining geotechnical information and will complete acquisition plats, design, plans and specifications, construction documents, bid letting, construction staking, administration and observation, and final project acceptance for the proposed PROJECT.

B. RIGHT-OF-WAY SERVICES

Upon award of this contract, the ENGINEER will provide Right-of-Way Services as follows:

1.	Determine ROW needs for the project route.
2.	Prepare plats.

C. BASIC ENGINEERING SERVICES

The ENGINEER will provide the Basic Engineering Services as follows. Payment shall be made as specified in Article VI of this Agreement.

1. PROJECT ADMINISTRATION

The ENGINEER shall perform the following administrative services during the design of the PROJECT:

a.	Progress reports as requested to the OWNER.
b.	Monthly billing reports.
c.	Project coordination for engineering and coordination with the OWNER, land owners, and utility companies.
d.	Project design review.
e.	Miscellaneous meetings to review progress, and attend informal meetings, Board meetings and Public Hearings.

2. TOPOGRAPHY SURVEY

The ENGINEER will perform field surveys as necessary to provide sufficient information for the design of the proposed improvements.

3. PRELIMINARY DESIGN PHASE

The ENGINEER will prepare preliminary design drawings and review said drawings with the OWNER for the following improvements:

a.	Provide preliminary water and sewer layout,
b.	Provide quantities for selected alternative.

4. FINAL DESIGN PHASE

a. The ENGINEER shall prepare construction documents for the PROJECT. The plans shall include, but not be limited to, the following information:

• Extension of existing water main

• Connection to existing system

• 8” PVC water main, valves, fittings, bends, etc

• Fire hydrants

• Bore and encasement beneath roadways and railroads

• Service Connections, curb stop, etc.

• Extension of existing sanitary sewer main:

• Connection to existing system

• 10” PVC sewer main, fittings, etc.

• Manholes

• Bore and encasement beneath roadways and railroads

• Service Connections

• Profile of sewer main and existing ground

• Surface restoration

The design shall be the responsibility of the ENGINEER. During this

process, the ENGINEER shall prepare and apply for any necessary permits that might be required for the construction of the PROJECT.

b.

Soils Investigation and Materials Testing — Should it be determined necessary, the ENGINEER shall utilize the services of private testing laboratories for soils investigation for the PROJECT. The proposal for these services shall be approved by the OWNER prior to authorization to proceed. The OWNER shall be responsible for payment for those services directly to the testing laboratory.

c.

Probable Costs — The ENGINEER shall prepare a statement of the total probable cost for the PROJECT based upon the design developed. Statements of probable construction costs prepared by the ENGINEER represent the best judgment as a design professional familiar with the construction industry. It is recognized, however, that the ENGINEER has no control over the cost of labor, materials or equipment, over the Contractor’s methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the ENGINEER does not guarantee that any actual cost will not vary from any cost estimate prepared by the ENGINEER.

D. BID SERVICES

Upon receipt of OWNER authorization under the Final Design Phase as described herein, the ENGINEER shall perform the following services:

a.	Construction Contract Documents — The PROJECT will be let by the OWNER and the ENGINEER shall supply the necessary documents for this process.
b.	Advertising — The ENGINEER shall answer questions from potential contractors, subcontractor and suppliers, and coordinate with OWNER staff during this phase of services.
c.	Bidding — The ENGINEER shall attend the meeting at which bids are received, tabulate the bids and make recommendations to the OWNER regarding the awarding of the construction contract to the lowest qualified bidder.

E. CONSTRUCTION SERVICES

1. CONSTRUCTION ADMINISTRATION PHASE

Upon award of the construction contracts, the ENGINEER shall perform the following administrative services during construction of the PROJECT:

a.	During the construction phases, the ENGINEER shall specify the testing of materials and administrative procedures to be as directed by the ENGINEER.
b.	Preconstruction Conference — The ENGINEER shall arrange and conduct a preconstruction conference with the Contractor and OWNER to review the contract requirements, details of construction, utility conflicts and work schedule prior to construction.
c.	Site Observation — The ENGINEER shall visit the construction site, at such times and with such frequency deemed necessary by the ENGINEER, to (a)

observe the progress and (b) determine if the results of the construction work substantially conforms to the drawings and specifications in the Construction Documents. Site Observation does not include observation or administration of the Storm Water Pollution Prevent Plan (SWPPP) which is the sole responsibility of OWNER (See Article III. G. 2., herein).

d.	Contractor Payment Requests — The ENGINEER shall review the requests of the contractor for progress payments and shall approve a request, based upon site observations, which authorizes payments and is a declaration that the contractor’s work has progressed to the point indicated.
e.	Notification of Nonconformance — The ENGINEER shall notify the OWNER of any observed work, which does not conform to the construction contract, make recommendations to the OWNER for the correction of nonconforming work and, at the request of the OWNER, see that these recommendations are implemented by the contractor.
f.	Shop Drawings — The ENGINEER shall review shop drawings and other submissions of the Contractor for general compliance with the construction contract.
g.	Change Orders — The ENGINEER shall prepare change orders for approval of the OWNER.
h.	Substantially Complete and Final Site Observation — The ENGINEER shall perform a site observation to determine if the PROJECT is substantially complete according to the plans and specifications and make recommendation on final payment for each construction phase.
i.	During the Construction Services Phase, the ENGINEER shall confer with the OWNER’S Project Officer to report PROJECT status.
j.	If the Contractor exceeds the estimated working and/or calendar days in completing construction of the PROJECT, or if change orders or PROJECT additions require additional working days, the ENGINEER will be compensated for administration, inspecting and staking services based on established hourly rates and fixed expenses outlined in the Engineer’s Standard Fee Schedule (Attachment A).
k.	Final Acceptance — It is understood that the OWNER will accept any portion of the PROJECT only after recommendation by the ENGINEER. Final acceptance of the PROJECT by the OWNER shall not be deemed to release the Contractor from responsibility for insuring that the work is done in a good and workmanlike manner, free of defects in materials and workmanship nor the ENGINEER for his liability of design.

2. CONSTRUCTION STAKING

The ENGINEER shall be responsible for providing all construction stakes for the PROJECT. The construction documents will contain a provision that the ENGINEER will provide one set of stakes for each construction operation. Any staking that is destroyed due to construction that has to be replaced, will be at the Contractor’s expense.

3. CONSTRUCTION OBSERVATION

The ENGINEER will provide one or more Resident Engineer or Resident Construction Observer for the PROJECT as required during the Construction Phases. If the Contractor requests a waiver of any provisions of the plans and specifications, the ENGINEER will make a recommendation on the request to the OWNER for their determination. No waiver shall be granted if such waiver would serve to reduce the quality of the final product. The OWNER shall never be deemed to have authorized the ENGINEER to consent to the use of defective workmanship or materials. The Resident Engineer or Construction Observer will give guidance to the PROJECT during the construction periods, including the following:

a.	Setting and/or checking of lines and grades required during construction.
b.	Observation of the work for general compliance with plans and specifications. Observation does not include observation or administration of the Storm Water Pollution Prevent Plan (SWPPP), if any is required for the site, which is the sole responsibility of OWNER (See Article III. G. 2., herein).
c.	Keep a record or log of Contractor’s activities throughout construction, including notation on the nature and cost of any extra work or changes ordered during construction.
d.	Resident Services provide the Owner with representation at the job site during the Construction Phases of the PROJECT which results in increasing the probability that the PROJECT will be constructed in substantial compliance with the plans and specifications, and Contract Documents. However, such Resident Services do not guarantee the Contractor’s performance. Resident services do not include responsibility for construction means, controls, techniques, sequences, procedures or safety.

4. CONSTRUCTION TESTING

a.	The Resident Engineer or Construction Observer will coordinate the acceptance testing and monitoring according to OWNER requirements.
b.	If required, the following items will be completed under Article III (E) by the ENGINEER for the OWNER based on hourly rates, unit prices and fixed expenses of the ENGINEER or private testing laboratory and are not included as part of the costs for this task.

• Field moisture and density tests by private testing laboratory.

• Concrete compressive tests by private testing laboratory or ENGINEER and deliveries to laboratory.

c. Assurance sampling, testing and source inspection required is not expected to be provided by the ENGINEER.

5. RECORD DRAWINGS

Record Documents — The ENGINEER shall furnish reproducible record documents for PROJECT according to OWNER requirements. Such as-builds may contain a waiver of liability phrase in regard to unknown changes made by the Contractor without OWNER/ENGINEER approval.

F. ADDITIONAL SERVICES

1. Changes in Scope of Services

The OWNER may request Additional Services from the ENGINEER not included in the Scope of Services as outlined. Additional Services may include, but not be limited to, expanding the scope of the PROJECT and work to be completed; assistance in property acquisition or easement procurement; assistance with environmental or archaeological review of the project areas; development of various documents not otherwise described herein; or requesting additional work items that increases the Engineering Services and corresponding costs. Additional Services shall be performed as requested in writing by the OWNER on an hourly basis in accordance with the current fiscal year Snyder & Associates, Inc. Standard Fee Schedule in affect at the time of actual performance. All services quoted on a lump sum basis shall be valid for one year from the contract date.

G. STORM WATER DISCHARGE COMPLIANCE / HOLD HARMLESS

1. ENGINEER’S Responsibility

In the event the scope of work to be performed under the terms and conditions of this Agreement includes permitting and creation of an initial storm water pollution prevent plan, then and in that event and notwithstanding any provision to the contrary, ENGINEER shall not be responsible or liable for compliance with any storm water discharge requirements at the site other than the preparation of the Notice of Intent for Storm Water Discharge Permit No. 2 applicable to the site and creation of the initial storm water pollution prevent plan for the site.

2. OWNER’S Responsibility

OWNER shall be solely responsible for: a) the submittal of the Notice of Intent; b) the implementation, administration and monitoring of the initial plan; c) making modifications to the initial plan as needed; d) filing the Notice of Discontinuance; and, e) compliance with all NPDES or storm water discharge statutes, rules, regulations or ordinances applicable to the site. Upon OWNER’S request, ENGINEER will include the initial Storm Water Pollution Prevent Plan as a part of the Construction Documents and will require the Construction Contractor in the Construction Contract to assume all of OWNER’S responsibilities set forth in this paragraph.

3. Indemnification

ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold client harmless against all damages, liabilities or costs including reasonable attorneys’ fees and defense costs (hereafter “Claims”) to the extent caused by ENGINEER’S errors, omissions or negligent acts relating to the preparation of

the Notice of Intent or creation of the initial storm water pollution prevent plan. OWNER shall protect, defend, indemnify and hold ENGINEER harmless from any and all Claims caused by or in any manner related to:

a)

any discharges of soil, silt, sediment, petroleum product, hazardous substances or solid waste from the site; and/or

b)

any alleged violation of any NPDES or storm water discharge statute, rule, regulation or ordinance, unless said Claims were primarily caused by the ENGINEER’S own negligent acts. OWNER shall release, waive and otherwise discharge any and all Claims that OWNER may assert against ENGINEER relating, in any manner, to any discharges from the Site and/or any alleged violation of any NPDES or storm water discharge statute, rule, regulation or ordinance except as set forth above. The covenants and provisions herein shall survive cessation of ENGINEER’S work on the site.

IV. RESPONSIBILITY OF THE OWNER

At its own expense, the OWNER shall have the following responsibilities regarding the execution of the Contract by the ENGINEER.

A. PROJECT OFFICER

The OWNER shall name a Project Officer to act as the OWNER’s representative with respect to the work performed under this Agreement. All correspondence with OWNER relating to PROJECT shall be directed to the Project Officer and the Project Officer shall be invited to all progress meetings and other meetings called during the PROJECT.

B. PROMPT RESPONSE

To prevent an unreasonable delay in the ENGINEER’s work, the OWNER will examine all reports, drawings, specifications, and other documents and will provide authorizations in writing to the ENGINEER to proceed with work within a reasonable time period.

C. PROJECT REQUIREMENTS

The OWNER shall furnish the following information for the PROJECT: Design and construction standards; PROJECT area topography and existing features and utilities; construction documents of projects within close proximity; known property locations and conditions; zoning or deed restrictions; approved assessment method and formula; and permission for access to private property if necessary to perform work.

V. WORK SCHEDULE

The PROJECT, from design through construction completion, shall be performed by the ENGINEER in accordance with a schedule mutually developed by the OWNER and ENGINEER.

A. The ENGINEER shall not he responsible for delays in the schedule, which are beyond the ENGINEER’s control.

VI. COMPENSATION AND TERMS OF PAYMENT

The OWNER shall pay the ENGINEER in accordance with the terms and conditions of this Agreement.

A. RIGHT-OF-WAY SERVICES

As set forth in Article III (B), the fee shall be based on hourly rates and fixed expenses as outlined in the Engineer’s Standard Fee Schedule. The current fee schedule is shown in Attachment A. The charges from the Fee Schedule will be based on the fiscal year the charges occur. Total fees of services are estimated.

As set forth in Article III (B) the estimated engineering fee shall be $3,000.00.

Anytime the ENGINEER anticipates that actual engineering costs will exceed estimated engineering costs, he shall immediately notify the OWNER’s representative of such proposed increase and the reasons therefore.

B. BASIC SERVICES

As set forth in Article III (C) the engineering fee shall be on the basis of a lump sum fee of $22,500.00.

C. BID SERVICES

As set forth in Article III (D) the engineering fee shall be on the basis of a lump sum fee of $2,000.00.

