8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2007

E ENERGY ADAMS, LLC

(Exact name of small business issuer as specified in its charter)

Nebraska	000-52426	20-2627531
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation or organization)
510 Main Street, P.O. Box 49, Adams, Nebraska 68301 (Address of principal executive offices)

(402) 988-4655
(Issuer’s telephone number)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement.

Distiller’s Grain Marketing Agreement between E Energy Adams, LLC and Commodity Specialist Company

     On March 19, 2007, we entered into a Distiller’s Grain Marketing Agreement (the “Distiller’s Agreement”) with Commodity Specialist Company (“CSC”), an unrelated party, for the sale of our Distiller’s Dried Grains with Solutbles (“DDGS”), Wet Distillers Grains (“WDG”), and Solubles (“Solubles”) (collectively referred to as “Products”). Under the terms of the Distiller’s Agreement, we have agreed to sell to CSC our entire output of Products from the ethanol production plant to be located in Gage County, Nebraska (the “Plant”).

     We will receive prices equal to 98% of the actual sale price received by CSC from its customers for all DDGS and 96% of the actual sale price received by CSC from its customers for all WDG, less customary freight costs. However, the fee to CSC for their services shall in no event be less than $1.50 per ton of DDGS and WDG. For our Solubles, we will receive prices equal to 100% of the actual sale price received by CSC from its customers, less customary freight costs and minus an amount equal to $2.00 per ton. The Distiller’s Agreement imposes quality standards on our Products. The term of the Distiller’s Agreement is one year commencing with the start-up of the Plant. After the one-year period, the Distiller’s Agreement will continue until terminated by either party upon 90 days written notice to the other party.

Item 5.02 Appointment and Compensatory Arrangements of Certain Officers.

Chief Financial Officer Employment Agreement

     E Energy Adams, LLC (the “Company”) executed an Employment Agreement (the “Agreement”) on March 19, 2007, to hire Mr. Larry Brees for the position of Chief Financial Officer (“CFO”). The terms of the Agreement provide that Mr. Brees shall report directly to the board of directors and the CEO/General Manager and his duties under the Agreement include, but are not limited to budget management and control of departmental expenditures, planning and development of strategy for operational management to meet performance plans, budgets and timescales, establishing and maintaining systems for measuring performance of the Company, monitoring and reporting operational issues, and ensuring compliance for various quality management, safety and legal issues.

     Prior to the date Mr. Brees accepted the position of CFO with the Company, he held the position of Controller for Big River Resources, LLC in West Burlington, Iowa from February 2004 to the present. Prior to his employment with Big River Resources, LLC, Mr. Brees worked in the accounting department and later as Accounting Supervisor at Aventine Renewable Energy in Pekin, Illinois from November 2000 to February 2004. Mr. Brees is currently 51 years old.

     In consideration of his services, Mr. Brees will receive an annual base salary of $95,000 and will be eligible for a Pre-Startup Bonus up to $20,000 for exceptional services rendered by Mr. Brees prior to startup of operations of the Company. In addition, Mr. Brees will receive a $5,000 per year (prorated monthly) housing allowance until such time as Mr. Brees’ family moves to the area of the Company. Mr. Brees will also be eligible for an annual performance bonus of up to 50% of his base salary at the discretion of the CEO and the Board of Directors. Mr. Brees will be entitled to participate fully in the Company’s employee benefit plans and programs. Mr. Brees will also be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties and responsibilities as CFO.

     The Company may terminate the Agreement without cause by notifying Mr. Brees at least 30 days in advance of the effective date of such termination. The Company may terminate the Agreement for cause at any time without prior notice to Mr. Brees. Mr. Brees may terminate the Agreement by notifying the CEO at least 60 days in advance of such termination.

