Exhibit 10.2

Standard Form of Agreement Between

Owner and Design-Builder - Cost Plus Fee with

an Option for a Guaranteed Maximum Price

This AGREEMENT is made as of the 19th day of December in the year of 2006 by and between the following parties, for services in connection with the Project identified below:

OWNER:

Liberty Renewable Fuels, LLC

P. O. Box 335

Owosso, Michigan 48867

(989) 743-1042 Office

(989) 743-1032 FAX

DESIGN-BUILDER:

Wilcox Design-Build, LLC

37987 Interchange Drive

Farmington Hills, Michigan 48335

(248) 478-36990 Office

(248) 478-3986

PROJECT:

Design and build the Owner provided scope of work; site work, utilities, roads, railways, buildings and grain facilities as outlined in Attachment “A” Segregation of Responsibilities and Scope of Work dated December 19, 2006 in support of the One Hundred Ten Million (110,000,000) gallons per year denatured alcohol ethanol plant located in Ithaca, Michigan (said plant, the “Facility”).

In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein.

Article 1

Scope of Work

1.1 Design-Builder shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described and reasonably inferable from the Contract Documents.

1.2 Owner will provide the following services with respect to the Project:

1.2.1 Confirm project funding is in place and accessible. The Owner will provide Design-Builder with a status report summarizing Owner’s financing plan, including (1) the results of its equity offering and its position and (2) identification of its debt financing plan in place and/or any available lines of credit.

1.2.2 Acquire the necessary property required to construct the Facility that is environmentally acceptable and clear of any encumbrances that will restrict the design, engineering and / or construction process.

1.2.3 Designate a single representative of Owner for purposes of receiving communications and making decisions on behalf of Owner.

1.2.4 Provide all other services needed for the engineering, design, start-up and/or operation of the Facility not furnished by the Design-Builder.

1.3 Design-Builder will provide the following site investigation, planning, permitting, design, engineering and construction related services:

1. Boundary and topographic surveying

2. Legal descriptions and parcel splits

3. Hydro geological studies

4. Geotechnical investigations

A lump sum fee of $155,000 has been established to complete the Scope of Work for the site investigation requirements including the soil boring necessary for (i) the work to be performed by ICM, Inc., a Kansas corporation (“ICM”); and (ii) construction of the grain facilities included within the Facility (the “Grain Facilities”). If additional site investigation services are required beyond the original Scope of Work, Design-Builder’s standard rates will apply.

1.3.2 Planning and Permitting:

1. Lead the process of negotiating the written agreement for coordination, engineering, design and construction of the Owner provided Scope of Work for the Facility.

2. Assist the Owner in the permitting and grant application process including taking the lead role in obtaining the permits for the engineering, design and construction of the Scope of Work for the Facility as outlined in Attachment “D”—Permit Schedule.

3. Attend project planning meetings.

4. Attend and support the preliminary site planning and re-zoning process meetings

1.3.3 Design and Construction Documents:

1. Coordinate, engineer and design the Scope of Work as outlined in that certain Cost Estimate summary Attachment “B” dated December 19, 2006.

2. Complete construction and bid documents for site work, civil, roads, utilities, railway, siding, basic offsite civil work, and administration and maintenance buildings.

3. The DDG building design scope is based on a pre-engineered building, the Design-Builder will take the preliminary engineering and design development information provided by others and develop construction documents.

4. The maintenance building design scope is based on a pre-engineered building, the Design-Builder will take the preliminary engineering and design development information provided by others and develop construction documents.

5. The Grain Facilities design scope is based on a pre-engineered building, the Design-Builder will take the preliminary engineering and design development information provided by others and develop construction documents.

6. Design Review Meetings - The Design-Builder will conduct two formal design review meetings with the Owner per month from November 2006 through March 21, 2007. It is understood that the Owner and the Design-Builder will work together to make the design and design review process as efficient and effective as possible. The meeting schedule is not intended as a hard and fast line item, but as a directional definition as to the degree of reasonableness. The design review process will be considered complete once the bid packages have been issued. For additional meetings that may be required the Wilcox standard billing rates will apply.

1.3.4 Construction services and staking services will include providing engineering and survey staff to provide baseline construction staking and layout for scope of work as outlined in the Scope of Work. The survey crew will check and confirm line and grade of critical contractor installations for the Scope of Work. The engineering team will provide construction observation / inspection services as required to support the quality assurance program including materials and density testing for the Scope of Work. The engineering staff will provide solutions to construction related issues as they may arise, and will coordinate the project record documents for the Scope of Work.

1.4 Design-Builder provided scope of services for construction management services:

1.4.1 General services:

1. Design-Builder’s representative will communicate with the Owner on a regular basis, through meetings, design reviews and progress meetings.

2. Design-Builder will provide the Owner with a monthly status report outlining the progress of the work, including updates on safety, quality, schedule, cost and other general open issues.

3. The Design-Builder has included as part of this proposal one formal project review meeting per month from December 2006 through May 8, 2008. It is understood that the Owner and the Design-Builder will work together to make the monthly project review meetings as efficient and effective as possible. The meeting schedule is not intended as a hard and fast line item, but as a directional definition as to the degree of reasonableness. For additional meetings that may be required the Wilcox standard billing rates will apply.

1.4.2 Bid process:

1. Review and provide input as to the completeness and constructability of the bid documents, pre-qualify sub-contractors, issue documents for bid, receive and review bids on behalf of the Owner.

2. Complete a review and analysis of the bid submittals. Make award recommendations to the Owner based on the overall best interest of the project (safety, quality, schedule and cost).

1. Design-Builder will provide through itself or Subcontractors the necessary supervision, labor, inspection, testing, temporary facilities to permit the Design-Builder to complete the Project consistent with the Contract Documents.

2. Coordinate the subcontractors and implement a site safety program for the Scope of Work.

3. Work with subcontractors on a daily basis to resolve constructability and coordination issues.

4. Conduct weekly project coordination meetings with subcontractors and issue necessary meeting minutes. The Design-Builder will notify the Owner as to the date, time and location of the regular meetings. The Owner may elect to a send representative attend the weekly progress review meetings.

5. Conduct weekly safety meetings and safety tool box talks.

6. Oversee the installation of the work to assure conformance with project specifications.

7. Manage the shop drawing and material submittal process.

8. Manage, coordinate and administrate all subcontractors performing any portion of the Scope of Work to be performed by Design-Builder in accordance with this Agreement.

9. Manage the schedule, budget, quality assurance program and the safety program for the Scope directly under the control of the Design-Builder.

1.4.4 Office support services including:

1. Coordinate the subcontractor documentation process including insurance requirements, contracts, bonds, schedule of values.

2. Manage the project accounting requirements, including supplier payables, monthly payment application, subcontractor payment distribution and waiver of lien process.

1.4.5 Exclusions. The following items are specifically excluded from the services to be provided by the Design-Builder:

1. Travel outside the state of Michigan; provided , however , representatives of Design-Builder shall attend two strategy/planning meetings at ICM’s offices in Colwich, Kansas.

2. The process design, engineering, coordination and construction services to be provided by ICM;

3. Land cost;

4. Any non-design and/or non-construction related activity.

5. Environmental remediation, other environmentally related tasks, including Phase I and Phase II services;

6. Off site equipment and amenities (example: fire equipment);

7. Plant operations;

8. Corn and chemical inventory;

9. Research;

10. IT solutions and computer systems;

11. Maintenance and spare parts;

12. Financing and grants, other than the preparation of the grant