D. CONSTRUCTION SERVICES

As set forth in Article III (E) shall be on the basis of a maximum fixed fee on hourly rates and fixed expenses as outlined in the Engineer’s Standard Fee Schedule. The current fee schedule is shown in Attachment A. The charges from the Fee Schedule will be based on the fiscal year the charges occur. Total fees of services are estimated.

As set forth in Article III (E) the estimated engineering fee shall be $14,500.00.

Anytime the ENGINEER anticipates that actual engineering costs will exceed estimated engineering costs, he shall immediately notify the OWNER’s representative of such proposed increase and the reasons therefor.

E. ADDITIONAL SERVICES

As set forth in Article III (F), Additional Services shall be performed as requested in writing by the OWNER and shall be performed on an hourly basis. Services shall be performed in accordance with the current fiscal year Snyder & Associates, Inc. Standard Fee Schedule in affect at the time of actual performance. All services quoted on a lump sum basis shall be valid for one year from the contract date.

VII. METHOD OF PAYMENT

A. The ENGINEER shall submit billings for Right-of-Way, Basic, Bid, Construction and Additional Services to the OWNER on a thirty (30) day basis under separate cover and shall be paid by the OWNER within fourteen (14) days after approval by the Board of

Supervisors. The OWNER shall pay the ENGINEER a percentage of the total fee for each phase or a cost not to exceed the amount shown in accordance with the attached schedule.

B. Billings shall include sufficient documentation to explain the charges. All billings may be accompanied by a Billings Information Report on a form provided to the ENGINEER by the OWNER.

VIII. TERMINATION OF AGREEMENT

The ENGINEER or OWNER may, after giving seven (7) days written notice to the other party, terminated this agreement and the ENGINEER shall be paid for services provided to the termination notice date, including reimbursable expenses due, plus termination expenses. Termination expenses are defined as reimbursable expenses directly attributed to the termination.

IX. CONFLICT OF INTEREST

No elected official or employee of the OWNER who exercises any responsibilities in review, approval, or carrying out of this Agreement shall participate in any decision relating to this Agreement which affects his or her direct or indirect personal or financial interest.

X. ASSIGNABILITY

The ENGINEER shall not assign any interest in this Agreement and shall not transfer any interest in the same without the prior written consent of the OWNER.

XI. TITLE TRANSFER

All drawings, specifications and other work products of the PROJECT are instruments of services for this PROJECT only and shall remain the property of the ENGINEER. The ENGINEER may deliver to the OWNER, at the OWNER’ s request, paper or electronic media copies of documents prepared in accordance with this Agreement. The OWNER may make hard copies or electronic copies of these documents for purposes supporting the intended use of the project. Any reuse or modification of the documents supplied by ENGINEER for purposes of the PROJECT, including electronic media will be at the recipient’s risk and responsibility. Electronic media will be provided as is without warranty, and it shall be the OWNER’S responsibility to reconcile this electronic data with the paper plans, and that the paper plans shall be regarded as legal documents for this PROJECT.

XII. CONFIDENTIALITY

No reports, information, and/or data given to or prepared or assembled by the ENGINEER under this Agreement shall be made available to any individual or organization by the ENGINEER without prior written approval of the OWNER.

XIII. INSURANCE

The ENGINEER shall maintain insurance to protect the ENGINEER from claims under Workmen’s Compensation Acts; claims due to personal injury or death of any employee or any other person; claims due to injury or destruction of property; and claims arising out of errors, omissions, or negligent acts for which the ENGINEER is legally liable. The amounts and extent of such insurance is as follows:

1.	Professional Liability	$2,000,000 each claim; 2,000,000 aggregate
2.	Vehicle Coverage — Bodily Injury	$1,000,000 combined single limit (each accident)
3.	Workmen’s Compensation —	$100,000 each accident
4.	General Liability —	$1,000,000 each occurrence and 2,000,000 aggregate

XIV. ARBITRATION

Any controversy or claim arising out of this Agreement may, if both parties agree, be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association.

The cost of the arbitration, if any, will be divided equally between the OWNER and the ENGINEER.

XV. ENGINEER’S RESPONSIBILITY

The ENGINEER shall be responsible for the professional quality and technical accuracy of all services furnished by the ENGINEER under this Agreement, except for that work provided by OWNER. The ENGINEER shall, without additional compensation, correct or revise any error or deficiencies in his work. Approval of the OWNER of any such work shall not in any way relieve the ENGINEER of responsibility for the technical accuracy and adequacy of said services. The OWNER’s review, approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

XVI. COMPLETENESS OF THE AGREEMENT

This document contains all terms and conditions of this Agreement and any alteration shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. There are no understandings, representations, or agreements, written or oral, other than those incorporated herein.

XVII. ENGINEER’S CERTIFICATION OF REPORT

The ENGINEER shall place his certification on the Contract Documents, all in conformity with Chapter 114, Code of Iowa.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and the year first above written.

ATTEST:	OWNER CASSCO AMAIZING ENERGY, LLC
	By	/s/ Alan H. Jentz
	ENGINEERG SNYDER & ASSOCIATES, INC.
	By	/s/ Tim A. Teig Tim A. Teig, Principal Branch Manager

SNYDER & ASSOCIATES
2006-07
STANDARD FEE SCHEDULE

Billing Classification/Level	Bill Rate
Professional
Engineer, Landscape Architect, Land Surveyor, Legal, Project Manager, Planner, Right-of-Way Agent, Graphics Designer
Principal	$	130.00	/hour
Lead	$	123.00	/hour
Senior	$	116.00	/hour
VIII	$	112.00	/hour
VII	$	108.00	/hour
VI	$	103.00	/hour
V	$	96.00	/hour
IV	$	87.00	/hour
III	$	78.00	/hour
II	$	71.00	/hour
I	$	61.00	/hour
Technical
Technicians — CADD, Survey, Construction Observation
Principal	$	90.00	/hour
Lead	$	85.00	/hour
Senior	$	79.00	/hour
VIII	$	75.00	/hour
VII	$	68.00	/hour
VI	$	63.00	/hour
V	$	57.00	/hour
IV	$	50.00	/hour
III	$	44.00	/hour
II	$	38.00	/hour
I	$	33.00	/hour
Administrative
Clerical, Computer Programming, Financial
Principal	$	83.00	/hour
Lead	$	77.00	/hour
Senior	$	73.00	/hour
VIII	$	67.00	/hour
VII	$	62.00	/hour
VI	$	56.00	/hour
V	$	48.00	/hour
IV	$	42.00	/hour
III	$	37.00	/hour
II	$	32.00	/hour
I	$	29.00	/hour
Reimbursables
Mileage	Current IRS standard rate
1-person robotic equipment (in addition to technical rate)	$	25.00	/hour
Plotter Prints, Blueprints	$	0.20		/s.f.

Billing Classification/Level	Bill Rate
Mylar Prints	$	2.00	/s.f.
Color Plots	$	2.00	/s.f.
Color Plots — Photo	$	5.00	/s.f.
Color Copies	$	0.50	/ea.
Outside Services	As invoiced

EX-10.19

Exhibit 10.19

U.S. Water Services (LOGO)

February 21, 2007

Mr. Al Jentz
Amaizing Energy
2404 Hwy 30 W
Denison, IA 51442

Dear Mr. Jentz:

This document serves as the service agreement between US Water Services and Amaizing Energy for the 100 MMgy ethanol plant to be located in Atlantic, IA. Signing the service agreement shows the customers intent to utilize US Water Services as the water treatment supplier. Signing the LOI will allow US Water Service to commit to the necessary resources and equipment.

If US Water Services satisfactorily performs the engineering services and analytical support work required during the design build process as detailed in Appendix A with a value of over $78,000 if purchased through an outside consulting engineering company, US Water Services will expect to partner with Amaizing Energy for a long term water treatment chemicals and services. Appendix B shows the standard water treatment services agreement we will present when all the water and equipment information is known. If US Water Services does not satisfactorily perform the services detailed in Appendix A, the customer has no obligation to continue to utilize our services.

We would like a level of commitment from Amaizing Energy to show that the intention to utilize US Water Services as the water treatment company is a valid assumption. US Water Services is commitment to be competitive with other suppliers of similar services and equipment.

Printed Name

/s/ Al Jentz GM Alan H. Jentz	2/26/07
Al Jentz, General Manager,	Date
Amaizing Energy
/s/ Kent K. Herbst	2/21/07
Kent K. Herbst
Ethanol Team Leader – USWS

EX-10.20

Exhibit 10.20

AGREEMENT

THIS AGREEMENT is by and between Amaizing Energy Atlantic LLC (hereinafter called OWNER) and JB Holland Construction, Inc. (hereinafter called CONTRACTOR).

OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:

ARTICLE 1 — WORK

1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows:

          Earthwork and related work for ethanol facility at Atlantic, Iowa.

ARTICLE 2 — THE PROJECT

2.01 The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows:

          Amaizing Energy Atlantic LLC Ethanol Facility at Atlantic, IA

ARTICLE 3 — ENGINEER

3.01 The Project has been designed by

Fagen Engineering LLC
501 West Hwy 212
P.O. Box 159
Granite Falls, MN 56241

who is hereinafter called ENGINEER and who is to act as OWNER’S representative, assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents.

ARTICLE 4 — CONTRACT TIMES

4.01 Time of the Essence

     A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract.

4.02 Dates for Substantial Completion and Final Payment

     A. The Work will be substantially completed on or before May 13, 2007, and completed and ready for final payment in accordance with paragraph 14.07 of the General Conditions on or before June 13, 2007. Forty (40) working days not including Saturday and Sunday shall be the time set for this contract completion of work as described.

4.03 Liquidated Damages

     A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 4.02 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty),

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CONTRACTOR shall pay OWNER $500.00 for each calendar day that expires after the time specified in paragraph 4.02 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse, or fail to complete the remaining Work within the Contract Time or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER $500.00 for each calendar day that expires after the time specified in paragraph 4.02 for completion and readiness for final payment until the Work is completed and ready for final payment.

ARTICLE 5 — CONTRACT PRICE

5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to paragraphs 5.01.A below:

     A. For all Work, at the prices stated in CONTRACTOR’s Bid, attached hereto as an exhibit.

     TOTAL OF ALL ESTIMATED PRICES:

Two million, six hundred ninety two thousand, seventy nine dollars, eighty three cents	$	2,692,079.83
(use words)	(dollars)

     As provided in paragraph 11.03 of the General Conditions, estimated quantities are not guaranteed, and determinations of actual quantities and classifications are to be made by ENGINEER as provided in paragraph 9.08 of the General Conditions. Unit prices have been computed as provided in paragraph 11.03 of the General Conditions.

ARTICLE 6 — PAYMENT PROCEDURES

6.01 Submittal and Processing of Payments

     A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions.

6.02 Progress Payments; Retainage

     A. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR’S Applications for Payment every two (2) weeks during performance of the Work as provided in paragraphs 6.02.A.1 and 6.02.A.2 below. Payments for work completed shall be made within fifteen (15) days of submission of application for payment. All such payments will be measured by the schedule of values established in paragraph 2.07.A of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Requirements:

     1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER may determine or OWNER may withhold, in accordance with paragraph 14.02 of the General Conditions. Payments for work completed shall be made within fourteen (14) days of submission of application for payment or ten (10) days after approval by the Engineer.

          (a) 90% of Work completed (with the balance being retainage). If the Work has been 50% completed as determined by the ENGINEER, and if the character and progress of the Work have been satisfactory to OWNER and ENGINEER, OWNER, or recommendation of ENGINEER, may determine that as long as the character and progress of the Work remain satisfactory to them, there will be no retainage on account of Work subsequently completed, in which case the remaining progress payments prior to Substantial Completion will be in an amount equal to 100% of the Work completed less the aggregate of payments previously made; and

          (b) 90% of cost of materials and equipment stored at the site but not incorporated in the

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     Work (with the balance being retainage).

     2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 100% of the Work completed, less such amounts as ENGINEER shall determine in accordance with paragraph 14.02.B.5 of the General Conditions and less 100% of ENGINEER’s estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion.

6.03 Final Payment

     A. Upon final completion and acceptance of the Work in accordance with paragraph 14.07 of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said paragraph 14.07.

ARTICLE 7 — INTEREST

7.01 All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of 8% per annum.

ARTICLE 8 — CONTRACTOR’S REPRESENTATIONS

8.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations:

     A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents.

     B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

     C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work.

     D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto.

     E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents.

     F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents.

     G. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents.

     H. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR.