     In connection with the future termination of the Agreement, Mr. Brees will have the obligation not to disclose the Company’s confidential information or trade secrets to any person or entity for a period of 24 months following termination of the Agreement. Mr. Brees is also subject to a covenant not to compete with the Company for a period of 24 months following termination of the Agreement and within a 200 mile radius of the Company’s facilities in Gage County, Nebraska.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1	Chief Financial Officer Employment Agreement dated March 19, 2007 between E Energy Adams, LLC and Larry Brees.
10.2	Distiller’s Grain Marketing Agreement dated March 19, 2007 between E Energy Adams, LLC and C ommodity Specialist Company.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	E ENERGY ADAMS, LLC
March 22, 2007	/s/ Jack L. Alderman
Date	Jack L. Alderman, Chairman/CEO

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

(Chief Financial Officer)

     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 19th day of March, 2007 (“Effective Date”), by and between E ENERGY Adams, LLC, a Nebraska limited liability company (“E ENERGY”) and Larry Brees (“Employee”).

     WHEREAS, 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

     WHEREAS, 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: (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.

     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:

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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 Financial Officer for E ENERGY and shall report directly to the Board of Directors and CEO/General Manager or to such other person as the CEO designates only after the Executive Committee has given permission to do so, which permission shall not be unreasonably withheld. 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 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 CEO.

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 30 days in advance of the effective date of such termination. 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 CEO of such termination at least 60 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 and his replacement.

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

3. Position and Duties. Employee shall be the Chief Financial Officer of E ENERGY and shall have the authority, duties, and responsibilities commensurate and consistent with such position and title as designated by the CEO and the Board of Directors from time to time, including, within established limitations, (a) budgeting, managing and controlling

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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 additionally will be responsible for all such duties as listed in E ENERGY’s job description for the Chief Financial Officer position.

4. Compensation.

     a. Base Salary. For all services rendered by Employee to E ENERGY hereunder, Employee shall be paid an annual base salary of Ninety Five Thousand Dollars ($95,000.00). In addition a $5,000 per year (prorated monthly) housing allowance will be provided until such time as the Employee’s family moves to the Adams/Lincoln area. Upon moving family to the local area, Employee will receive a one time $7,500 moving allowance. 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 CEO and Board of Directions will conduct an annual performance review of Employee and thereafter establish Employee’s base salary for the upcoming year.

     b. Pre-Start up Bonus. For exceptional 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 CEO and Board of Directors.

     c. Annual Performance Bonus. Beginning ninety (90) days after the startup, Employee will be eligible for an annual performance bonus up to and including, but not greater than, 50% of his base salary at the discretion of the CEO and Board of Directors. Such bonus will be based upon achievement of certain profitability and operational efficiencies relative to the industry and such other criteria that the CEO and Board of Directors from time to time determine in their sole discretion.

     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 limitations, a 401(K) plan, Section 125 Cafeteria Plan, and medical, dental, life, long term disability, 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 employees of E ENERGY.

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     e. Expenses. While Employee is employed by E ENERGY hereunder, E ENERGY will reimburse Employee for reasonable and necessary out-of-pocket business, travel and educational expenses incurred by him in the performance of his duties and responsibilities hereunder, subject to E ENERGY’S policies and procedures for expense verification and documentation in effect from time to time

     f. Paid Time Off and Holidays. While Employee is employed by E ENERGY hereunder, Employee shall be entitled to paid PTO days as follows:

Year 0 (1^st year of employment) -10 days per year
Years 1 to 4 of employment — 20 days per year
Years 5 to 14 of employment — 25 days per year
Years 15 + of employment — 30 days per year

The PTO policy is subject to annual review and amendment by the Executive Committee and subject to change.

