FIRST AMENDMENT TO PROJECT DEVELOPMENT AGREEMENT BETWEEN TENNESSEE VALLEY AGRI- ENERGY LLC AND DELTA-T CORPORATION

EXHIBIT 10.9

FIRST AMENDMENT TO PROJECT DEVELOPMENT AGREEMENT

BETWEEN

TENNESSEE VALLEY AGRI-ENERGY LLC

AND

DELTA-T CORPORATION

This First Amendment to Project Development Agreement (“Amendment”) is entered into this 5th day of June, 2007 by and between Delta-T Corporation (“DELTA-T”), and Tennessee Valley Agri-Energy, LLC (“Client”), which parties may be referred to individually as a “Party” or jointly as the “Parties.”

WITNESSETH

WHEREAS, Delta-T and Client executed a Project Development Agreement (“Agreement”) on July 28, 2006, and;

WHEREAS, both Parties wish to amend the Agreement in accordance with Article 12.6.

NOW THEREFORE, IN CONSIDERATION of the mutual terms and conditions of this Agreement, Client and DELTA-T agree as follows:

1.             Article 1 of the Agreement is supplemented as follows:

1.1          Basic Project Development Services:  DELTA-T shall:

* * *

1.1.8        Provide a basic process engineering package suitable for estimating construction cost by others.  (See Exhibit A attached to this Amendment).

1.1.9        Support Client’s selected construction partner in the preparation of a lump sum, fixed fee EPC price.

1.1.10      Provide to Client’s selected construction partner a fixed fee for Engineering, Procurement and Technology Licensing as defined by the Division of Responsibilities (to be determined).

2.             Article 3 of the Agreement is deleted in its entirety and replaced with the following:

ARTICLE 3

COMPENSATION

3.1          Project Development Services:  For the services described in Section 1.1 above of the Agreement and as supplemented herein, Client shall pay DELTA-T a fee equal to $825,000.00.  Client has previously paid DELTA-T $75,000.00 of such fee.  Client shall pay to DELTA-T $525,000.00 within ten (10) days of signing this Agreement and the remaining $225,000.00 shall be paid to DELTA-T within ten (10) days of completion of the basic process engineering package (see Exhibit A attached to this Amendment).

3.2          Travel and Related Expenses:  Client shall bear the cost of all reasonable travel, room and board and related expenses incurred in connection with providing on site services to the extent provided under Article 1 above, with reimbursement based on actual costs.  Client shall pay DELTA-T’s reasonable costs incurred in connection with all other such expenses incurred with Client’s prior consent, except that DELTA-T will be responsible for one site visit by one person without charge to Client.

3.3          Late Payment Penalty:  Client shall pay DELTA-T a late charge at the lesser of 1% per month or the highest amount permitted by applicable law on all payments past due.

3.             Article 6 of the Agreement is supplemented as follows:

f. The one-time technology license fee for the Plant shall be $2.2 million payable by Client to DELTA-T, with 50% payable within ten (10) days of signing the License Agreement, 30% payable at mechanical completion, and the remaining 20% upon completion of the performance test.  The above quoted fee is subject to change if a definitive EPC or EPT Agreement is not executed within six (6) months of this Amendment.

4.             Article 7 of the Agreement is deleted in its entirety and replaced with the following:

EPC CONTRACTOR FOR THE PLANT

Client may investigate entering into an Engineering, Procurement, and Construction Agreement for the construction of the entire Plan (“EPC Agreement”) with parties other than DELTA-T provided the parties are not competitors of DELTA-T as defined in Exhibit B attached to this Amendment.  Client has selected Panattoni Construction, Inc. as its EPC contractor for the Plant.  In the event that Client does not execute a final EPC Agreement for the construction of the Plant with Panattoni Construction, Inc., Client and DELTA-T shall mutually agree on the EPC contractor, agreement not to be unreasonably withheld.

5.             All other terms of the Agreement remain in full force and effect.

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DELTA-T CORPORATION

Confidential Information

IN WITNESS whereof the Parties have executed this Amendment by their authorized representatives as of the date first written above.