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     I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

ARTICLE 9 — CONTRACT DOCUMENTS

9.01 Contents

     A. The Contract Documents consist of the following:

1.	This Agreement (pages 1 to 6, inclusive);
2.	General Conditions (pages 00700-1 to 00700-42, inclusive);
3.	Supplemental Conditions (pages 1 to 2, inclusive);
4.	Project Manual for Cassco Amaizing Energy, LLC, Civil and Site Work Grading Detail Design Package dated February 2007 provided by Yaggy Colby Associates.
5.	Soils report (sent via email by OWNER) provided by Terracon bearing the following title: GEOTECHNICAL ENGINEERING REPORT— PROPOSED ETHANOL PRODUCTION FACILITY, GLACIER DRIVE, ATLANTIC, IOWA, Terracon Project No. 05065139 dated October 24, 2006.
6.	Drawings consisting of sheets numbered 200 through 214, inclusive, with each sheet bearing the following general title: CASSCO AMAIZING ENERGY LLC, Ethanol Production Facility, Atlantic, Iowa dated 2/12/07, issued & sealed by Thomas K. Madden of Yaggy Colby Associates.
7.	Revised drawings consisting of sheets numbered 205 through 207, inclusive, with each sheet bearing the following general title: CASSCO AMAIZING ENERGY LLC, Ethanol Production Facility, Atlantic, Iowa revised 2/23/07 by Thomas K. Madden of Yaggy Colby Associates.
8.	Rail drawings consisting of sheets numbered R-1 through R-10, inclusive, with each sheet bearing the following general title: PROPOSED ETHANOL PLANT RAIL YARD, OVERALL SITE PLAN, CASSCO ENERGY, ATLANTIC IOWA dated 11/3/06 designed by JPF of TerraTec Engineering.
9.	Rail drawings consisting of sheets numbered C-1 through C-3, inclusive, with each sheet bearing the following general title: PROPOSED SITE GRADING, PROPOSED ETHANOL PLANT RAIL YARD, CASSCO ENERGY, ATLANTIC IOWA dated 10/26/06 designed by JPF of TerraTec Engineering.
10.	Exhibits to this Agreement:

• Bid Form

• Rail Plan Takeoff

• Rail sub-ballast Specification

• Rail Sub-grade Specification

• Portion of Terracon report specific to rail bed area

• Certificates of Insurance

• Instructions to bidders

• Clarification Document for Project Manual issued by Yaggy Colby 2/26/2007

• Post bid documents

• Contractor bid form

10. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto:

a.	Written Amendments;
b.	Work Change Directives;
c.	Change Order(s)

     B. The documents listed in paragraph 9.01.A are attached to this Agreement (except as expressly noted otherwise above).

     C. There are no Contract Documents other than those listed above in this Article 9.

     D. The Contract Documents may only be amended, modified, or supplemented as provided in paragraph 3.05 of the General Conditions.

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ARTICLE 10 — MISCELLANEOUS

10.01 Terms

     A. Terms used in this Agreement will have the meanings indicated in the General Conditions.

10.02 Assignment of Contract

     A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

10.03 Successors and Assigns

     A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.

10.04 Severability

     A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

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IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf.

This Agreement will be effective on 3/28/07 (which is the Effective Date of the Agreement).

OWNER:		CONTRACTOR:
Amaizing Energy		JB Holland Construction, Inc.
By:	/a/ Alan H. Jentz	/s/ Jeff J. Holland President
[CORPORATE SEAL]		[CORPORATE SEAL]
Attest		Attest	/s/ Diane M. (illegible)
Address for giving notices:		Address for giving notices:
2404 Hwy 30 West		2092 Hwy 9 West
Denison, Iowa		Decorah, IA 52101
51442
(If OWNER is a corporation, attach evidence of authority to sign. If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of OWNER-CONTRACTOR Agreement.)		License No. 42-1237122 (where applicable) Agent for service of process:
		(If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign)
Designated Representative:		Designated Representative:
Name: Alan H. Jentz		Name: Jeff J. Holland
Title: President		Title: President
Address: 2404 Hwy 30 West		Address: 2092 Hwy 9 W
Denison, Iowa 51442		Decorah, IA 52101
Phone: 712-263-2676		Phone: 563-382-2901
Facsimile: 712-263-4134		Facsimile: 563-382-2902

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EX-10.21

Exhibit 10.21

CONTRACT AGREEMENT

          THIS AGREEMENT, made this 5th day of April                     , 2007 by and between Amaizing Energy Atlantic, LLC of Atlantic, Iowa herein after called the, Owner and Peterson Contractors, Inc. of Reinbeck , Iowa hereinafter called the Contractor.

     Witnesseth, That for the consideration hereinafter named, the said Contractor agrees with said Owner, as follows:

     SECTION 1. The Contractor agrees to furnish all labor, material and equipment, necessary to perform and complete all the work for (Project Description)

          Geopier Foundation Installation for:

          CassCo Amazing Energy Ethanol Plant, Glacier Dr., Atlantic, A

as described In Section 2 hereof, and In accordance with the drawings, General Conditions of the Contract, Supplementary General Conditions, specifications and addenda Nos,                      to                      inclusive, prepared by

          Geopier Foundation Company if applicable.

     SECTION 2. Scope of Work; The Contractor agrees to promptly begin said work either TBD days, after notification by said Owner, and complete all work as follows:

     In accordance with the project schedule and as required by job progress

          Install Geopier Foundation Elements as outlined in the attached PCI proposal

          And Exhibit B dated March 22, 2007.

     SECTION 3. The Contractor shall take out and pay for Employers’ Liability insurance, Worker’s Compensation insurance and Public Liability and Property Damage insurance, certificates of same to be deposited with the 0wner before any work is started; also pay for all state and/or federal taxes, assessment, Unemployment Compensation Contributions or other charges, and acquire and pay for necessary licenses to do business as required by law.

     SECTION 4. No extra work, back charges or changes under this contract will be recognized or paid for, unless agreed to in writing by the Owner and Contractor before the work is done or the changes made. No oral agreements will be made by either party.

     SECTION 5. This contract shall not be assigned by the Contractor without first obtaining permission in writing from the Owner. The Contractor shall be responsible for performance of work by his employees, agents or his Contractors, and the Contractor agrees to bind his Subcontractors to all provisions of this Agreement.

     SECTION 6. The Contractor and Owner agree to observe and comply with all applicable federal, state and local law, ordinances, rules and regulations, including but not limited to the Occupational Safely and Health Act of 1970 effective where the work under this Subcontract is to he performed.

     SECTION 7..All claims, disputes and other matters in question between the Contractor and the Owner arising out of or relating to the Contract or breech thereof shall be decided by arbitration accordance with the

Construction Industry Arbitration Rules of the American Arbitration Association then in offset. The award rendered by the arbitrator shall be final and judgement may be entered upon it in any court having ruling thereof.

     SECTION 8. The Contractor agrees to Indemnity and save harmless the Owner from any and all loss or damage occasioned by any negligent act or omission of the Contractor or that of anyone directly or indirectly employed by them or performing the work of this Contract under the direction of the Contractor or anyone for whose acts any of them may be liable in carrying out the provisions of this Contract.

NONE

     SECTION 9. Special Conditions. (Insert the word “None” OR the Special Conditions.) Note both parties must INITIAL All Special Conditions.

     SECTION 10. Progress Payments. Monthly progress payments on the Contract Sum will be made to the Contractor in an amount equal to 95 % of the value of work performed and materials incorporated in the project and the materials delivered to the site of the Work by Contractor as estimated by Owner and Contractor, less the aggregate of previous payments made to Contractor, to be paid within 30 days of invoice billings, with total release of retainage within sixty days of completion.

     SECTION 11. Contract Continuance. In the event that any portion or part of this Agreement is held to be unconstitutional, illegal, or otherwise unenforceable, the failure of that portion shall not affect the entirety of this Contract and all other clauses, agreements, language or otherwise, shall continue in lull force and effect,

     SECTION 12. Governing Law. This contract shall be governed under the laws of the State of Iowa.

IN CONSIDERATION WHEREOF, the said Owner agrees that he will pay to the said Contractor the sum of One Million, Two hundred Twenty-five thousand and 00/100 ($1,225,000.00) Dollars for said materials and work. If blank, see pricing schedule Attached hereto as Exhibit A.

The Owner and the Contractor for themselves, their successors, executors, administrators and assigns, hereby agree to the full performance of the covenants of this agreement.

IN WITNESS WHEREOF, they have executed this agreement the day and date written above.

Amaizing Energy Atlantic, LLC		Peterson Contractors, Inc.
Owner		Contractor
By:	/s/ Alan H. Jentz	By:	/s/ Cardell S. Peterson
Title:	President	Title:	President

EX-10.22

Exhibit 10.22

LETTER OF UNDERSTANDING

To: Cass County Board of Supervisors

From: Amaizing Energy Atlantic, LLC

Date: April 4, 2007

Re: Survey and Design Expenditures for Road, Sewer and Water Improvements

The purpose of this letter is to obtain mutual understanding between the Cass County Board of Supervisors and the Amaizing Energy Atlantic, LLC (a start up company) Board of Directors on the planned engineering, road, sewer and water infrastructure improvements for the proposed ethanol project.

The Cass County Board of Supervisors and the Amaizing Energy Atlantic, LLC Directors have agreed to a fifty percent (50%) tax abatement for a ten (10) year term and agree to a minimum assessed tax based for the ethanol plant of $22,500,000.00. The original estimate for these infrastructure improvements is approximately $3,100,000.00. It is intended that a Tax Income Revenue Board will be issued to finance these improvements.

The Amaizing Energy Atlantic, LLC Directors recognize that in order to keep the road project moving forward that funds must be available to provide for these initial costs. Amaizing Energy Atlantic, LLC has contracted with Snyder and Associates to perform the initial survey and design work necessary to complete the improvements. On or about January 17, 2007 a verbal agreement was made for Amaizing Energy to provide up to $286,800.00 in expense and these funds would be recouped by Amaizing Energy at a later date.

Amaizing Energy Atlantic, LLC Board of Directors has agreed to provide up to an additional $400,000.00 for right of way acquisition, and construction costs for Phase I of the road project. This is being provided with the expectation that these funds will able be recouped by Amaizing Energy Atlantic, LLC at a later date.

The Amaizing Energy Atlantic, LLC Board of Directors requests that these infrastructure improvements expenditures be reimbursed to the LLC from the bond revenue if and when a Tax Income Revenue Bond is issued.

Samuel J. Cogdill, CEO and Chairman	Chuck Kinen, Chairman
Amaizing Energy Atlantic, LLC	Cass County Board of Supervisors
/s/ Samuel J. Cogdill, Chairman & CEO	/s/ Chuck Kinen
4/10/07

AMAIZING ENERGY – ATLANTIC LLC
SUMMARY OF ESTIMATED INFRASTRCUTURE COSTS
March 20, 2007
Snyder Project No. 106-0753

ROAD IMPROVEMENTS
Glacier Road to Echo Road Paving		2,478,917.24
5% Construction Contingency		123,945.86
RR Crossing Improvements		199,792.68
Engineering – Design & Construction Services		244,800.00
Subtotal	$	3,047,455.78
WATER & SEWER EXTENSION
Water Main & Sanitary Sewer Extension		311,800.00
5% Construction Contingency		15,590.00
Engineering – Design & Construction Services		42,000.00
Subtotal	$	369,390.00
ROAD EASEMENTS/ROW
Greg, Donna & Jeremy Zellmer (Zee 5 Farms, Inc.) Easement		1.00
Gregory D. & Donna Zellmer & Jeremy Zellmer Acquisition		1,845.00
Smith Generation Farms, Inc. (Glen Smith President) Easement		1.00
Smith Generation Farms, Inc. (Glen Smith President) Acquisition		2,070.00
Glen R. & Fauzan M. Smith – Acquisition		8,145.00
Glen R. & Fauzan M. Smith – Easement		1.00
Amaizing Energy Atlantic, LLC – Acquisition		1.82
Glynn D. & Joan Westphalen – Acquisition		4,865.00
Subtotal	$	16,929.82
WATER/SEWER EASEMENTS
Hubbard Feeds – Easement		1.00
Rick Pellett – Easement		1.00
Subtotal	$	2.00
TOTAL ESTIMATED COSTS (w/ Contingency)	$	3,433,777.60

EX-10.23

Exhibit 10.23

April 17, 2007

Sam Cogdill
Amaizing Energy Atlantic, LLC
2404 West Highway 30
Denison, Iowa 51442

          Re:      Novation of CassCo Amaizing Energy, LLLP Letter of Intent

Dear Sam:

     This letter (the “Letter Agreement”), when signed by you in the space set forth below, will confirm the agreement between Amaizing Energy Atlantic, LLC (“Atlantic LLC”), as successor by assignment and merger to CassCo Amaizing Energy, LLLP (“CassCo LLLP”), and Fagen, Inc. (“Fagen”) (sometimes collectively referred to as the “Parties”) with respect to the matters set forth herein relative to the replacement of that certain Letter of Intent between Fagen and CassCo LLLP dated July 25, 2006.

RECITALS

     A. Whereas, Fagen and CassCo LLLP have entered into and executed that certain Letter of Intent dated July 25, 2006 (the “July 25 Letter of Intent”) with respect to the construction of a one hundred (100) million gallon per year (“MGY”) dry grind ethanol production facility located at Atlantic, Iowa (“the Plant”); and

     B. Whereas, the July 25 Letter of Intent identified CassCo LLLP as Owner of the Plant and as counterparty to the Letter of Intent between Fagen and Owner; and

     C. Whereas, on August 8, 2006 CassCo LLLP was dissolved by its partners and said partners assigned, transferred and conveyed any assets or liabilities distributed or distributable therefrom to CassCo Amaizing Energy, LLC (“CassCo LLC”), an Iowa limited liability formed on August 8, 2006.

     D. Whereas, on January 31, 2007, CassCo LLC merged with and into Atlantic LLC and Atlantic LLC is the surviving company and continues to exist with substantially the same management and membership; and

     E. Whereas, due to the merger, the correct counterparty to the July 25 Letter of Intent and Owner of the Plant is Atlantic LLC; and

     F. Whereas, the Parties have agreed that the Owner referred to in the July 25 Letter of Intent shall be replaced with Atlantic LLC from CassCo LLLP.

     Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Atlantic LLC is comprised of substantially the same management and membership as both CassCo LLLP and CassCo LLC, and Atlantic LLC therefore replaces CassCo LLLP and effects a novation with respect to the Owner within the July 25 Letter of Intent in its entirety.

