ETHANOL MARKETING AGREEMENT

1.

Term and Termination: The term of this Agreement shall commence on the date hereof and shall continue for a primary term of three (3) years, from the first day of the first month commencing after the date of the first Bill of Lading delivered hereunder and thereafter; automatically renewing for successive one (1) year terms, unless terminated on the expiration date of the initial three (3) year primary term, or on the expiration date of any subsequent one (1) year renewal term, in each case by either Party with at least one (1) year written notice prior to such expiration date. If one of the parties breaches the terms of this Agreement, the other party may give the breaching party a notice in writing which specifically sets out the nature and extent of the breach, and the steps that must be taken to cure the breach. After receiving the written notice, the breaching party will then have thirty (30) days to cure the breach, if the breach does not involve a failure to market and distribute the ethanol as required by this Agreement. If the breach does involve a failure to market and distribute the ethanol as required by this Agreement, then the breaching party will have five (5) calendar days after receiving the written notice to cure the breach. If the breaching party does not cure any breach within the applicable cure period, then the non-breaching party will have the right to terminate this Agreement immediately.

2.

Quantity and Quality

E ENERGY shall sell exclusively to ARE its total output of "Ethanol" (as hereinafter defined), currently anticipated to be fifty million (50,000,000) gallons per year. Ethanol shall be delivered FOB the Plant, and title shall pass on the date of the Bill of Lading.

A.

For purposes of this Agreement, the "Ethanol" of E ENERGY shall include all fuel-grade ethanol produced at E ENERGY’s Adams, Nebraska, facility (the "Plant"), except that E ENERGY shall retain the right to ratably market up to ten percent (10%) of E ENERGY’s total annual production. E ENERGY shall give sufficient advance written notice of such gallons to ARE as the parties may agree. Upon receipt of such notice from E ENERGY, ARE shall grant written permission to E ENERGY to make such gallons available for marketing by E ENERGY as soon as possible, and such permission shall not be unreasonably withheld. Under no circumstance shall any gallons committed to customers of ARE

be available for marketing by E ENERGY. Once permission is granted to E ENERGY by ARE, the requested gallons shall become the sole responsibility of E ENERGY.

B.

Such Ethanol shall meet or exceed all industry standards or any specifications so required by the customer. ARE shall have the right to reject any Ethanol which does not meet such standards and such standards are subject to change by ARE.

3.

ARE shall:

A.

Be solely responsible for the marketing, sale and delivery of all of the Ethanol produced by E ENERGY at the Plant, at the price outlined in Section 5.

B.

Remit payment to E ENERGY for the Ethanol as provided in Section 5; and

C.

Be solely responsible for scheduling all shipments of Ethanol with E ENERGY, which shall include obtaining sufficient railcar, tank trucks and other transport as may be needed to handle said production, negotiating rates and tariffs to be charged for delivery of said production to the customer, ascertaining that said production is delivered where contracted as intended, handling all purchase agreements with customers and any complaints in connection therewith and collecting all accounts and undertaking any legal collection procedures as may be necessary.

D.

Commit all of ARE’s Midwest equity gallons to the pool.

4.

E ENERGY shall:

A.

Provide to ARE on a timely basis a fifteen month production forecasts, monthly updates to the fifteen month production forecasts, daily plant inventory balances and shipment information, and other information reasonably requested by ARE. E ENERGY shall use its reasonable best efforts to meet the monthly production targets reflected in the fifteen month production forecast;

B.

Notify ARE promptly of any material unscheduled shut-down, suspension, or significant decrease in production at the Plant that was not reported in the rolling fifteen month production forecasts or monthly updates provided under Section 4.A. above;

C.

Provide to ARE specifications and certificates of analysis of the Ethanol sold to ARE that are consistent with the specifications referred to in Section 2.B. above. E ENERGY shall, at its expense, provide or cause to be provided all testing and related test equipment at or in the vicinity of

the Plant to determine compliance with such specifications. ARE or its representative may, at ARE’s expense, have the right to perform periodic tests to determine compliance with such specifications.

D.