DELTA-T CORPORATION					TENNESSEE VALLEY AGRI-ENERGY LLC
By:		/S/ Xxxx X. Xxxxxxxx			By:	/S/ Xxxxx X. XxXxxxxxx
Printed Name		Xxxx X. Xxxxxxxx			Printed Name:	Xxxxx X. XxXxxxxxx
Title:		VP Project Development			Title:	Chairman/President

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EXHIBIT A

SCHEDULE A

DESIGN PACKAGE

VOLUME 1
SECTION A		SYSTEM DESIGN SPECIFICATION
SECTION B		TECHNICAL SPECIFICATIONS
		1000 Piping
		1300 DDGS Handling, Storage & Loadout
		1400 DDGS Dryer
		1500 Grain Handling and Milling
		2000 Shell and Tube Heat Exchangers
		2100 Plate and Frame Heat Exchangers
		2200 Centrifugal Chillers
		2300 Package Boiler
		2400 Regenerative Thermal Oxidizer
		2600 Cooling Tower
		3000 Centrifugal Pumps
		3100 Metering Pumps
		3300 Air Compressors
		3400 Agitators
		3500 Low Voltage Electric Motors
		3600 Med. Voltage Electric Motors
		3700 Decanter Centrifuge
		4000 Field Fabricated Tanks
		4100 Shop Fabricated Tanks
		4200 HDPE Shop Fabricated Tanks
		5000 Columns and Pressure Vessels
		5100 Column Internals
		5200 Column Internal Installation
		6100 Instrumentation
		6200 Control Valves
		6300 Manual Valves
		7000 Equipment Installation
		7100 Electrical/Instrument Installation
		8000 Plant Control Narrative
		9000 Fire Protection
SECTION C		EQUIPMENT DATA SHEETS
		1.      Agitators
		2.      Air Compressors
		3.      Boilers
		4.      Centrifuges
		5.      Chillers

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		6.      Column Internals
		7.      Columns & Pressure Vessels
		8.      Cooling Tower
		9.      Desiccant and Ballast
		10.  Filters
		11.  Heat Exchangers (P&F)
		12.  Heat Exchangers (S&T)
		13.  Pumps
		14.  Tanks
		15.  Regenerative Thermal Oxidizer
VOLUME 2
SECTION D		LISTS
		1.      Line List
		2.      Instrument List
		3.      Valve List
		4.      Equipment List
		5.      Motor List
		6.      Document List
VOLUME 3
SECTION E		P&IDS
SECTION F		PROCESS EQUIPMENT DRAWINGS
		1.      Classifier Strainer
		2.      Columns and Pressure Vessels
		3.      Heat Exchangers (Shell and Tube)
		4.      Tanks
		5.      Mix Tank Plug Auger
SECTION G		GENERAL ARRANGEMENT DRAWINGS
		1.      Fermentation
		2.      Main Process Building
		3.      Distillation and Dehydration
		4.      Evaporation
		5.      Boiler
SECTION H		ELECTRICAL SINGLE LINE DIAGRAMS

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EXHIBIT B

COMPETITORS OF DELTA-T

0X Xxxxxxxxxx Xxxx Xxxxxx, Xxxxxxxx		Magnin-Interis Charmes, France
Abengoa BioEnergy Sevilla, Spain		Xxxxxx International, Inc. Cincinnati, Ohio
Agrol Biotechnologies Ltd. Guildford, Surrey Canada		Lurgi PSI Inc. Memphis, TN
Ambitech Engineering Corporation Downers Grove, Illinois		Xxxxxxx & Company Aurora, Colorado
AMG Engineering Cincinnati, Ohio		Xxxx Xxxxxxxxxx Xxxx, Xxxxx
Bio-Process Innovation West Lafayette, Indiana		Process Plus, LLC Cincinnati, Ohio
Bio-Renewable Group Omaha, Nebraska		Xxxxxxx Xxxxxx Associates International Cincinnati, Ohio
Broin & Associates, Inc. Aberdeen, South Dakota		Ro-Tech Incorporated Louisville, Kentucky
Xxxxx & XxXxxxxxx Kansas City, Missouri		SNC-Lavalin Group Toronto, Canada
Chematur Engineering & Xxxxxxxxx Engineering Atlanta, Georgia		Southeastern Energy Development, Inc. Brooklyn, NY (Alliance with Pure Vision Technology)
Dick Engineering Inc. Xxxxxxx, Xxxxxxx, Xxxxxx		Technip Cedex, France
MECS, Inc. St. Louis, Missouri		Vogelbusch USA, Inc. Houston, TX (and its parent Vogelbusch-Austria)
Xxxxx, Inc. Granite Falls, Nebraska		Wave Zeal Ltd. Winnepeg, Manitoba CANADA
Xxxxxx Group Inc Seattle, WA		Washington Group International Boise, Idaho
ICM, Inc. Colwich, KS		Any individual, group or company that performs, on the date of the License or during its term, (a) consulting or engineering related to the design of alcohol process technology and/or (b) design/build services for existing and prospective alcohol plants.

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