2. The other provisions of the July 25 Letter of Intent shall remain unchanged and in full force and effect. Specifically, Atlantic LLC shall not, without the written consent of Fagen, assign or transfer the July 25 Letter of Intent. Any sale, transfer, or disposition by Atlantic LLC of over fifty percent (50%) of its assets or any sale, transfer, or disposition of more than fifty percent (50%) of Atlantic LLC to any single entity by one or more entities holding interest in Atlantic LLC shall be deemed an assignment. Notwithstanding any consent granted by Fagen to any assignment, Atlantic LLC shall remain jointly liable for any failure of any assignee to fulfill its obligations under the July 25 Letter of Intent, including but not limited to any payment and confidentiality obligations.

     If the foregoing terms accurately reflect your understanding and are acceptable to you, please sign and return the enclosed counterpart of this letter to Stephanie Howard-Clark.

Yours sincerely,

Fagen, Inc.

/s/ Ron Fagen By: Ron Fagen

Title: President & CEO

Accepted and agreed to this 18th day of April, 2007.

AMAIZING ENERGY ATLANTIC, LLC
As successor by assignment and merger to CassCo Amaizing Energy, LLLP

By: AMAIZING ENERGY HOLDING COMPANY, LLC
Its: Manager

AMAIZING ENERGY HOLDING COMPANY, LLC

/s/ Sam J. Cogdill

By: Sam Cogdill

Its: Chairman

EX-10.24

Exhibit 10.24

Date: April 25, 2007

COBANK, ACB Letter of Credit Number 00614622

Beneficiary:
Northern Natural Gas Company
1111 South 103^rd Street
Omaha, NE 68124

We have been instructed by:

Amaizing Energy, LLC
2491 Lincoln Way
Denison, IA 51442

To Amend our Letter of Credit 00614622 as issued in you favor.

This amendment is an integral part of the original credit and must be attached hereto. Please revise carefully to ensure you can comply with the terms and conditions.

Amended terms and conditions:

Amount decreased by: USD 157,000.00
New Letter of Credit Amount: USD 1,543,000.00

All other terms and conditions of the original credit instrument remain unchanged. When presenting draft(s) and documents or when communicating with us please mention our reference number shown above.

Please indicate your acceptance or rejection of this amendment by signing and returning the attached copy of the amendment.

/s/ Alan H. Jentz (Authorized Signature)

EX-10.25

Exhibit 10.25

LETTER OF UNDERSTANDING

To: Cass County Board of Supervisors

From: Amaizing Energy Atlantic, LLC

Date: April 25, 2007

Re: Iowa Interstate Rail Road crossings on county road

This letter is an addendum to our Letter of Understanding dated April 4, 2007 between the Cass County Board of Supervisors and the Amaizing Energy Atlantic, LLC (a start up company) Board of Directors.

The purpose of this addendum is to itemize the Iowa Interstate Rail Road crossings on Glacier Road, Buck Creek Road and Echo Park Road. These crossings total $199,793 and are included in the total infrastructure improvements originally estimated to be $3,100,000. It is intended that a Tax Income Revenue Bond will be issued to finance these improvements.

The original Letter of Understanding identified expenditures of up to $286,800 for survey and design work as well as up to $400,000 for Phase I road construction and Phase II right of way acquisition. These funds are also included in the $3,100,000 infrastructure improvement estimate and would be recouped by Amaizing Energy at a later date.

Amaizing Energy Atlantic, LLC Board of Directors has agreed to provide up to an additional $199,793 for the county road rail crossing improvements with the expectation that these funds will able be recouped by Amaizing Energy Atlantic, LLC at a later date.

The Amaizing Energy Atlantic, LLC Board of Directors requests that these infrastructure improvements expenditures be reimbursed to the LLC from the bond revenue if and when a Tax Income Revenue Bond is issued.

Samuel J. Cogdill, CEO and Chairman	Chuck Kinen, Chairman
Amaizing Energy Atlantic, LLC	Cass County Board of Supervisors
/s/ Samuel J. Cogdill, Chairman & CEO	/s/ Chuck Kinen
4/25/07

Iowa IAIS Interstate

April 12, 2007

Amaizing Energy Atlantic, LLC
Attn: Mr. Bill Chapman
1201 East 7^th Street, Suite 200
Atlantic, Iowa 50022

RE:	Crossing Reconstruction and Upgrade
	Glacier, Echo, and Buck Creed Roads

Dear Mr. Chapman:

Please find attached attachments outlining anticipated costs to reconstruct the above referenced rail crossings. As has been discussed, Amaizing Energy Atlantic, LLC would like to have the crossings reconstructed as part of a road improvement project, and has agreed to have this work done at its own cost. Specifically, the following work will be completed.

1.	Iowa Interstate (IAIS) will provide labor, materials, and equipment to reconstruct the crossing per the attachments. The cost to perform this work is estimated at $199,792.68. Amaizing Energy Atlantic will reimburse IAIS for the cost of the work.
2.	Upon completion of the crossing reconstruction, the Amaizing Energy Atlantic, LLC will arrange for the construction of, and pay for the asphalt approaches at the Glacier Road crossing. The asphalt approaches at the Buck Creek and Echo Road crossings will be constructed by the County upon completion of the Buck Creek and Echo Road improvements in 2008.
3.	Amaizing Energy Atlantic, LLC will provide traffic control for the project. To construct the crossing will require a complete road closure of each crossing for 6 days, each closure beginning on a Monday. It is anticipated that this work will be performed in July of 2007.

If the above terms are acceptable, please sign below and return to our office. If you have any questions, please do not hesitate to call me at 319-298-5417.

Sincerely,

/s/ Chad C. Lambi by JSW
Chad C. Lambi, P.E.	/s/ Alan H. Jentz
Engineer Public Works/Real Estate	Acceptance by Amaizing Energy Atlantic, LLC

Copy:	Pat Sheldon, IAIS
	Lanny Kite, IAIS
	Dave Sturm, P.E., Snyder & Associates

5900 6^th Street S.W., Cedar Rapids, IA 52404, main ph: 319.298.5400
Customer service: 800.247.8570, administrative fax: 319.298.5456, human resources fax: 319.2985458

GRADE CROSSING SURVACE REPAIR COSTS		AFE:
COUNTY:	Cass	MILE POST:
FRA NO.:		STATE ID NO.:
NAME:	Buck Creek Road	CITY:	Atlantic Spur

MATERIAL					UNIT		TOTAL
ITEM	QTY.			UNIT	COST		COST
PREFABRICATED CONCRETE		40		T.F.	$	170.00	$	6,800.00
FULL DEPTH TIMBER		0		T.F.	$	100.00	$	0.00
115# RAIL		320		L.F.	$	24.50	$	7,840.00
FIELD WELDS		6		EACH	$	115.00	$	690.00
CROSS TIES (7x9x10’ Pre Plated)		50		EACH	$	175.00	$	8,750.00
14” TIE PLATES		0		EACH	$	6.50	$	0.00
TRACK SPIKES		2		KEGS	$	85.00	$	170.00
BALLAST		400		TON	$	18.25	$	7,300.00
ANCHORS		60		EACH	$	1.25	$	75.00
24” CMP		40		L.F.	$	80.00	$	3,200.00
54” CMP		40		L.F.	$	140.00	$	5,600.00
SUBTOTAL:							$	40,425.00
MATL HANDLING AND STORAGE:		5.00	%				$	2,021.25
MATERIAL TOTAL:							$	42,446.25

LABOR	HOURLY							TOTAL
CLASSIFICATION	RATE			DAYS		HOURS		COST
FOREMAN	$	18.6870			5		40.00	$	747.48
TRACKMAN	$	15.3830			18		144.00	$	2,215.15
MACHINE OPERATOR	$	18.6870			8		64.00	$	1,195.97
WELDER	$	20.1320			2		16.00	$	322.11
ROADMASTER	$	25.0000			5		40.00	$	1,000.00
SUBTOTAL:								$	5,480.71
ADDITIVE RATE:		68.27	%					$	3,741.68
SUBTOTAL:								$	9,222.39

	PER DIEM		LODGING		DAYS
EMPLOYEE EXPENSES & LODGING	$	25.00	$	55.00		38	$	3,040.00
TOTAL LABOR COSTS:							$	12,262.39

OUTSIDE SERVICES						UNIT	TOTAL
ITEM	QTY.			UNIT		COST	COST
SIGNAL WORK		0.00			L.S.	$3,500.00	$	0.00
ASPHALT		0.00		Ton		$   180.00	$	0.00
EXCAVATING CONTRACTOR		1.00		LS		$1,800.00	$	18,000.00
EQUIPMENT & O.S. TOTAL							$	18,000.00
MATERIAL TOTAL:							$	42,446.25
TOTAL LABOR COSTS:							$	12,262.39
MATERIAL & LABOR SUBTOTAL:							$	54,708.64
EQUIPMENT COSTS:		9.00	%	(OF LAB. & MAT.)			$	4,923.78
OUTSIDE SERVICES TOTAL:							$	18,000.00
SUBTOTAL:							$	77,632.42
CONTINGENCIES:		0.00	%				$	0.00
PROJECT SUBTOTAL:							$	77,632.42
SCRAP CREDIT:		0.00			N.T.	250.00	$	0.00
PROJECT TOTAL:							$	77,632.42

GRADE CROSSING SURVACE REPAIR COSTS		AFE:
COUNTY:	Cass	MILE POST:
FRA NO.:		STATE ID NO.:
NAME:	Echo Road	CITY:	Atlantic Spur

MATERIAL					UNIT		TOTAL
ITEM	QTY.			UNIT	COST		COST
PREFABRICATED CONCRETE		40		T.F.	$	170.00	$	6,800.00
FULL DEPTH TIMBER		0		T.F.	$	100.00	$	0.00
115# RAIL		320		L.F.	$	24.50	$	7,840.00
FIELD WELDS		6		EACH	$	115.00	$	690.00
CROSS TIES (7x9x10’ Pre Plated)		50		EACH	$	175.00	$	8,750.00
14” TIE PLATES		0		EACH	$	6.50	$	0.00
TRACK SPIKES		2		KEGS	$	85.00	$	170.00
BALLAST		320		TON	$	18.25	$	5,840.00
ANCHORS		60		EACH	$	1.25	$	75.00
36” CMP		40		L.F.	$	90.00	$	3,600.00
SUBTOTAL:							$	33,765.00
MATL HANDLING AND STORAGE:		5.00	%				$	1,688.25
MATERIAL TOTAL:							$	35,453.25

LABOR	HOURLY							TOTAL
CLASSIFICATION	RATE			DAYS		HOURS		COST
FOREMAN	$	18.6870			5		40.00	$	747.48
TRACKMAN	$	15.3830			18		144.00	$	2,215.15
MACHINE OPERATOR	$	18.6870			8		64.00	$	1,195.97
WELDER	$	20.1320			2		16.00	$	322.11
ROADMASTER	$	25.0000			5		40.00	$	1,000.00
SUBTOTAL:								$	5,480.71
ADDITIVE RATE:		68.27	%					$	3,741.68
SUBTOTAL:								$	9,222.39

	PER DIEM		LODGING		DAYS
EMPLOYEE EXPENSES & LODGING	$	25.00	$	55.00		38	$	3,040.00
TOTAL LABOR COSTS:							$	12,262.39

OUTSIDE SERVICES					UNIT		TOTAL
ITEM	QTY.			UNIT	COST		COST
SIGNAL WORK		0.00		L.S.	$	3,500.00	$	0.00
ASPHALT		0.00		Ton	$	180.00	$	0.00
EXCAVATING CONTRACTOR		1.00		LS	$	14,000.00	$	14,000.00
EQUIPMENT & O.S. TOTAL							$	14,000.00
MATERIAL TOTAL:							$	35,453.25
TOTAL LABOR COSTS:							$	12,262.39
MATERIAL & LABOR SUBTOTAL:							$	47,715.64
EQUIPMENT COSTS:		9.00	%	(OF LAB. & MAT.)			$	4,294.41
OUTSIDE SERVICES TOTAL:							$	14,000.00
SUBTOTAL:							$	66,010.05
CONTINGENCIES:		0.00	%				$	0.00
PROJECT SUBTOTAL:							$	66,010.05
SCRAP CREDIT:		0.00		N.T.		250.00	$	0.00
PROJECT TOTAL:							$	66,010.05

GRADE CROSSING SURVACE REPAIR COSTS		AFE:
COUNTY:	Cass	MILE POST:
FRA NO.:		STATE ID NO.:
NAME:	Glacier Road	CITY:	Atlantic Spur

MATERIAL					UNIT		TOTAL
ITEM	QTY.			UNIT	COST		COST
PREFABRICATED CONCRETE		40		T.F.	$	170.00	$	6,800.00
FULL DEPTH TIMBER		0		T.F.	$	100.00	$	0.00
115# RAIL		320		L.F.	$	24.50	$	7,840.00
FIELD WELDS		6		EACH	$	115.00	$	690.00
CROSS TIES (7x9x10’ Pre Plated)		50		EACH	$	175.00	$	8,750.00
14” TIE PLATES		0		EACH	$	6.50	$	0.00
TRACK SPIKES		2		KEGS	$	85.00	$	170.00
BALLAST		160		TON	$	18.25	$	2,920.00
ANCHORS		60		EACH	$	1.25	$	75.00
16” CMP		200		L.F.	$	7.00	$	1,400.00
SUBTOTAL:							$	28,645.00
MATL HANDLING AND STORAGE:		5.00	%				$	1,432.25
MATERIAL TOTAL:							$	30,077.25