Be responsible for compliance with all federal, state, and local rules, regulations, and requirements regarding the shipment of Ethanol from the Plant, including but not limited to, all U.S. Department of Transportation ("DOT") requirements relating to shipment of hazardous materials (e.g. proper paperwork, railcars meeting DOT requirements, etc.).

E.

Provide for a minimum of eight (8) calendar days storage of the Ethanol on E ENERGY’s premises at E ENERGY’s cost;

F.

For all gallons sold to ARE, use certified meters or weight-scales that provide both gross and net 60º Fahrenheit temperature compensated gallons; and

G.

Provide any of the information to be provided by E ENERGY pursuant to this Section 4 to ARE electronically in data form, if such information is available in such form.

5.

Pricing and Commission

A.

Sales Price. The per gallon sale price E ENERGY shall receive for the Ethanol sold to ARE under this Agreement shall be based on the "Alliance Net Pool Price" (as defined below) which shall be adjusted to reflect the "Pooled Volume Adjustment" and/or "Pooled Volume True-Up" (as those terms are defined below), as applicable. An illustrative example of the calculation of Alliance Net Pool Price is attached as Exhibit A hereto.

a.

"Alliance Net Pool Price" shall mean, with respect to any month, (i) the weighted average gross price per gallon received by ARE for all fuel grade Ethanol that was (A) supplied by an alliance partner or produced by ARE and (B) sold during such month by ARE, minus (ii) all actual costs (on a per gallon basis) incurred by ARE in conjunction with the handling, movement and sale of such Ethanol, including but not limited to terminal lease charges, throughput charges, terminal shrinkage costs, freight charges, tariffs, costs of leasing railcars, trucks, river barges and ocean going vessels, government taxes and assessments, insurance, inspection fees, administrative costs, working capital carrying costs, bad debt expense, and costs of purchasing and delivering replacement ethanol due to lost or interrupted Ethanol production and other costs, but excluding direct marketing costs incurred in marketing such Ethanol. ARE shall use commercially reasonable efforts to contain the costs described in clause (ii) above so as to maximize the Alliance Net Pool Price.

b.

If ARE’s pooled volume of fuel grade Ethanol at the end of a month is higher than its pooled volume at the end of the immediately preceding month because pooled sales volumes were less than the aggregate volume supplied by the alliance partners or produced by ARE during such month, the Alliance Net Pool Price for such month shall be calculated as if the amount of such increase was included as gallons supplied by the alliance partners and/or produced by ARE and sold by ARE during such month at a price per gallon equal to the estimated Alliance Net Pool Price for the immediately following month (as determined in good faith by ARE). The amount by which the Alliance Net Pool Price for any month is increased or decreased as a result of the foregoing sentence is the "Pooled Volume Adjustment" for such month.

c.

In the event that the actual Alliance Net Pool Price for a month is different from the estimated Alliance Net Pool Price used in calculating the Pooled Volume Adjustment for the immediately preceding month, an adjustment to the Alliance Net Pool Price in the current month shall be made by an offset which is equal to the amount of such difference. Such adjustment is the "Pooled Volume True-Up." Payment shall be made in accordance with paragraph C below. A Pooled Volume True-Up shall occur at the time of payment for the last delivery of Ethanol under this Agreement to reflect the actual Alliance Net Pool Price for the final month of the term of this Agreement.

B.

Commission. For each gallon of Ethanol sold by E ENERGY to ARE under this Agreement, ARE shall deduct from the Alliance Net Pool Price a commission equal to three quarters of one percent (0.75%) of the Alliance Net Pool Price.

C.

Payment. For all quantities of Ethanol purchased by ARE from E ENERGY and shipped from the Plant during a one-week period beginning on Monday and ending on the following Sunday, ARE shall pay the estimated Alliance Net Pool Price referred to in Section 5.A. less commissions referred to in Section 5.B., to E ENERGY by ACH or wire no later than ten (10) business days following the end of said one-week period. If at calendar month’s end, the actual Alliance Net Pool Price exceeds the estimated Alliance Net Pool Price, ARE shall pay E ENERGY on or before the 15 ^th business day of the following calendar mon