5. Confidential Information.

     a. For purposes of this Agreement, (1) “Confidential Information” shall mean any information, other than Trade Secrets (as defined herein), that is of tangible or intangible value to E ENERGY and is not generally known by or available to the competitors of E ENERGY, including, but not limited to, (a) future business plans, licensing strategies, and advertising campaigns; (b) information regarding agreements with employees, customers and vendors; (c) the terms and conditions hereof, (d) any data or information defined herein as a Trade Secret, but which is not a “trade secret” under applicable law; (e) designs, processes, formulas, plans, devices, or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of E ENERGY; (f) any customer of supplier lists of E ENERGY including special terms with suppliers or customers or any other information relative to any past, present or prospective customers: (g) any confidential, proprietary, or secret development or research work of E ENERGY; (h) any strategic or other business, marketing, or sales plans of E ENERGY; (i) the content of all manuals, memoranda, production statements, sales records, business methods, systems and forms, production records, billing rates, cost rates, employee salaries and work histories, mailing lists, processes, inventions, formulas, job production and cost records; (j) any other confidential or proprietary information or secret aspects of the business of E ENERGY: (2)”Trade Secrets” shall mean all information, designs, processes, procedures, formulas or improvements that are valuable and secret (in the sense that such is not generally known to competitors of E ENERGY) and which fall within the definition of a “trade secret” under applicable law. For purposes of this Agreement; (3)” Non-Competition Period” shall mean the term of this Agreement and the twenty-four (24)

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month period following any expiration or termination of this Agreement; (4) “Competitive Business” shall mean any business engaged in the production, marketing or sale of ethanol or other bio-fuels or otherwise conducts the Business of E ENERGY.

     b. Employee hereby covenants and agrees that, as to Confidential Information, at all times during the Non-Competition Period, and as to Trade Secrets, for such time as the same shall constitute a ‘trade secret” under applicable law, Employee will not, other than as necessary or appropriate in connection with his provision of services to E ENERGY hereunder or in the conduct of the business of E ENERGY, either directly or indirectly, use, distribute, sell license, transfer, assign, disclose, appropriate or otherwise communicate any trade secrets or confidential information to any person or entity nor shall employee make use of any such trade secrets or confidential information for his own purposes in a competitive business or for the benefit of any other person or entity engaged in a competitive business.

     c. Employee shall immediately notify E ENERGY of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Employee or any other person or entity of which Employee becomes aware. Employee shall cooperate fully with E ENERGY in the procurement of any protection of E ENERGY’S rights to or in any of the Trade Secrets of Confidential Information.

Employee acknowledges that the above described confidential information and trade secrets constitute unique and valuable assets of E ENERGY and represent a substantial investment of time and expense by E ENERGY and that any disclosure or other use of such confidential information or trade secrets other than for the sole benefit of E ENERGY would be wrongful and would cause irreparable harm to E ENERGY. During the term of Employee’s employment with E ENERGY, Employee shall refrain from any acts or omissions that would reduce the value of such confidential information or trade secrets. The foregoing obligations of confidentiality shall not apply to any knowledge or information that (i) is now or subsequently becomes generally publicly known in the form in which it was obtained from E ENERGY, other than as a direct or indirect result of the breach of this Agreement by Employee, (ii) is independently made available to Employee in good faith by a third party who has not violated a confidential relationship with E ENERGY, or (iii) is required to be disclosed by legal process.

6. Ventures. If during the term of Employee’s employment with E ENERGY, Employee is engaged in or associated with the planning or implementing of any project, program or venture involving E ENERGY and a third party or parties, all rights in such project, program or venture shall belong to E ENERGY. Except as approved in writing by the Board of Directors, Employee shall not be entitled to any interest in any such project, program, or venture or to any commission, finder’s fee or other compensation in connection therewith, other than the compensation to be paid to Employee by E ENERGY as provided herein. Employee shall have no interest, direct or indirect, in any customer or supplier that conducts business with E ENERGY, unless such interest has been disclosed

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in writing to and approved by the Board of Directors before such customer or supplier seeks to do business with E ENERGY.