LABOR	HOURLY							TOTAL
CLASSIFICATION	RATE			DAYS		HOURS		COST
FOREMAN	$	18.6870			5		40.00	$	747.48
TRACKMAN	$	15.3830			18		144.00	$	2,215.15
MACHINE OPERATOR	$	18.6870			8		64.00	$	1,195.97
WELDER	$	20.1320			2		16.00	$	322.11
ROADMASTER	$	25.0000			5		40.00	$	1,000.00
SUBTOTAL:								$	5,480.71
ADDITIVE RATE:		68.27	%					$	3,741.68
SUBTOTAL:								$	9,222.39

	PER DIEM		LODGING		DAYS
EMPLOYEE EXPENSES & LODGING	$	25.00	$	55.00		38	$	3,040.00
TOTAL LABOR COSTS:							$	12,262.39

OUTSIDE SERVICES					UNIT		TOTAL
ITEM	QTY.			UNIT	COST		COST
SIGNAL WORK		0.00		L.S.	$	3,500.00	$	0.00
ASPHALT		0.00		Ton	$	180.00	$	0.00
EXCAVATING CONTRACTOR		1.00		LS	$	10,000.00	$	10,000.00
EQUIPMENT & O.S. TOTAL							$	10,000.00
MATERIAL TOTAL:							$	30,077.25
TOTAL LABOR COSTS:							$	12,262.39
MATERIAL & LABOR SUBTOTAL:							$	42,339.64
EQUIPMENT COSTS:		9.00	%	(OF LAB. & MAT.)			$	3,810.57
OUTSIDE SERVICES TOTAL:							$	10,000.00
SUBTOTAL:							$	56,150.21
CONTINGENCIES:		0.00	%				$	0.00
PROJECT SUBTOTAL:							$	56,150.21
SCRAP CREDIT:		0.00		N.T.		250.00	$	0.00
PROJECT TOTAL:							$	56,150.21

EX-10.26

Exhibit 10.26

March 23, 2007

Amaizing Energy Denison, LLC
Attention: Al Jentz
2404 West Highway 30
Denison, IA 51442

     Re: Amaizing Energy Denison, LLC Expansion

Dear Al:

     This letter of intent will confirm our discussions regarding the proposed terms and conditions under which Fagen, Inc. (“Fagen”) will enter into exclusive negotiations with Amaizing Energy Denison, LLC (“Owner”) to implement the transaction described in Paragraph 1 below (the “Transaction”). (Fagen and Owner are referred to herein individually as a “Party” and collectively as the “Parties”). This letter will constitute a letter of intent between us (the “Letter of Intent”) if (a) this letter is executed and returned by you within thirty (30) days of the date hereof, and (b) the Commitment Fee described in Paragraph 5 below is paid contemporaneously with the delivery of this executed letter.

     The Parties agree to effect the Transaction subject only to the execution and delivery (in each case in a form satisfactory to Fagen) of a definitive Design-Build Expansion Agreement and other ancillary instruments and agreements (the “Transaction Documents”). The Parties agree that the Transaction Documents must be executed and delivered by the parties thereto no later than March 31, 2008 (the “Closing Date”); or this Letter of Intent will terminate in accordance with Paragraph 11(a) hereof.

1. The Transaction. The Parties agree that the Transaction will consist of the following:

(a) Fagen agrees to provide Owner with those services as described in this Letter of Intent which are necessary for Owner to develop a detailed description of a forty (40) million gallons per year (“MGY”) expansion, including production modifications, but not including any grains or distiller’s grains shipping and receiving modifications or any ethanol storage or ethanol loadout modifications (the “Expansion”) to its existing forty (40) MGY dry grind ethanol production facility located at Denison, Iowa (the “Plant”) and to establish a price for which Fagen would provide design, engineering, procurement of equipment and construction services for the Expansion the (“Detailed Description”). A general summary description of the Expansion is attached hereto as Exhibit A (“General Expansion Description”). The Detailed Description will be sufficiently thorough to permit an analysis of the Owner’s lump-sum cost to develop the Expansion and

Amaizing Energy Denison, LLC
Expansion Letter of Intent
March 23, 2007
Page 2 of 19

	to develop an economic pro forma sufficient to determine if the Expansion can be financed. The Detailed Description will be provided to Owner upon request after execution by Owner of this Letter of Intent. Owner acknowledges that Fagen has no control over cost of labor, materials, equipment, or services furnished by others, over other contractors’ methods of determining prices, or other competitive bidding or market conditions. Fagen’s estimates of project construction cost will be made on the basis of its experience and qualifications and will represent Fagen’s best judgment as experienced and qualified professionals familiar with the construction industry. Fagen does not guarantee that proposals, bids, or actual construction cost will not vary from its estimates of project cost and Owner acknowledges the same.
(b)	Fagen will also provide Owner with conceptual design and technical information required to support Owner’s application for a construction air permit prior to the commencement of Plant Construction.
(c)	If Owner determines that the Expansion is economically feasible and desires to proceed with the development of the Expansion, then Owner agrees to enter into a Lump Sum Design-Build contract with Fagen for the design, procurement of equipment and construction of the Expansion (the “Design-Build Expansion Agreement”).
(d)	Owner agrees that the Design-Build Expansion Agreement will be Fagen’s chosen form of Design-Build Expansion Agreement and will contain among other things, those terms and conditions set forth in the General Terms and Conditions section of this Letter of Intent.

2. Contract Price. Subject to the remaining terms and conditions set forth herein, Owner shall pay Fagen Fifty-two Million One Hundred Sixty Thousand Dollars ($52,160,000.00) (the “Contract Price”) as consideration to Fagen for complete performance of the services described in the Design-Build Expansion Agreement and all costs incurred in connection therewith. The Contract Price is based upon the General Expansion Description, and shall be subject to adjustments to reflect any deviations from the General Expansion Description requested by Owner; provided, however, that all requested deviations from the General Expansion Description design must be submitted to Fagen by Owner no later than the earlier of: (a) the date that is sixty (60) days prior to the scheduled delivery date for the Civil Expansion Detail Design Package pursuant to the Pre-Engineering Services Agreement (as such term is defined herein); or (b) the date upon which the Design-Build Expansion Agreement is executed. The Contract Price shall be subject to the following:

(a) The Contract Price shall not include any costs related to union labor or prevailing wage requirements. If any action by Owner, a change in applicable law, or a governmental authority (as those terms are defined in the Design-Build Expansion Agreement) acting pursuant to a change in applicable law, shall require Fagen to

Amaizing Energy Denison, LLC
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	employ union labor or compensate labor at prevailing wages, the Contract Price shall be adjusted upwards to include any increased costs, of any kind or nature, associated with such labor or wages including but not limited to site security and personnel costs. Such adjustment shall include, but not be limited to, increased labor, subcontractor, and material and equipment costs resulting from any union or prevailing wage requirement; provided, however, that if an option is made available to either employ union labor, or to compensate labor at prevailing wages, such option shall be at Fagen’s sole discretion and that if such option is executed by Owner without Fagen’s agreement, Fagen shall have the right to terminate this Letter of Intent or the Design-Build Expansion Agreement, as applicable, and receive compensation pursuant to Paragraph 4(c) hereof or the terms of the Design-Build Expansion Agreement, whichever is applicable.
(b)	If the Construction Cost Index published by Engineering News-Record Magazine (“CCI”) for the month in which a Notice to Proceed is given to Fagen is greater than 7856.27 (March 2007), the Contract Price shall be increased by a percentage amount equal to the percentage increase in CCI.
(c)	Due to rapidly accelerating costs of certain specialty materials required for Expansion Plant Construction, in addition to any adjustment provided for in Paragraph 2(b) hereof, Fagen shall also add a surcharge to the Contract Price of one half of one percent (0.50%) for each calendar month that has passed between March 2007 and the month in which a valid Notice to Proceed is given to Fagen. By way of example, if a valid Notice to Proceed is given one year after March 2007 and the CCI has increased two percent (2%) over such period of time, the total adjustment to the Contract Price shall be two percent (2%) in accordance with Paragraph 2(b) plus one half of one percent (0.50%) for each of the twelve months from March 2007 to the delivery of a valid Notice to Proceed in accordance with this paragraph, for a total adjustment of eight percent (8%).
(d)	Fagen may adjust the Contract Price, and after taking into account any adjustments allowed pursuant to 2(a), 2(b) and 2(c) above, by an amount not to exceed fifteen percent (15%) of such adjusted price to account for additional engineering and construction time and materials related to Owner’s site.

3. General Terms and Conditions. The consummation of the Transaction will be subject to the Design-Build Expansion Agreement containing the following conditions:

(a) Fagen will have no responsibility for and will not perform any site preparation work. Owner’s site responsibilities, in each instance in accordance with applicable specifications provided by Fagen, will include, but will not be limited to:

i.	Obtaining land and legal authority to use the site for its intended purpose;
ii.	site grading including soil stabilization and the costs connected therewith;

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iii.	final grading, seeding, and mulching;
iv.	site security, including any site fencing; v. procuring boundary and topographic surveys; vi. procuring soil borings and geotechnical reports;
vii.	obtaining all operating permits, including any fees, bonding, and required testing;
viii.	obtaining storm water runoff permit and erosion control/land disturbance permit;
ix.	obtaining any necessary pollutant elimination discharge permit;
x.	obtaining a natural gas supply and service agreement and providing all gas piping to the use points, providing burner tip pressures as specified by Fagen, and supplying a digital flowmeter;
xi.	securing temporary and permanent electrical service, including all infrastructure design and installation for any line/service extensions, substation, primary feed and metering system, and on-site electrical distribution system up to and including the service transformers;
xii.	supplying a water source, storage, and water supply lines of appropriate quality and quantity;
xiii.	paying for a water pre-treatment system, including any building or structure required to house such system, the cost of which is not included in the Contract Price, which shall be provided by a vendor selected by Fagen and designed and constructed by Fagen pursuant to a separate side-letter agreement executed by Owner and Fagen at Fagen’s standard time plus material rates during the relevant time period and at the relevant locale (the “Water Pre-Treatment System Agreement”), and maintaining and using such system, including the use of all chemicals specified for the operation of such water pre-treatment system, for the entirety of the warranty period, it being agreed that failure by Owner to maintain and properly use the water pre-treatment system for the duration of the warranty period shall void any and all warranties affected by such failure.
xiv.	providing wastewater discharge piping, septic tank and drainfield or connect to a municipal system as required for the sanitary sewer requirements of the Expansion;
xv.	providing and maintain required ditches and permanent roads;
xvi.	constructing, furnishing, and equipping the administration building;
xvii.	providing maintenance and power equipment and spare parts;
xviii.	providing all rail design, engineering, and construction, including any railroad permits or approvals;
xix.	supplying drawings of rail system and administration building to Fagen; and
xx.	paying for the required fire protection system for the Plant, including any building or structure required to house such system, the cost of which is not included in the Contract Price, and which shall be provided by Fagen pursuant to a separate side-letter agreement executed by Owner and Fagen

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at Fagen’s standard time plus material rates during the relevant time period and at the relevant locale (the “Fire Protection System Agreement”).

(b)	Owner will enter into a Pre-Engineering Services Agreement with Fagen Engineering, LLC (“Pre-Engineering Services Agreement”). The Pre-Engineering Services Agreement provides for Fagen Engineering, LLC to commence work on the Civil Expansion Detail Design Package as set forth therein. The Civil Expansion Detail Design Package shall consist of engineering and design of the Expansion site and shall include, as applicable and required for the Expansion: property layout; grading, drainage and erosion control plan drawings; roadway alignment drawings; culvert cross sections and details; seeding and landscaping; utility layouts including fire loop, potable water, well water if applicable, sanitary sewer, utility water blowdown, and natural gas; site utility piping tables; sections and details drawings; and miscellaneous details drawings. Owner will pay Fagen Engineering, LLC Ninety-two Thousand Five Hundred Dollars ($92,500.00) for such engineering services pursuant to the terms of that agreement, the full amount of which, upon payment in full, shall be included in and credited to the Contract Price. Notwithstanding the foregoing sentence, if a Notice to Proceed is not issued pursuant to the terms of the Design-Build Expansion Agreement, or Financial Closing is not obtained, then Fagen Engineering, LLC shall keep the full amount paid under the Pre-Engineering Agreement as compensation for the services provided thereunder.
(c)	Fagen will provide reasonable assistance to Owner in obtaining Owner’s permits, approvals and licenses. Notwithstanding the foregoing, Owner shall hold harmless Fagen, its officers, directors, employees, and agents, for Owner’s failure to comply with applicable laws in obtaining or maintaining the required permits. The denial or revocation of any Owner-obtained permit as a result of Owner’s failure to comply with applicable laws shall entitle Fagen to an extension of contract times and an adjustment of Contract Price to the extent affected by such denial or revocation and to any and all other remedies available pursuant to the Design-Build Expansion Agreement and applicable law.
(d)	Owner will provide: surveys describing the property’s boundaries; geotechnical studies describing subsurface conditions; temporary and permanent easements, zoning and other requirements and encumbrances to enable Fagen to perform the work; a legal description of the site; as-built and record drawings of any existing structures; environmental studies, reports, and statements describing the environmental conditions, including hazardous conditions at the site.
(e)	Owner will be responsible for securing and executing all necessary real estate agreements to secure the site and is responsible for all costs incurred in obtaining those agreements.

