EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

(Chief Executive Officer)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 16th day of April, 2007 (“Effective Date”) , by and between E Energy Adams, LLC, a Nebraska limited liability company (“E ENERGY”) and Carl Sitzmann (“Employee”) .

WHERAS, the parties acknowledge that E ENERGY was formed for the purpose of developing a project to build and operate a 50 million gallon dry mill corn-processing ethanol plant in Gage County, Nebraska near Adams (the “Business of E ENERGY”) ; and

WHEREAS, the parties agree and acknowledge the Business of E ENERGY is a highly competitive one, both inside of and outside the state of Nebraska; and

WHEREAS, the parties agree and acknowledge E ENERGY has, is and will likely continue to develop valuable confidential techniques and valuable proprietary and confidential information, forms and methods for use in the Business of E ENERGY; and

WHEREAS, Employee agrees and acknowledges that Employee will have access to said valuable techniques and employ said valuable proprietary and confidential information, forms and methods in earning income in the employ of E ENERGY; and

WHERAS, the parties further agree and acknowledge that Employee’s position is one of considerable responsibility and requires considerable experience and requires Employee to develop and maintain good relationships with E ENERGY’s: (i) suppliers and potential suppliers, (ii) customers and potential customers and (iii) employees, and that E ENERGY will incur substantial time and expense to replace an employee who has the experience and relationships of Employee; and

WHEREAS, as a condition of employment and continued employment of Employee by E ENERGY, the parties mutually agree that confidentiality is required in connection with the Business of E ENERGY and in connection with the identity of E ENERGY’s suppliers and customers, and that accordingly, it is vital that E ENERGY be protected from direct or indirect competition from Employee during his employment and for a reasonable period of time thereafter; and

WHEREAS, E ENERGY and Employee now desire to provide for the employment of Employee by E ENERGY, after the effective date of this Agreement, upon the terms and conditions set forth in this Agreement.

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NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.  Employment and Duties. Effective as of the Effective Date, E ENERGY will employ Employee and Employee will accept such employment upon the terms and conditions set forth in this Agreement. Employee shall be the Chief Executive Officer for E ENERGY and shall report directly to the Board of Directors or to such other person as the Board of Directors designates. Employee shall devote substantially his entire time and attention to the Business of E ENERGY. In so doing, Employee agrees to contribute his best skills and services at all times for the business and benefit of E ENERGY. Employee hereby represents and confirms that he is under no contractual or legal commitment that would prevent him from fulfilling his duties and responsibilities as set forth in this Agreement. During his employment with E ENERGY, Employee may participate in charitable activities and personal investment activities to a reasonable extent, and he may serve as a director of business and civic organizations as approved by the Board of Directors, so long as such activities do not interfere with the performance of his duties and responsibilities hereunder. Employee may participate in other business activities that do not otherwise interfere with his duties under this Agreement with the prior consent of the Board of Directors.

2.  Term and Termination of Employment . The term of Employee’s employment under this Agreement shall commence on the Effective Date of this Agreement and shall continue thereafter until terminated as follows:

a. E ENERGY may terminate this Agreement without cause by notifying Employee of such termination at least 90 days in advance of the effective date of such termination. Termination without cause shall result in the Employee receiving severance payments pursuant to Section 18 hereof. E ENERGY may terminate this Agreement for cause at any time without prior notice to Employee.

b. This Agreement shall automatically terminate upon the death or permanent disability (as determined in good faith by the Board of Directors) of Employee.

c. Employee may terminate this Agreement by notifying the Board of Directors of such termination at least 90 days in advance of the effective date of such termination. However, in the event Employee terminates this Agreement prior to one year from the Effective Date, Employee will be required to repay all reasonable recruiting costs incurred by E ENERGY in recruiting him.

Except as provided herein, all of Employee’s right to compensation and other benefits hereunder shall terminate upon the date his employment terminates, except: (1) as may be mandated by law with respect to health insurance or other benefits, and (2) as to accrued and unpaid PTO benefits as of termination date to be paid to Employee.

d. E ENERGY may terminate this Agreement immediately based on Employee’s failure to pass a post-offer alcohol and drug test, and background checks.