7. Intellectual Property Rights. Employee agrees that any and all work product, property, data, documentation, concepts, plans, techniques, inventions, improvements, discoveries, formulas, processes, copyrightable material, know-how and trade secret information relating to the Business of E ENERGY which have been invented, discovered, conceived developed, created, or learned by Employee in connection with (i) the performance of his services hereunder or (ii) the use of E ENERGY’S resources (collectively, “Work Product”) will be at once fully disclosed by Employee to E ENERGY shall be deemed to be “work made for hire” (as defined in the Copyright Act. 17 U.S.C.A. § 101 et seq., as amended’) and will be the sole and absolute property of E ENERGY. Employee hereby unconditionally and irrevocably transfers and assigns to E ENERGY all rights, title and interest Employee currently has or in the future may have, by operation of law or otherwise, in or to any Work Product, including without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights. Employee agrees to execute and deliver to E ENERGY any transfers, assignments, documents or other instruments which E ENERGY may deem necessary or appropriate to vest complete title and ownership of arty Work Product, and all rights therein, exclusively in E ENERGY.

8. Covenant not to Compete. The parties recognize that Employee will be entrusted with all aspects of the Business of E ENERGY in his role as Chief Financial Officer, and that the following restrictions are reasonable based upon the extensive trust placed in Employee in his position with E ENERGY. During the Non-competition Period, Employee shall not, in exchange for any financial consideration or benefit, directly or indirectly, by or for himself or through others as his affiliates or agents:

     a. Own, manage, operate, or control;

     b. Participate in the ownership, management, operation or control of; or

     c. Be engaged, for compensation or otherwise, as a director, officer, partner, or consultant for, or be employed in a managerial capacity by any Competitive Business; provided that Employee may own up to one percent (1%) of any Person whose shares are fisted on a national stock exchange or traded in the over-the-counter market.

The geographical area in which the foregoing prohibition shall apply shall be limited to that area which is within a 200 mile radius of E ENERGY’S facilities in Gage County, Nebraska (the “Restricted Territory”).

9. Covenant Not To Solicit. Employee further agrees during the Non-competition Period that he shall not, directly or indirectly, either for himself or any other person, firm or corporation, without E ENERGY’S prior written consent:

     a. solicit, raid, entice, induce or contact any person or entity that is an employee or that has a contractual or business relationship with, or is employed by,

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E ENERGY (a “Restricted Person”) to provide similar services or enter into similar arrangements with any Competitive Business in the Restricted Territory or solicit, entice, divert, appropriate., contact or request any Restricted Person to curtail or cancel its business with E ENERGY; or

     b. solicit, recruit or attempt to solicit or hire away any employee, consultant, contractor or other personnel of E ENERGY or solicit or induce any such Person to terminate or otherwise diminish in any respect his, her or its relationship with E ENERGY or employ, engage or seek to employ or engage any Person who within the twelve (12) months prior to such employment or engagement had been an employee of E ENERGY.

10. Enforcement. The necessity of protection against competition from Employee and the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree and acknowledge that the duration, scope and geographic areas applicable to the covenants not to compete and not to solicit described in this Agreement are fair, reasonable and necessary, that adequate compensation (in the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that these obligations (including specifically the obligations of Employee under Sections 9 and 10 of this Agreement, which the parties expressly agree survive the termination of this Agreement) do not prevent Employee from earning a livelihood, however, any court determines that any of the restrictions imposed on Employee under this Agreement are not completely enforceable because they are not reasonable, the parties hereby give the court the right and power to interpret, alter, amend, or modify any or all of the terms contained herein to include as much of the scope, time period and geographic area as will render such restrictions reasonable and enforceable.

Employee agrees that in the event of a breach or violation or attempted breach or violation of any or all of the Sections 9 and 10 above, said provisions wilt cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall be entitled as a matter of right, to both temporary and permanent injunctive relief from any court of competent jurisdiction, restraining further violation of such covenants by the Employee, his employer, employees, partners, or agents. Employee further agrees to pay E ENERGY’S reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action and substantially prevails for breach of this Agreement by Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action for breach of this Agreement by Employee, and Employee substantially prevails.