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(f)	Fagen may subcontract portions of the work.
(g)	Fagen will provide up to two (2) weeks of training for Owner’s employees and, if applicable, Owner’s Operator’s employees required for the operation and maintenance of the Expansion.
(h)	Fagen shall coordinate with Owner the timely and full integration of installation and start-up of the Expansion into the Plant so as to coincide as much as possible with the periods of non-operation (whether scheduled or otherwise) of the Plant. Fagen shall perform all services reasonably necessary to fully integrate the Expansion into the Plant so that the Expansion operates in accordance with the Transaction Documents and maintains the Performance Guarantee Criteria.
(i)	Fagen shall use its best efforts to minimize any interruption to the Plant resulting from the design, construction, and integration of the Expansion. However, Fagen makes no guarantees as to, and shall not be held liable for, any effect the design, construction, and integration of the Expansion shall have on the performance of the Plant during Fagen’s performance of the services provided pursuant to the Design-Build Expansion Agreement.
(j)	Owner must obtain Financial Closing prior to the issuance of a Notice to Proceed.
(k)	Owner shall pay, at Fagen’s standard time plus material rates during the relevant time period and at the relevant locale, all reasonable costs incurred by Fagen for frost removal so that winter construction can proceed. Such costs will be in addition to, and not included in, the Contract Price.
(l)	Fagen will utilize certain proprietary property and information of ICM, Inc., a Kansas corporation (“ICM”), in the design and construction of the project, and may incorporate proprietary property and information of ICM into the project. Owner’s use of the proprietary property and information of ICM shall be governed by the terms and provisions of a license agreement between Owner and ICM which shall be attached as an exhibit to the Design-Build Agreement. Owner will be responsible for negotiating any requested changes to the ICM license directly with ICM, not Fagen.
(m)	All drawings, specifications, calculations, data, notes and other materials and documents, including electronic data furnished by Fagen to Owner under the Design-Build Expansion Agreement (“Work Product”) will be instruments of service and Fagen will retain the ownership and property interests therein, including copyrights thereto.
(n)	Upon payment in full under the Design-Build Agreement, Fagen will grant Owner

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	a limited license to the Work Product for use solely in connection with the operation, maintenance, and repair of the Plant. The limited license will not permit Owner to use the Work Product in connection with any expansion or enlargement of the Plant, however, nothing in the limited license granted to Owner is intended to limit Owner’s use of the Plant’s actual production capability as built.
(o)	Work will commence following receipt of Owner’s written valid notice to proceed (“Notice to Proceed”). The Notice to Proceed cannot be given until (1) Owner has title to the real estate on which the project will be constructed; (2) the site work required of Owner is completed; (3) Owner has executed the Water Pre-Treatment System Agreement and the Fire Protection System Agreement; (4) the air permit(s) and/or other applicable local, state or federal permits necessary so that construction can begin have been obtained; (5) Owner has obtained Financial Closing; (6) if applicable, Owner has executed a sales tax exemption certificate and provided the same to Fagen; (7) Owner has provided the name of its property/all-risk insurance carrier and the specific requirements for fire protection; (8) Owner has provided an insurance certificate or copy of insurance policy demonstrating that Owner has obtained builder’s risk insurance, and (9) Fagen has provided Owner written notification of its acceptance of the Notice to Proceed, provided that Fagen shall not be required to accept the Notice to Proceed prior to June 16, 2008. If Owner has not fulfilled its requirements for the issuance of a Notice to Proceed as set forth in this Paragraph 3(o) by the date referenced in item number 9 of this Paragraph, Fagen may, at its sole option, terminate the Design-Build Agreement, thus releasing Fagen of all obligations.
(p)	“Substantial Completion” will be the date on which the Expansion construction has been completed to a point that the Expansion is ready to grind the first batch of corn for producing ethanol and begin operation for its intended use as a forty (40) MGY dry grind ethanol production facility. No production capacity is guaranteed on the Substantial Completion date, but the Expansion is largely completed as of that date.
(q)	Substantial Completion will occur within Six Hundred and Thirty-Five (635) days after the date of the Notice to Proceed.
(r)	Fagen will be entitled to an early completion bonus for each day that Substantial Completion occurs in advance of Six Hundred and Thirty-Five (635) days (“Early Completion Bonus”). The Early Completion Bonus is earned for achieving Substantial Completion early, but is not due until the final payment.
(s)	“Final Completion” will be achieved once Owner reasonably determines that: Substantial Completion has been achieved; any outstanding amounts owed by Fagen to Owner have been paid; remaining items of work have been completed;

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	clean-up of the site has been completed; all permits required to have been obtained by Fagen have been obtained; certain information including an affidavit stating that there are no outstanding liens, a release from further compensation, consent to final payment, and a hard copy of the as-built plans (which will remain Work Product) has been provided to Owner; releases and waivers of all claims and liens from Fagen and subcontractors have been provided; and the Performance Tests have been successfully completed. Final Completion will occur no more than ninety (90) days after the actual Substantial Completion date. The 90-day period between Substantial Completion and Final Completion will be tied directly to actual Substantial Completion. By way of example, if Substantial Completion is achieved 10 days early, then the 90-day period to Final Completion would begin on that earlier date.
(t)	Fagen will demonstrate certain performance guarantee criteria through performance testing performed following Substantial Completion but prior to Final Completion (“Performance Tests”). Air permit testing shall be done by a third party contractor retained by Owner.
(u)	Owner will take control of the Expansion after completion and acceptance of the Performance Tests. The Performance Tests will be completed by Owner’s personnel under Fagen’s direction.
(v)	Fagen will pay liquidated damages at a daily amount equal to the daily Early Completion Bonus amount for each day past 90 days after Substantial Completion that Final Completion is not attained. Fagen’s liability for liquidated damages shall be capped at and shall not exceed One Million Dollars ($1,000,000).
(w)	The aggregate liability of Fagen, its Subcontractors, vendors, suppliers, agents and employees, to Owner (or any successor thereto or assignee thereof) for any and all claims and/or liabilities arising out of or relating in any manner to the work or to Fagen’s performance or non-performance of its obligations under the Design-Build Agreement, whether based on contract, tort (including negligence), strict liability, or otherwise, shall not exceed in the aggregate, the Contract Price and shall be reduced, upon the issuance of each Application for Payment, by the total value of such Application for Payment; provided, however, that upon the earlier of Substantial Completion or such point in time that requests for payment pursuant to the Design-Build Agreement have been made for ninety percent (90%) of the Contract Price, Fagen’s aggregate liability shall be limited to the greater of (1) Ten Percent (10%) of the Contract Price or (2) the amount of insurance coverage available to respond to the claim or liability under any policy of insurance provided by Fagen under the Design-Build Agreement.
(x)	The warranty period for work completed pursuant to the Design-Build Expansion Agreement will extend for one year past Substantial Completion. The Warranty

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	will not apply to defects caused by abuse, alterations, or failure to maintain the work by persons other than Fagen or anyone for whose acts Fagen may be liable. The warranty period will be extended one day for each day that such part of the work repaired under such warranty is malfunctioning or not in conformance with project requirements provided that Owner must report such non-conformance or malfunction within seven (7) days of the appearance of such non-conformance or malfunction.
(y)	Owner will pay Fagen a mobilization fee in the amount of Ten Million Dollars ($10,000,000.00) as soon as possible following the execution of the Design-Build Expansion Agreement, and at the latest, at the earlier to occur of financial closing or the issuance of a Notice to Proceed.
(z)	Fagen will request payment and Owner will pay Fagen in accordance with the following procedures:

i.	On or before the twenty-fifth (25th) day of each month following the acceptance of Notice to Proceed Fagen will submit to Owner a request for payment (an “Application for Payment”). Along with each Application for Payment, except with respect to the first Application for Payment, Fagen will submit to Owner signed lien waivers for the work included in the Application for Payment submitted for the immediately preceding pay period and for which payment has been received.
ii.	The Application for Payment will constitute Fagen’s representation that the work has been performed consistent with the Transaction Documents and has progressed to the point indicated in the Application for Payment. No additional documentation will be provided to Owner in support of the Application for Payment. The work completed at the site and the comparison of the Application for Payment against the Schedule of Values shall provide sufficient substantiation to Owner of the accuracy of the Application for Payment. The Schedule of Values subdivides the work into its respective parts, includes values for all items comprising the work, and serves as the basis for the monthly progress payments.
iii.	The Application for Payment may request payment for equipment and materials not yet incorporated into the project only if Owner is reasonably satisfied that the materials and equipment are suitably stored at the site or elsewhere and are protected by suitable insurance. Upon payment, Owner will receive title to such equipment and materials.
iv.	Owner shall make payment within ten (10) days of receipt of the Application for Payment. Failure to make such payment will result in the accrual of interest at a rate of eighteen percent (18%) per annum commencing five (5) days after the payment is due. Failure to make such payment, except if due to appropriate withholding of payment due to a good faith dispute, entitles Fagen to stop work.

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v.	If Owner wishes to dispute any portion of the Application for Payment, Owner must notify Fagen in writing within five (5) days of receipt of the Application for Payment. Such notice must state the specific amounts Owner intends to withhold, the reasons and contractual basis for withholding, and the specific measures Fagen must take to rectify Owner’s concerns. Regardless of a dispute as to a portion of the Application for Payment, Owner must pay all undisputed amounts by the payment due date.
vi.	Retainage on progress payments made pursuant to the Design-Build Expansion Agreement will be capped at five percent (5%) of the total price. Owner will retain ten percent (10%) of each payment up to a maximum of five percent (5%) of the total Contract Price. Once five percent (5%) of the total price has been retained, Owner will not retain any additional amounts from subsequent payments. Owner will release retainage, less the amount equal to the value of subcontractor lien waivers not yet obtained, upon completion of the Performance Tests.
vii.	Upon Final Completion, Fagen will deliver to Owner a request for final payment. Owner will make the final payment within thirty (30) days after the receipt of such request. Owner’s failure to make Final Payment will void any and all warranties, whether express or implied, provided by Fagen pursuant to the Design-Build Expansion Agreement.

(aa)	Fagen will not be responsible for any hazardous condition encountered at the site and may stop work in an affected area until such hazardous condition is removed by Owner.
(bb)	Fagen will not be responsible for differing site conditions including concealed or latent physical conditions or subsurface conditions and will be entitled to a price adjustment to the Contract Price to the extent that its cost and/or time of performance is adversely impacted by the differing site conditions.
(cc)	“Force Majeure Events” shall mean any cause or event beyond the reasonable control of, and without the fault or negligence of a Party claiming Force Majeure, including, without limitation, an emergency, floods, earthquakes, hurricanes, tornadoes, adverse weather conditions not reasonably anticipated or acts of God; sabotage; vandalism beyond that which could reasonably be prevented by a Party claiming Force Majeure; terrorism; war; riots; fire; explosion; blockades; insurrection; strike; slow down or labor disruptions (even if such difficulties could be resolved by conceding to the demands of a labor group); economic hardship or delay in the delivery of materials or equipment that is beyond the control of a Party claiming Force Majeure, and action or failure to take action by any governmental authority after the effective date of the Design-Build Agreement (including the adoption or change in any rule or regulation or environmental constraints lawfully imposed by such governmental authority), but

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only if such requirements, actions, or failures to act prevent or delay performance; and inability, despite due diligence, to obtain any licenses, permits, or approvals required by any governmental authority.

(dd)

If Fagen is delayed at any time in the commencement or progress of the work due to a delay in the delivery of, or unavailability of, essential materials or labor to the project as a result of a significant industry-wide economic fluctuation or disruption beyond the control of and without the fault of Fagen or its subcontractors which is experienced or expected to be experienced by certain markets providing essential materials, equipment, or labor to the project during the performance of the work and such economic fluctuation or disruption adversely impacts the price, availability, and delivery timeframes of essential materials and equipment (such event an “Industry-Wide Disruption”), Fagen shall be entitled to an equitable extension of the Contract Time on a day-for-day basis equal to such delay and an equitable adjustment to the Contract Price. The Owner and Fagen shall undertake reasonable steps to mitigate the effect of such delays. Notwithstanding any other provision to the contrary, Fagen shall not be liable to the Owner for any expenses, losses or damages arising from a delay, or unavailability of, essential materials or labor to the project as a result of an Industry-Wide Disruption.

4. Exclusivity, No Solicitation or Negotiations.

(a)	Neither Owner, nor its affiliates, shareholders, members or other equity owners, or their officers, representatives, agents or employees will solicit or negotiate, directly or indirectly, with any third party to obtain the services contemplated by this Letter of Intent.
(b)	During the term of this Letter of Intent the Owner agrees that Fagen will have the exclusive right to provide to Owner the services contemplated by the Letter of Intent. Developer and Owner will not disclose any information related to this Letter of Intent to a competitor or prospective competitor of Fagen.
(c)	Should Owner choose not to develop the project or to develop or pursue a relationship with a company other than Fagen to provide the preliminary engineering or design-build services for the project, then Owner will reimburse Fagen for all expenses Fagen has incurred in connection with the project based upon Fagen’s standard rate schedule plus all third party costs incurred from the date of this Letter of Intent. Such expenses include, but are not limited to, labor rates and reimbursable expenses such as legal charges for document review and preparation, travel expenses, reproduction costs, long distance phone costs, and postage.
(d)	In the event Fagen’s services are terminated by Owner, title to the technical data,

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	which may include preliminary engineering drawings and layouts and proprietary process related information, will remain with Fagen and any copies thereof will be returned to Fagen.
(e)	Owner acknowledges that the technical data provided by Fagen under this Letter of Intent is preliminary and may not be suitable for construction. Owner agrees that any use of such technical data following termination of Fagen’s services will be at Owner’s sole risk.

5.

