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Consultation Agreement

Consulting Services Agreement

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Governing Law: Kansas     Date: 2/9/2007
Industry: Food Processing    

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Exhibit 10.5


THIS AGREEMENT made as of the 1st day of January, 2007 between MGP INGREDIENTS, INC ., a Kansas corporation (“Company”) and MICHAEL TRAUTSCHOLD (“Trautschold”), a resident of Johnson County, Kansas.

WHEREAS, Company wishes to engage Trautschold to provide consulting services for it in connection with the operations of its business; and

NOW, THEREFORE, for and in consideration of the mutual covenants herein made, Trautschold and the Company agree as follows:

1.                                        Consultation Agreement.

(a)                                   In consideration for the Company’s agreement to pay him $250 an hour, upon and subject to the terms of this Agreement, Trautschold agrees that for a period commencing on the effective date hereof and ending on the earlier of December 31, 2007 or the date of his death, he will provide the Company’s President such assistance, advice and consultation in connection with the Company’s ingredients business as the Company’s President may request from time to time after reasonable notice to Trautschold.  In such capacity, Trautschold will use his best efforts, within the bounds of law and ethics, to preserve the good will of the Company with its customers, its employees, the ingredients industry and the general public.  Trautschold’s work under this Agreement may include assisting in litigation involving the Company.  Nothing in this Agreement shall in anyway compel Trautschold to respond to questions except with an honest truthful answer.

(b)                                  It is understood that if the Company has not utilized Trautschold’s services for at least 400 hours before December 31, 2007, it will on January 15, 2008 pay him an amount equal to the difference between $100,000 and the amount previously paid for his consulting services under this Agreement. It is also understood that if the Company requests in writing, Trautschold will continue to provide consulting services until December 31, 2012 at the hourly rate set forth above. However, any such election will not require the Company to actually utilize Trautschold’s services or to utilize them for any minimum amount of time after December 31, 2007.  Fees will be based on 1/4 hour increments.  Fees will be paid monthly commencing on February 15, 2007 for services rendered during the prior month as evidenced by a monthly invoice submitted by Trautschold.  Such invoice will indicate the time spent and identify the matter worked on and any expenses incurred.  If requested by the Company, Trautschold will supply additional supporting data.

(c)                                   It is also understood that Trautschold’s services under this Agreement will be rendered primarily in the Kansas City, Missouri/Kansas City, Kansas metropolitan area but that upon request Trautschold will travel to such other places outside of the Kansas City, Missouri/Kansas City, Kansas metropolitan area as the Company may reasonably request.  All reasonable expenses incurred by Trautschold in connection with any such travel will be reimbursed by the Company within fifteen (15) days after receipt of the monthly invoice submitted by Trautschold.


(d)                                  It is anticipated that this Agreement may require on the average thirty to thirty-five (30-35) hours of work monthly, although there will be some months during which Trautschold may not perform any services at all, and, on the other hand, some months in which he will be required to work in excess of thirty to thirty-five hours.  The hours during which Trautschold performs services hereunder on any given day shall be determined by him, although Trautschold will use reasonable efforts to respond timely to and to accommodate the requests of the Company’s President for his services.

(e)                                   As a consultant, Trautschold will be an independent contractor and will not be considered an employee of the Company for any purpose.

(f)                                     Trautschold may perform services for any other person or firm without the Company’s prior consent provided that in doing so he does not violate this Agreement or any other agreement with the Company.  In this regard, Section 10 of the Separation Agreement and Release of Claims between Trautschold and the Company requires the Company’s prior written consent to certain contacts by Trautschold.

2.                                        Protection of Confidential Information.

(a)                                   As used in this paragraph 2 the term “Confidential Information” means attorney client or other confidential communications or information protected

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