11. Acknowledgments. Employee hereby acknowledges and agrees that during the Term (i) Employee will frequently be exposed to certain Trade Secrets and Confidential Information; (ii) Employee’s responsibilities on behalf of E ENERGY will extend throughout the United States (and to all geographical areas of the Restricted Territory); (iii) Employee may, either personally or through E ENERGY employees, be overseeing, developing, acquiring and negotiating on behalf of E ENERGY for expansion of E ENERGY’S business and facilities and will have knowledge of all such additions and

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expansions of E ENERGY’S facilities; (iv) Employee will, either personally or through E ENERGY employees, have responsibility in recruiting and retaining employees and Restricted Persons on behalf of E ENERGY, which will generate goodwill for E ENERGY with respect to such employees and Restricted Persons; and (v) any breach of Section 6, 7 or 9 on Employee’s part, or any breach of Section 9 or on Employee’s part in the Restricted Territory for a reasonable period thereafter, would necessarily involve Employee’s use of E ENERGY’S Trade Secrets and Confidential Information and would unfairly threaten E ENERGY’S legitimate business interests, including its substantial investment in the proprietary aspects of its business and its associated goodwill. Moreover, Employee acknowledges that, in the event of the termination of this Agreement, Employee would have sufficient skills to find alternative, commensurate work in his field of expertise that would not involve a violation of any of the provisions of Section 9 or 10. Therefore, Employee acknowledges and agrees that the covenants set forth in Sections 6 through 10 are necessary to protect E ENERGY’S legitimate business interests and are reasonable in their scope, duration and geographic breadth in light of E ENERGY’S need to protect such interests.

12. Governing Law, This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Nebraska.

13. Counter parts. This Agreement may be executed in one or more counterparts, all of which, taken together, shall be deemed one and the same Agreement.

14. Further Acts. The parties hereto agree to perform such other acts that may be required to carry out the terms of this Agreement.

15. Notices. Any and all notices, designations, offers, acceptances, or any other communication provided for herein shall be given in writing by registered or certified mail, postage prepaid, which shall be addressed, in the case of Employee, to his last known address on the payroll records of E ENERGY, and, in the case of E ENERGY to:

E ENERGY Adams LLC
510 Main Street
P.O. Box 49
Adams, Nebraska 68301

16. Binding Effect. This Agreement shall he binding upon the heirs, successors, legal representatives and assigns of the parties hereto, all of whom., regardless of the number of intervening transfers, shall be bound in the same manner as the parties hereto.

17. Assignment; Benefit. This Agreement shall not be assigned by any party hereto except upon the written consent of the other party (except as to any assignment of this Agreement by E ENERGY to a successor of E ENERGY which conducts E ENERGY’S ethanol production and management business activities, for which the consent of the Employee shall not be required). Nothing in this Agreement, express or implied~ is intended to confer upon any other person any rights or remedies under or by reason of this Agreement.

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18. Legal Fees. In the event either party to this Agreement sues the other party alleging a violation of any term of this Agreement, the prevailing party shall be entitled to reimbursement from the non-prevailing party of the actual attorneys’ fees and costs incurred in such suit.

19. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendered invalid or unenforceable the remaining terms and provisions of this Agreement, or affecting the validity or unenforceability of any of the terms of this Agreement in any other jurisdiction.

20. Captions. The captions herein are inserted for the convenience of reference only and shall be ignored in the construction or interpretation hereof.

21. Entire Agreement. This Agreement, together with the exhibits, contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no agreements, representations and warranties relating to the subject matter of this Agreement that are not set forth herein.

22. Amendment. This Agreement sets forth the entire understanding of the parties and may not be amended, altered or modified except by written agreement between the parties.

23. Waiver. Any waiver of any of the terms and/or conditions of this Agreement by any party shall not be construed to be a general waiver of such terms and/or conditions, with or without notice to the other parties.

24. Receipt and Understanding. By signing this Agreement, Employee acknowledges that Employee has read all of this Agreement, has asked whatever questions he deems appropriate, understands this Agreement in full and has received a copy of this Agreement.

