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Exhibit 10.1

July 19, 2006

Liberty Renewable Fuels, LLC

P.O. Box 335

Owosso, MI 48867

Gentlemen:

This Letter of Intent sets forth our understanding as to the proposed terms upon which Liberty Renewable Fuels, LLC (the “Company”) would retain ICM, Inc., a Kansas corporation (“ICM”), to provide certain services related to the design, construction and start-up of a facility to process corn or gain sorghum into ethanol at a nameplate capacity of one ten hundred million (110,000,000) gallons per year of denatured alcohol to be located in or near Ithaca, Michigan (the “Facility”). This letter is not a binding or legally enforceable agreement. However, the parties agree that the provisions of sections 3-11 are enforceable and binding and that the rights and obligations contained in such sections will inure to the benefit of the parties and their successors and assigns.

The rights and obligations of the parties with respect to the Facility will be set forth in one or more separate agreements to be executed by the parties (the “Definitive Agreement”). The completion of the Definitive Agreement is subject to and contingent upon the parties reaching agreement on the terms and conditions thereof. After this letter of intent is executed by the Company and returned to ICM together with the First Payment set forth in section 6, the parties will enter into good faith negotiations for the preparation of the Definitive Agreement. Either party may terminate such negotiations at any time and for any reason.

In connection with this letter of intent and the Definitive Agreement, the parties agree as follows:

Section 1. Scope of Service.

A. Company Provided Services (not ICM’s responsibility). The services to be provided by the Company in connection with the Facility shall include, but not be limited to, the following:

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B. ICM Services. The services to be provided by ICM in connection with the Facility shall include, but may not be limited to, the following:

ICM will not limit its assistance to the services specifically enumerated above, but will extend its services and assistance as reasonably required and requested by the Company to provide for the successful implementation of the plan of financing and the design, construction and start-up of the Facility.

Section 2. Compensation. For ICM’s services in connection with the design, construction and starting-up of the Facility, the Company shall pay to ICM a fixed amount with periodic payments in an amount to be determined, which may be adjusted to take into account increased costs of materials, equipment, local labor and change orders.

Section 3. Commencement Date. ICM will commence the construction of the Facility by pouring concrete, sometime no later than during the third calendar quarter of 2007, and will work continuously to complete thereafter. The commencement date is contingent upon (i) the completion by the Company of the Phase I Design Obligations set forth on Appendix 1 at least 120 days prior to the date that construction is scheduled, (ii) the completion by the Company of the Phase II Design Obligations set forth on Appendix 2 at least 90 days prior to the date that construction is scheduled, (iii) the First, Second and Third Payments referenced in Section 6 having been paid on the dates when indicated, and (iv) the Definitive Agreement having been executed by no later than the date indicated in Section 6.

Section 4. Change in Compensation and Commencement Date. The foregoing compensation and commencement date are subject to change by ICM if (i) the Company fails to timely execute and return this letter of intent together with the First Payment set forth in section 6, (ii) the Company fails to execute and deliver the Definitive Agreement by the date indicated in Section 6, (iii) the Company fails to make the Second Payment and Third Payment set forth in section 6 within the time frames set forth in Section 6, (iv) the Company fails to complete the Phase I and II Design Obligations (reference Appendices 1 and 2) within the time frames set forth in Section 3 prior to the commencement date, or (v) the Company fails to deliver the notice to proceed and any remaining amount of the down payment required under the Definitive Agreement within the time frame set forth in Section 6.

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Section 5. License. The Definitive Agreement will include a license on ICM’s then standard form which authorizes the Company to use the proprietary technology and information of ICM solely in connection with the Company’s ownership and operation of the Facility and which restricts the disclosure of such technology and information. The cost of such license is included in the compensation set forth in section 2.

Section 6. Down Payment. The total down payment is ten percent (10%) of the compensation payable to ICM as follows:

A. Upon execution and delivery of this letter of intent by the Company, the Company shall pay a non-refundable Two Hundred Fifty Thousand Dollars ($250,000) (US) to ICM (“First Payment”) which may be used by ICM to pay any costs and expenses incurred by ICM in connection with any preliminary work for the Facility. ICM shall retain the entire First Payment regardless of whether the Definitive Agreement is entered into or not as liquidated damages for all costs and expenses incurred by ICM with respect to the Company and Facility.