Commitment Fee. Immediately upon the execution of this Letter of Intent, Owner shall pay Fagen Four Hundred Thousand Dollars ($400,000.00) as a non-refundable commitment fee (“Commitment Fee”). The Commitment Fee will be credited against the Contract Price upon the occurrence of: (i) the execution of the Transaction documents; and (ii) timely acceptance of Notice to Proceed pursuant to the Design-Build Expansion Agreement. If Owner chooses not to proceed with the Expansion or the Transaction Documents are not executed and delivered by the Closing Date or Owner fails to provide a timely Notice to Proceed pursuant to the Design-Build Expansion Agreement, Fagen shall retain the full amount of the Commitment Fee and Owner shall not be entitled to any refund or credit. Should Owner fail to pay the Commitment Fee upon execution of this Letter of Intent, this Letter of Intent shall terminate and Fagen shall have the right to receive compensation pursuant to Paragraph 4(c) hereof.

6.

Confidentiality. Owner will hold in confidence and will use only for the purposes of completing the Transaction any and all confidential information disclosed to it except that Owner may disclose confidential information to its lenders, lenders’ agents, prospective investors, advisors and/or consultants as may be reasonably necessary to enable them to advise Owner on the Transaction, provided that any party to whom confidential information is disclosed is informed of the existence of this confidentiality obligation and agree to be obligated to keep such information confidential. The term “confidential information” will mean (i) any and all information concerning the Transaction, including that Fagen and Owner are negotiating the consummation of the Transaction, and (ii) all information which Owner, directly or indirectly, may acquire from Fagen, but confidential information will not include information falling into any of the following categories:

(a)	information that, at the time of disclosure hereunder, is in the public domain;
(b)	information that, after disclosure hereunder, enters the public domain other than by breach of this Agreement or the obligation of confidentiality;
(c)	information that, prior to disclosure hereunder, was already in the Owner’s possession, either without limitation on disclosure to others or subsequently becoming free of such limitation;
(d)	information obtained by the Owner from a third party having an independent right

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	to disclose this information; and
(e)	information that is available through discovery by independent research without use of or access to the confidential information acquired from Fagen.

	Owner’s obligation to maintain confidential information in confidence will be deemed performed if Owner observes with respect thereto the same safeguards and precautions which Owner observes with respect to its own confidential information of the same or similar kind. It will not be deemed to be a breach of the obligation to maintain confidential information in confidence if confidential information is disclosed upon the order of a court or other authorized governmental entity, or pursuant to other legal requirements. However, if Owner is required to file the Transaction Documents or a portion thereof with a governmental entity, it agrees that it will not do so without first informing Fagen of the requirement and seeking confidential treatment of the Transaction Documents prior to filing the documents or a portion thereof. Owner’s confidentiality obligations under this section shall survive the expiration or termination of this Letter of Intent and shall be a legally binding obligation of Owner for five (5) years following the later to occur of termination of this Letter of Intent or completion of the Expansion contemplated by the Transaction Documents.
7.	Publicity. Neither Owner nor any of its affiliates, shareholders, subcontractors, or vendors or their officers, representatives, agents and employees will issue any press or publicity release or otherwise release, distribute, announce, or disseminate any information for publication concerning the Transaction, the existence of the negotiations among Fagen and Owner, the participation of Fagen in the Transaction, or any other matter affecting Fagen hereunder, without the prior written consent of Fagen, which consent may be withheld for any reason, except where such press or publicity release is required by order of a court or necessary or appropriate under the rules or regulations of any governmental agency.
	The Parties will jointly agree on the timing and content of any public disclosure by Owner, including but not limited to, press releases, relating to Fagen’s involvement in Owner’s project, and no such disclosure will be made without Fagen’s consent and approval, except as may be required by applicable law.
8.	Disclaimer of Consequential Damages. In no event will either Fagen or Owner be liable to the other pursuant to this Letter of Intent, or for activities conducted under this Letter of Intent, under any theory of recovery for any indirect, special, incidental or consequential damages (including, without limitation, loss of revenues or profits, loss of use, cost of replacement, cost of capital and claims of customers, interest charges, or increased costs of nature whatsoever).
9.	Legal Effect. Although this Letter of Intent does not contain all matters upon which agreement must be reached in order for the Transaction to be consummated, Fagen and Owner wish to set forth, prior to the execution of the Transaction Documents, their mutual agreement as to the material terms and conditions of the Transaction. Each Party agrees to

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	negotiate in good faith towards entering into the written, definitive and legally binding Transaction Documents containing, among other terms and conditions, those terms and conditions set forth in this Letter of Intent including, without limitation, those terms set forth in Paragraphs 2 and 3 hereof; provided, however, that except as specifically identified and set forth herein, nothing in this Agreement shall be read to promise, guarantee, or otherwise secure on Owner’s behalf any specific construction start date with respect to the Plant including but not limited to any pour concrete date, scheduling slots or dates for the delivery of design packages or to entitle Owner to any rights, privileges, or claims with respect thereto or any right, privilege, or claim to any place on Fagen’s construction schedule. Notwithstanding the foregoing, the provisions of this Paragraph and of Paragraphs 1, 4, 5, 6, 7, 8, 11, 12, 14, 17 and 18 hereof are agreed to be legally binding obligations of the Parties upon the execution and acceptance of this Letter of Intent.
10.	Negotiation of Definitive Agreements. The Transaction Documents will contain reasonable terms and conditions regarding releases, payment obligations, cooperation as to tax planning and structuring, other financial matters, legal opinions, confidentiality, limitations of liability, assignment, breach, dispute resolution, events of default, remedies, representations, warranties, indemnifications and other provisions customary for similar transactions. Time is of the essence in the performance of this Letter of Intent in all respects.
11.	Termination. This Letter of Intent will terminate on March 31, 2008 unless the basic size and design of the Expansion have been determined and mutually agreed upon, a specific site or sites have been determined and mutually agreed upon, and at least 10% of the necessary equity has been raised. This date may be extended upon mutual written agreement of the Parties. Furthermore, unless otherwise agreed to by the Parties, this Letter of Intent will terminate:

(a)	at the option of either Fagen or Owner if the Design-Build Expansion Agreement is not completed and executed by the Closing Date; or
(b)	upon the execution and delivery of the Transaction Documents.

12.	Governing Law. This Letter of Intent is governed by, and the Transaction shall be governed by, and will be construed and interpreted in accordance with the laws of the State of Minnesota, without regard to any conflicts of law or choice of law rules.
13.	Expenses. Except as set forth in Paragraph 4(c) above, unless otherwise agreed by Fagen and Owner, each Party will bear its own expenses in connection with the negotiation and execution of definitive documentation for the transactions contemplated herein.
14.	Indemnification. Each Party will indemnify, defend and hold harmless the other Party and its respective agents, servants, officers, directors, employees and affiliates from and against any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ and consultants’ fees and disbursements), penalty or fine incurred in connection with any claim

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	or cause of action arising from or in connection with this Letter of Intent to the extent caused by the negligence, misrepresentation, fraud, fault or misconduct of the indemnifying Party.
15.	Assignability; Binding Effect; Benefit. This Letter of Intent will inure to the benefit of and be binding upon the Parties and their respective successors and assigns. Nothing in this Letter of Intent, either expressed or implied, is intended to confer on any person other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Letter of Intent. Neither Fagen nor Owner shall, without the written consent of the other, assign or transfer this Letter of Intent. Any sale, transfer, or disposition by Owner of over fifty percent (50%) of its assets or any sale, transfer, or disposition of more than fifty percent (50%) of Owner to any single entity by one or more entities holding interest in Owner shall be deemed an assignment subject to this paragraph. Notwithstanding any consent granted by Fagen to any assignment, Owner shall remain jointly liable for any failure of any assignee to fulfill its obligations under this Letter of Intent, including but not limited to any payment and confidentiality obligations established hereunder.
16.	Further Action. Each Party agrees to execute and deliver all further instruments, legal opinions and documents, and take all further action not inconsistent with the provisions of this Letter of Intent that may be reasonably necessary to complete performance of the Parties’ obligations hereunder and to effectuate the purposes and intent of this Letter of Intent.
17.	Amendments. The Parties agree that this Letter of Intent may be modified only by written agreement by the Parties.
18.	Integration; Letter of Intent. This Letter of Intent represents the entire understanding between the Parties in relation to the subject matter hereof, and supersedes any and all previous agreements, arrangements or discussions between the Parties (whether written or oral) in respect of the subject matter hereof. No change, amendment or modification of this Letter of Intent will be valid or binding upon the Parties unless such change, amendment or modification will be in writing and duly executed by both Parties.
19.	No Representation, Warranties or Covenants. Notwithstanding anything contained herein to the contrary, Fagen is not making any representation, warranty or covenant of any kind with respect to any design, engineering or construction scheduling, or with respect to projections, estimates or budgets heretofore delivered to or made available to Owner of future revenues, expenses or expenditures, future results of operations (or any component thereof) or the future business and operations of the Owner, nor any other commitments or assurances except as may be provided in the Transaction Documents.
20.	Counterparts. This Letter of Intent may be executed in one or more counterpart, each of which when so executed and delivered will be deemed an original, but all of which taken together constitute one and the same instrument. Signatures which have been affixed and

Amaizing Energy Denison, LLC
Expansion Letter of Intent
March 23, 2007
Page 16 of 19

transmitted by facsimile or other electronic means will be binding to the same extent as an original signature, although the Parties contemplate that a fully executed counterpart with original signatures will be delivered to each Party.

          If the foregoing terms accurately reflect your understanding of our discussions and are acceptable to you, please sign and return the enclosed counterpart of this Letter of Intent to Fagen to the attention of Becky Dahl.

Yours sincerely, Fagen, Inc.
/s/ Ron Fagen
By: Roland "Ron" Fagen
Title:	President and CEO

Accepted and agreed to this 1 day of May, 2007.

Amaizing Energy, LLC

/s/ Sam J. Cogdill

By: Sam J. Cogdill

Title: Chairman CEO

Amaizing Energy Denison, LLC
Expansion Letter of Intent
March 23, 2007
Page 17 of 19

EXHIBIT A

General Description of Expansion

Grain Milling and Handling System

The grain milling system will be modified to include two additional hammer mills, one additional scalper, and one additional cooling cyclone. Some minor modifications will be made to the existing system The electrical gear for the grains expansion is expected to be installed in the existing ground level MCC building.

If adequate space is not available in the existing grains MCC room, a new MCC room will be constructed near the grains area. This MCC room is not part of the standard expansion package. Expanded grain handling, grain storage, dust collection and controls are by the Owner.

Cook and Liquefaction System

A second slurry tank will be added to maintain residence time prior to the hydro heater. This second slurry tank will be located in an addition to the building alongside the existing slurry tank. The slurry blender and cross conveyor that takes the flour from the milling system to the slurry tank will be adequate for the expansion. The first and second slurry tanks will operate at the expanded rate and the production split will come after the second slurry tank. The slurry tank will supply two cook pumps. One pump will feed the existing system, and the second will supply the new cook tube and flash tank system that will be located in the new D&E area. This will allow the flash from the second cook to go to the second side stripper unit of the distillation process. After the new flash tank, the stream will be pumped to the liquefaction tanks. One liquefaction tank will be added for further resonance time. From liquefaction, the stream will feed two heat exchanger trains. The existing plant has one train in operation and a second train in stand-by and cleaning. By adding a third train, the plant will have two trains on line and one train will be the shared system between both process lines that will allow for cleaning of each system on a regular basis. After cooling, the mash will go to the fermenter train as individual lines (three mash feed lines).

Fermentation Area

A second yeast propagator will be added adjacent to the existing propagator in a building addition. The dual yeast propagators will operate in a parallel-type mode to supply higher levels of yeast to the fermentation process. At this time, the yeast propagator is balanced to the current plant operation and the second will be similar to the existing propagator system with all the same redundant equipment.

Four additional fermenters will be added on the end of the existing fermenters. By doing this, the plant will move from three fermenters to seven fermenters. This move alone will allow for additional fermentation time over and above what currently exists, since the empty tank is only

Amaizing Energy Denison, LLC
Expansion Letter of Intent
March 23, 2007
Page 18 of 19

one-seventh of the total volume instead of one-third of the total volume. The CO2 from the new fermenters will be collected and vented to the existing beerwell. The fermenter fill line from fermenter #1 through fermenter #7 will be expanded to an 8” line from the current 6” line. This will allow the additional flow to move throughout the system in a single line rather than multiple lines.

Distillation, Dehydration, Evaporation

The distillation, dehydration, and evaporation system will be substantially similar to what is currently installed. The existing pipe rack that runs alongside the evaporator building that supports piping and the 190 proof condenser will extend out past the new facility and support the new 190 condenser with its associated piping. This design maintains full access to all of the equipment for maintenance and service along with convenient installation opportunities. The pumps and controls and associated equipment on the new system will be very similar to the existing system for maintenance and serviceability. Larger mole sieves will be added for the new system to allow for additional flexibility.

Energy Center

The energy center will be substantially similar to the existing energy center with certain upgrades. To produce wet cake, the preferred procedure will be to make wet cake off the existing energy center instead of the new center. The new energy center will have a conveyor that will transport wet cake pad to the existing wet cake pad for emergency dumping of cake when the dryers are down. The new energy center will incorporate the same centrifuges that are part of the existing system. This again allows for better redundancy of spare parts. The new energy center will include an MCC room and a complete operating control room. It is envisioned that, after the expansion, there will be a control room operator for the two energy centers and a control room operator for the process building. Both of these control rooms will be capable of running the entire plant; however, under normal conditions, each will focus on their area of responsibility. The energy center will be complete with a larger DA tank for the new and existing boiler, and additional compressed air capacity.