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3.  Position and Duties. Employee shall be the Chief Executive Officer of E ENERGY and shall have the authority, duties, and responsibilities commensurate and consistent with such position and title and as designated by the Board of Directors including, without limitation, (a) budgeting, managing and controlling departmental or office-specific expenditures, as applicable; (b) planning, developing and implementing strategy for operational management and development so as to meet such performance plans, budgets and timescales as may be adopted by the Board; (c) establishing and maintaining appropriate systems for measuring key aspects of operational management and development; and (d) monitoring, measuring and reporting on operational issues; and (e) ensuring compliance with any relevant requirements for quality management, health and safety, legal stipulations, and general duties of care. Employee will be the most senior executive officer at E ENERGY and will, subject to the supervision of the Board of Directors, have discretion and authority to manage and direct the day-to-day affairs and operations of E ENERGY, to direct the strategic direction of E ENERGY, and to hire and terminate the employment of employees of E ENERGY. Employee will report to the Board of Directors and perform such other duties and responsibilities as the Board of Directors shall assign to him from time to time consistent with his position. All staff and other functions and all operations of E ENERGY will report directly or indirectly (through a subordinate of Employee who reports directly or indirectly to Employee) to Employee, unless the Board of Directors concludes in good faith that a direct reporting relationship with respect to any staff or function is required by applicable law or written policies of E ENERGY, or is reasonably necessary to fulfill its fiduciary obligations to E ENERGY.

4.  Compensation .

a.  Base Salary . For all services rendered by Employee to E ENERGY hereunder, Employee shall be paid an annual base salary of One Hundred Thirty Thousand Dollars ($130,000.00), which base salary payments shall be paid in accordance with E ENERGY’s payroll policies and procedures as established from time to time. During each year after the first year of Employee’s employment hereunder, the Board of Directors or the Compensation Committee of the Board of Directors (the “Committee”) , as applicable, will conduct an annual performance review of Employee and thereafter establish Employee’s base salary for the upcoming year.

b.  Pre-Startup Bonus. For services rendered by Employee to E ENERGY prior to startup, a bonus up to and including, but not greater than, Twenty Thousand Dollars ($20,000) may be awarded at the discretion of the Board of Directors or the Committee.

c.  Annual Performance Bonus. Employee will be eligible for an annual performance bonus up to and including, but not greater than, 100% of Employee’s base salary. The Annual Performance Bonus is based on calendar years to be paid approximately the following March 1 ^st each year. Employee must be employed by the Company on March 1 ^st to receive this bonus. The first Annual Performance Bonus will be prorated based on length of employment (eg: April 16, 2007 through December 31, 2007 – 260 days). Such bonus will be based upon achievement of certain profitability and operational efficiencies relative to the industry, performance evaluation and such other criteria that the Committee or Board of Directors in good faith may determine in its sole discretion.

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Bonus Structure: The bonus policy will be reviewed on an annual basis by the Board Executive Committee. Bonus will be paid to Employee by March 10 ^th . Paid bonus is based on previous calendar year performances. Employee must be employed on March 1 ^st to receive bonus.

1/3 of Potential Bonus based on Plant Net Profit 

1/3 of Potential Bonus based on plant’s comparison to industry standards Employee must earn this part of the bonus to qualify for the above 1/3 of their bonus.

1/3 of Potential Bonus Subjective based on Employee Performance Evaluation. To be evaluated by Executive Committee. Employee must earn at least a portion of this part of the bonus to qualify for the above 2/3’s of their bonus.

(This will be developed from the job description for this position.)

d.  Employee Benefits . While Employee is employed by E ENERGY hereunder, Employee will be entitled to participate in all employee benefit plans and programs of E ENERGY, including without limitation, a 401(k) plan, Section 125 Cafeteria Plan, medical, dental, life and disability insurance plans, to the extent E ENERGY offers such plans, in its sole discretion, and to the extent that Employee meets the eligibility requirements of each individual plan or program as generally applicable to other employees of E ENERGY; provided, however, that except as herein otherwise provided E ENERGY provides no assurance as to the adoption or continuance of any particular employee benefit plan or program and Employee’s participation in such plan or program is subject to the provisions, rules and regulations generally applicable to other Executive officers of E ENERGY.

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E ENERGY will match Employee’s 401k contributions up to 3% of Employee’s W-2 wages. The vesting period in the 401k is in accordance with the following schedule:

e.  Supplemental Executive Retirement Plan. E ENERGY shall pay Twenty Thousand Dollars ($20,000) per year into the Supplemental Executive Retirement Plan (“SERP”). Employee shall be fully vested in the SERP after five (5) years of continuous employment with E ENERGY. Employee is not vested in, and has no rights to, the SERP until after the fifth year of continuous employment is completed.

f.  Expenses. While Employee is employed by E ENERGY hereunder, E ENERGY will reimburse Employee for reasonable and necessary out-of-pocket business, travel and education expenses incurred by him in the performance of his duties and responsibilities when necessary outside the local area (approximately a 100 mile radius of Adams, Nebraska) hereunder, subject to E ENERGY’s policies and procedures for expense verification and documentation in effect from time to time.

g.  Miscellaneous Expense Allowance. In addition to the reimbursement of expenses, E ENERGY shall also provide Employee Five Hundred Dollars ($500) each month as a miscellaneous expense allowance to be used for all locally incurred expenses such as mileage, meals, meeting expenses, supplies, etc. “Local” includes surrounding area in an approximate 100 mile rad