Management

        At least 7, but no more than 11 directors will manage the Company. This means that you will not have any direct control over the management or operation of our business. The current directors and their business experience are set out in full detail in "DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS" on page 52.

        No matter may be submitted to unit holders for approval without the prior approval of the board of directors. This means that the board of directors controls virtually all of our affairs. We do not expect to develop a vacancy on the board of directors until one year after substantial completion of the plant.

        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 company governance.

        The directors must elect a chairman who will preside over any meeting of the board of directors, and a vice-chairman who shall assume the chairman's duties in the event the chairman is unable to act.

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        According to our operating agreement, the directors may not take the following actions without the unanimous consent of the members:

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Cause or permit the Company to engage in any activity that is inconsistent with our purposes;



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Knowingly act in contravention or 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;



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Possess our property or assign rights in specific Company property other than for the Company's purpose; or



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Cause us 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:

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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;



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Confess a judgment against us in an amount in excess of $500,000;



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Issue units at a purchase price of less than $500 per unit;



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Issue more than 40,000 units;



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Elect to dissolve the Company; or



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Cause the Company to acquire any equity or debt securities of any director or any of his or her affiliates, or otherwise make loans to any director or his or her affiliates.

Replacement of Directors

        Our board or directors is presently controlled by our founders, and replacing the directors may be difficult to accomplish under our operating agreement. Pursuant to the operating agreement, the present members of the board of directors are to serve until one year after substantial completion of the plant. Thus, their initial terms of service may not expire until the 2006 meeting of the Company's members.

        Our operating agreement defines a procedure to replace the board in staggered terms. These procedures provide that replacement directors may be nominated either by the board of directors or by the unit holders upon timely delivery of a petition signed by investors holding at least 5% of the outstanding units, provided that the unit holders also meet other requirements, all of which are described in our operating agreement. In order for a petition to be considered timely, it must be delivered to the secretary of the Company not more than 90 days, nor less than 30 days prior to the annual meeting of our members.

        Pursuant to the Unit Purchase and Redemption Agreement we entered into with ICM, Inc. and Fagen, Inc., ICM, Inc. and Fagen, Inc. will have the right to appoint a maximum of 3 directors to the board of directors. Those directors will serve at the pleasure of ICM, Inc. and Fagen, Inc., acting jointly for as long as they own units. In addition, for each $2,000,000 in units that we redeem from Fagen, Inc. and ICM, Inc., they will have the right to appoint one less director. The 3,125 units that ICM, Inc. will purchase, and the 3,125 units that Fagen, Inc. will purchase shall not be voted in the election of the remainder of directors to the Company's board of directors. ICM, Inc. and Fagen, Inc. will otherwise have the same rights as other unit holders.

Unit Holders

        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 investors owning an aggregate of 30% of the units may demand in writing that the board call a special meeting of members for the purpose of addressing appropriate member business. The board of directors may also call a special meeting of members at any time.

        Member meetings shall be at the place designated by the board. Members of record will be given notice of member meeting neither more than 60 days nor less than 10 days in advance of such meetings.

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        Unit holders do not have dissenter's rights. This means that in the event we merge, consolidate, exchange, or otherwise dispose of all or substantially all of our property, unit holders do not have the right to dissent and seek payment for their units.

        We will maintain our books, accountings, and records at our principal office. A unit holder may inspect them during normal business hours. Our books and accountings will be maintained in accordance with generally accepted accounting principles.

Dissolution

        Our operating agreement provides that a voluntary dissolution of the Company may be affected only upon the prior approval of a 75% majority of all units entitled to vote.