The Owner is to supply adequate gas supply to the facility as required by Fagen.

Dry Distillers Grains

Currently, the DDG from the existing energy center is pneumatically conveyed to the DDG storage building. Under the new system, a second cyclone receiver will be added to convey DDGS from the new energy center to the existing storage building.

Additional DDGS loadout capabilities are not included in the standard expansion.

Tank Farm and Loadouts

A new loadout flare will be added for vapor recovery from the existing rail loadout. This flare can be upsized at the Owner’s request/expense for additional loadouts.

Amaizing Energy Denison, LLC
Expansion Letter of Intent
March 23, 2007
Page 19 of 19

The standard expansion does not include any expansion of the product storage or loadout.

Utilities

Expansion water volume quantities shall be made available by the Owner. Any necessary modifications to the water distribution and treatment systems will be supplied by the Owner. A second RO unit will be supplied by the Owner to pre-treat the water to the second energy center. This unit will be located adjacent to the existing unit to take advantage of the chemical addition system.

Fagen will provide a second cooling tower. One cooling tower will be used predominately for fermentation and cook line cooling while the other is used for distillation and the energy centers. An MCC building will be constructed to provide power to the new cooling tower.

Two additional methanator bottles will be installed onto the existing methanator system. Minor modifications are required to put the bottles on line.

All upgrades to site electrical utilities are the Owner’s responsibility.

EX-10.27

EXHIBIT 10.27

FAGEN, INC.


Civil — Mechanical — Electrical Contractors 501 West Hwy, 212, P.O. Box 159
Granite Falls, MN 56241
320-564-3324
320-564-3278 fax

May 9, 2007

Sam Cogdill
Amaizing Energy Holding Company, LLC
2404 West Highway 30
Denison, Iowa 51442

     Re: NEK-SEN Energy, LLC Letter of Intent

Dear Sam:

     This letter (the “Letter Agreement”), when signed by you in the space set forth below, will confirm the agreement between Amaizing Energy Holding Company, LLC (“AEHC”), and Fagen, Inc. (“Fagen”) (sometimes collectively referred to as the “Parties”) with respect to the matters set forth herein relative to the amendment of that certain Letter of Intent between Fagen and NEK-SEN Energy, LLC (“NEK-SEN”) dated May 5, 2006, which was assigned to Amaizing Energy, LLC with Fagen’s consent on August 23, 2006.

RECITALS

     A. Whereas, Fagen and NEK-SEN have entered into and executed that certain Letter of Intent dated May 5, 2006 (the “Letter of Intent”) with respect to the construction of a fifty (50) million gallon per year (“MGY”) dry grind ethanol production facility; and

     B. Whereas, the Letter of Intent identified NEK-SEN as Owner of the Plant and as counterparty to the Letter of Intent between Fagen and Owner; and

     C. Whereas, pursuant to an August 8, 2006 agreement between Amaizing Energy, LLC and NEK-SEN, NEK-SEN granted, transferred and conveyed all of its rights and interest in the Letter of Intent to Amaizing Energy, LLC and on August 23, 2006 Fagen consented to such assignment of the Letter of Intent.

     D. Whereas, on January 31, 2007 Amaizing Energy, LLC was merged with and into Amaizing Energy Denison, LLC (“Denison LLC”), a wholly owned subsidiary of AEHC, both of which are Iowa Limited Liability Companies formed on December 26, 2006.

     F. Whereas, AEHC has requested that the Letter of Intent be amended as provided herein.

     Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.	the Letter of Intent shall be amended to provide for the development of a one hundred (100) MGY natural gas-fired dry grind ethanol production facility near Atlantic, Iowa;
2.	the Contract Price contained in Section 2 of the Letter of Intent shall be $119,698,365 and the Construction Cost Index referenced in the Letter of Intent shall be 7,699.59 (June 2006);
3.	if a valid Notice to Proceed is not received by Fagen on or before February 28, 2008, then Fagen may terminate the Letter of Intent and shall be entitled to collect and retain any and all payments owed by or previously paid by AEHC or its affiliated entities and subsidiaries to Fagen or Fagen Engineering, LLC relating to the Project;
4.	the nonrefundable $1,000,000 commitment fee paid by Amaizing Energy, LLC to Fagen on August 23, 2006 shall be applied toward the above referenced Letter of Intent contract price and shall not apply to any other project or agreement with which either Fagen or AEHC is associated;
5.	Section 3(x)i. of the Letter of Intent, shall be amended and replaced in its entirety with the following:

“On or before the twenty-fifth (25^th) day of each month following the acceptance of Notice to Proceed Fagen will submit to Owner a request for payment (an “Application for Payment”). Along with each Application for Payment, except with respect to the first Application for Payment, Fagen will submit to Owner, via hardcopy or by electronic means including facsimile or portable document format, signed lien waivers for the work included in the Application for Payment submitted for the immediately preceding pay period and for which payment ha been received.”

6.	the other provisions of the Letter of Intent shall remain unchanged and in full force and effect; and
7.	the terms of this letter shall control any conflict between this letter and the Letter of Intent.

     If the foregoing terms accurately reflect your understanding and are acceptable to you, please sign and return the enclosed counterpart of this letter to Ryan Manthey.

Yours sincerely, Fagen, Inc.
/s/ Ron Fagen
By: Ron Fagen
Title:	President & CEO

Accepted and agreed to this 9^th day of May, 2007.

AMAIZING ENERGY HOLDING COMPANY, LLC

/s/ Sam Cogdill

By: Sam Cogdill
Its: Chairman

EX-21.1

Exhibit 21.1

RECEIVED

SECRETARY OF STATE

IOWA

06 DEC 27 PM 2:30

ARTICLES OF ORGANIZATION

OF

AMAIZING ENERGY DENISON, LLC

     Pursuant to Section 301 of the Iowa Limited Liability Company Act, the undersigned forms the limited liability company by adopting the following Articles of Organization for the limited liability company:

ARTICLE I

     The name of this limited liability company is Amaizing Energy Denison, LLC (the “Company”).

ARTICLE II

     The street address of the initial registered office of the Company in the State of Iowa is 666 Grand Ave., Suite 2000, Des Moines, IA 50309, and the name of its initial registered agent at such address is Catherine C. Cownie.

ARTICLE III

     The street address of the principal office of the Company in the State of Iowa is 2404 West Highway 30, Denison, Iowa 51442.

ARTICLE IV

     The duration of the Company shall be perpetual unless dissolved as provided in the operating agreement of the Company.

ARTICLE V

     The management of the Company shall be vested in its managers who shall be selected in the manner described in the operating agreement of the Company. The members of the Company are not agents of the Company for the purpose of its business or affairs or otherwise. No manager, member, agent, employee, or any other person shall have any power or authority to bind the Company in any way except as may be expressly authorized by the operating agreement of the Company or unless authorized to do so by the managers of the Company.

ARTICLE VI

     Section 6.1. A manager of this Company or a member with whom management of the limited liability company is vested shall not be personally liable to the Company or its members

for monetary damages for any action taken, or any failure to take action, as a manager or a member with whom management of the limited liability company is vested, except for liability for any of the following: (i) the amount of a financial benefit received by a manager or member to which the manager or member is not entitled; (ii) an intentional infliction of harm on the limited liability company or its members; (iii) a violation of Iowa Code Section 490A.807; or (iv) an intentional violation of criminal law.

     Section 6.2. Each person who is or was a member or manager of the Company (and the heirs, executors, personal representatives, administrators, or successors of such person) who was or is made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member or manager of the Company or is or was serving at the request of the Company as a member or manager, director, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (“Indemnitee”), shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended. In addition to the indemnification conferred in this Article, the Indemnitee shall also be entitled to have paid directly by the Company the expenses reasonably incurred in defending any such proceeding against such Indemnitee in advance of its final disposition, to the fullest extent authorized by applicable law, as the same exists or may hereafter be amended. The right to indemnification conferred in this Section 6.2 shall be a contract right.

     Section 6.3. The Company may, by action of the manager(s), provide indemnification to such of the officers, employees and agents of the Company to such extent and to such effect as the manager(s) shall determine to be appropriate and authorized by applicable law.

     Section 6.4. The rights and authority conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the articles of organization or operating agreement of the Company, agreement, vote of members or disinterested manager(s), or otherwise.

     Section 6.5. Any repeal or amendment of this Article by the members of the Company shall not adversely affect any right or protection of a member, manager, or officer existing at the time of such repeal or amendment.

Dated December 27, 2006.

/s/ Catherine C. Cownie  

Catherine C. Cownie, Organizer 

FILED
IOWA
SECRETARY OF STATE
12-27-2006
2:30 pm
W511125
BARCODE

2

EX-21.2

Exhibit 21.2

RECEIVED

SECRETARY OF STATE

IOWA

06 DEC 27 PM 2:30

ARTICLES OF ORGANIZATION

OF

AMAIZING ENERGY ATLANTIC, LLC

     Pursuant to Section 301 of the Iowa Limited Liability Company Act, the undersigned forms the limited liability company by adopting the following Articles of Organization for the limited liability company:

ARTICLE I

     The name of this limited liability company is Amaizing Energy Atlantic, LLC (the “Company”).

ARTICLE II

     The street address of the initial registered office of the Company in the State of Iowa is 666 Grand Ave., Suite 2000, Des Moines, IA 50309, and the name of its initial registered agent at such address is Catherine C. Cownie.

ARTICLE III

     The street address of the principal office of the Company in the State of Iowa is 2404 West Highway 30, Denison, Iowa 51442.

ARTICLE IV

     The duration of the Company shall be perpetual unless dissolved as provided in the operating agreement of the Company.

ARTICLE V

     The management of the Company shall be vested in its managers who shall be selected in the manner described in the operating agreement of the Company. The members of the Company are not agents of the Company for the purpose of its business or affairs or otherwise. No manager, member, agent, employee, or any other person shall have any power or authority to bind the Company in any way except as may be expressly authorized by the operating agreement of the Company or unless authorized to do so by the managers of the Company.

ARTICLE VI

     Section 6.1. A manager of this Company or a member with whom management of the limited liability company is vested shall not be personally liable to the Company or its members

for monetary damages for any action taken, or any failure to take action, as a manager or a member with whom management of the limited liability company is vested, except for liability for any of the following: (i) the amount of a financial benefit received by a manager or member to which the manager or member is not entitled; (ii) an intentional infliction of harm on the limited liability company or its members; (iii) a violation of Iowa Code Section 490A.807; or (iv) an intentional violation of criminal law.

     Section 6.2. Each person who is or was a member or manager of the Company (and the heirs, executors, personal representatives, administrators, or successors of such person) who was or is made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member or manager of the Company or is or was serving at the request of the Company as a member or manager, director, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (“Indemnitee”), shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended. In addition to the indemnification conferred in this Article, the Indemnitee shall also be entitled to have paid directly by the Company the expenses reasonably incurred in defending any such proceeding against such Indemnitee in advance of its final disposition, to the fullest extent authorized by applicable law, as the same exists or may hereafter be amended. The right to indemnification conferred in this Section 6.2 shall be a contract right.

     Section 6.3. The Company may, by action of the manager(s), provide indemnification to such of the officers, employees and agents of the Company to such extent and to such effect as the manager(s) shall determine to be appropriate and authorized by applicable law.

     Section 6.4. The rights and authority conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the articles of organization or operating agreement of the Company, agreement, vote of members or disinterested manager(s), or otherwise.

     Section 6.5. Any repeal or amendment of this Article by the members of the Company shall not adversely affect any right or protection of a member, manager, or officer existing at the time of such repeal or amendment.

Dated December 27, 2006.

/s/ Catherine C. Cownie  

Catherine C. Cownie, Organizer 

FILED
IOWA
SECRETARY OF STATE
12-27-2006
2:30 pm
W511126
BARCODE

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion of our report dated January 18, 2007, except for the third paragraph of Note 13 as to which the date is January 23, 2007, on the financial statements of Amaizing Energy, LLC as of September 30, 2006, and the related statements of operations, changes in members’ equity, and cash flows for the year ended September 30, 2006 in the Form S-1 Registration Statement of Amaizing Energy Holding Company, LLC dated on or about May 9, 2007 and to the reference to our Firm under the caption “Experts” in the Prospectus included therein.

/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants

Minneapolis, Minnesota
May 9, 2007

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion of our report dated January 18, 2007, except for Note 6 as to which the date is January 23, 2007, on the financial statements of CassCo Amaizing Energy, LLC as of September 30, 2006, and the related statements of operations, changes in members’ equity, and cash flows from the period from inception (February 13, 2006) to September 30, 2006 in the Form S-1 Registration Statement of Amaizing Energy Holding Company, LLC dated on or about May 9, 2007 and to the reference to our Firm under the caption “Experts” in the Prospectus included therein.

/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants

Minneapolis, Minnesota
May 9, 2007

EX-23.3

Exhibit 23.3

CONSENT OF PRX GEOGRAPHIC, INC.

PRX Geographic, Inc. prepared the corn availability analysis for Amaizing Energy Denison, LLC on April 10, 2006 and Amaizing Energy Atlantic, LLC on October 25, 2006. We hereby consent to the inclusion of information from those corn availability analyses in the Form S-1 Registration Statement of Amaizing Energy Holding Company, LLC and to the reference to our Firm under the caption “Experts” in the Prospectus included therein.

/s/ Marty Ruikka – President

PRX Geographic, Inc.

Chelsea, Michigan
April 26, 2007