B. Unless provided otherwise in the Definitive Agreement, on or before January 15, 2007, the Company shall pay an additional amount of Two Million Dollars ($2,000,000) (US) to ICM (“Second Payment”) which may be used to place orders for long lead time equipment.

C. Unless provided otherwise in the Definitive Agreement, on or before March 15, 2007, the Company shall pay an additional Two Million Dollars ($2,000,000) (US) to ICM (“Third Payment”) which may be used to continue to place orders for equipment and subcontractors.

D. Unless provided otherwise in the Definitive Agreement, the Company shall pay the remaining amount of the total down upon execution of the Definitive Agreement.

In the event the Definitive Agreement is executed, the First Payment, Second Payment and Third Payment shall be credited toward the compensation and down payment payable to ICM under the Definitive Agreement.

In the event that ICM receives the Second Payment and/or Third Payment as required hereby, but the Definitive Agreement is not entered into, then, within thirty (30) days from receipt of a written request by Company, ICM shall return to the Company an amount equal to the difference between (i) the sum of the Second Payment and, if received, the Third Payment, less (ii) the amount of direct and indirect costs and expenses incurred by ICM through the date of the refund request to acquire equipment for the Facility and the engineering and construction services in connection with its prospective construction of the Facility (regardless of whether such costs and expenses may be passed on to a third party for a later project). For this purpose, engineering services provided by ICM’s in-house personnel shall be calculated by multiplying the number of hours recorded to the Company’s project by such ICM personnel, by the applicable hourly rate set forth on ICM’s then-current external engineering rate schedule. With the refund, ICM shall provide to Company a detailed report of deductions for costs and expenses from the Second Payment and Third Payment.

Section 6A. Definitive Agreement. The Parties shall use their best good faith efforts to sign the Definitive Agreement and deliver the Notice to Proceed to ICM, on or before May 15, 2007.

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The Parties recognize that if the Definitive Agreement is not executed and Notice to Proceed to ICM not delivered by that date, that the Commencement Date indicated in Section 3 hereof, is not guaranteed by ICM, and the new Commencement Date shall be as ICM advises in its sole discretion.

Section 7. Independent Contractor. ICM is an independent contractor and its employees or agents shall not be considered employees or agents of the Company. ICM and the Company shall not be considered partners, joint venturers or co-investors as a result of this letter of intent or the Definitive Agreement.

Section 8. Confidentiality. Prior to the date hereof, the parties have entered into that certain Confidentiality Agreement dated July 13, 2006 (the “Confidentiality Agreement”). In connection with this letter of intent and the preparation of the Definitive Agreement, ICM may disclose certain proprietary information or technology concerning the design, construction or start-up of an ethanol plant. The Company agrees that the Company’s use and disclosure of such proprietary information or technology shall be governed by the terms and provisions of the Confidentiality Agreement, and if the Definitive Agreement is executed, the license discussed in section 5.

Section 9. Legal and Financial Advice. None of the services contemplated in this letter of intent or the Definitive Agreement shall be construed as or a substitute for legal, investment banking or accountings services.

Section 10. Controlling Law. The laws of the State of Kansas will govern the validity, construction and interpretation of the terms and provisions of this letter of intent and the Definitive Agreement. Any legal action brought to enforce or construe the provisions of this letter of intent or the Definitive Agreement shall be brought in the federal or state courts located in Wichita, Kansas and the parties agree to and hereby submit to the exclusive jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses in any such action brought in such courts.

Section 11. Expense Reimbursement. The Company agrees to reimburse ICM for all attorneys’ fees and employee time (based upon ICM’s then standard published schedule of hourly rates for employees) incurred in connection with the preparation and negotiation of the Definitive Agreement to the extent the aggregate amount thereof exceeds Thirty Thousand Dollars ($30,000.00).

If the foregoing correctly sets forth our understanding with respect to the proposed services, please sign and return four copies of this letter to us together with the First Payment set forth in section 6 on or before August 1, 2006. Following receipt, ICM will work with you to begin preparation of the Definitive Agreement.

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Duly executed and agreed to this 22nd day of August, 2006.

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APPENDIX 1

Phase I Design Obligations

Prior to ICM’s commencement of the Phase I Design Package work, the Client shall provide ICM with the following a minimum of 120 days prior to mobilization to the field.

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APPENDIX 2

Phase II Design Obligations

Prior to ICM’s commencement of the Phase II Design Package work, the Client shall provide ICM with the following a minimum of 90 days prior to mobilization to the field.

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