     IN WITNESS WHEREOF; each party hereto has executed this Agreement effective as of the date first above written.

E ENERGY ADAMS, LLC:		EMPLOYEE:
/s/ Jack L. Alderman		/s/ Larry Brees
Jack L. Alderman		Larry Brees
Chief Executive Officer		Chief Financial Officer
Date:	3-19-07	Date:	3-19-07

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EX-10.2

Exhibit 10.2

DISTILLER’S GRAIN MARKETING AGREEMENT

     THIS DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is entered into effective as of March 19, 2007, by E. Energy Adams LLC, a Nebraska Limited Liability Company (“Seller”), and Commodity Specialist Company, a Delaware Corporation (“Buyer”).

W I T N E S S E T H:

     WHEREAS, Seller desires to sell and Buyer desires to purchase the Distiller’s Dried Grains with Solubles (“DDGS”), Wet Distillers Grains (“WDG”), and solubles (“Solubles”) (hereinafter DDGS, WDG and Solubles), are referred to collectively as the “Products”) output of the ethanol production plant which Seller owns in Adams, Nebraska.

     WHEREAS, Seller and Buyer wish to agree in advance of such sale and purchase to the price formula, payment, delivery and other terms thereof in consideration of the mutually promised performance of the other;

     NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, it is hereby agreed:

1. BUYER PERFORMANCE. Buyer agrees to perform the services that it provides for Seller in a professional and competent manner.

2. PURCHASE AND SALE. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the entire bulk feed grade DDGS, WDG and Solubles output from Seller’s plant at Adams, Nebraska, (hereinafter the “Plant”), subject to all terms and conditions set forth in this Agreement. Buyer shall label all Product that is sold by Buyer and shall register all labels with the states where the Products are sold.

3. TRADE RULES. All purchases and sales made hereunder shall be governed by the Feed Trade Rules of the National Grain and Feed Association unless otherwise specified. Said Trade Rules, a copy of which is appended hereto as Exhibit A, shall, to the extent applicable, be a part of this Agreement as if fully set forth herein.

4. TERM. The term of this Agreement shall be for one year commencing as of completion and start-up of production of the Plant. Start-up is anticipated to be September 1, 2007. Thereafter this agreement shall remain in effect until terminated by either party at its unqualified option by providing the other party hereto not less than 90 days written notice of its election to terminate this Agreement.

5. DELIVERY AND TITLE.

    A. The place of delivery for all the Products sold pursuant to this Agreement shall be FOB Plant. Buyer and Buyer’s agents shall be given access to Seller’s Plant in a manner and at all times reasonably necessary and convenient for Buyer to take delivery as provided herein. Buyer shall schedule the loading and shipping of all outbound Products purchased hereunder which is shipped by truck or rail. All labor and equipment necessary to load trucks or rail cars shall be supplied by Seller without charge to Buyer. Seller agrees to handle the Products in a good and workmanlike manner in accordance with Buyer’s reasonable requirements and in accordance with normal industry practice. Seller shall maintain the truck and rail loading facilities in safe operating condition in accordance with normal industry standards.

    B. Seller further warrants that storage space for not less than not less than five days production of DDGS shall be reserved for Buyer’s use at the Plant and shall be continuously available for storage of DDGS purchased by Buyer hereunder at no charge to Buyer. Seller shall also make available the necessary storage for WDG and Solubles which is adequate for Buyer to market such products. Seller shall be responsible at all times for the quantity, quality and condition of any the Products in storage at the Plant. Seller shall not be responsible for the quantity, quality and condition of any of the Products stored by Buyer at locations other than the Plant.

    C. Buyer shall give to Seller a schedule of quantities of the Products to be removed by truck and rail with sufficient advance notice reasonably to allow Seller to provide the required services. Seller shall provide the labor, equipment and facilities necessary to meet Buyer’s loading schedule and, except for any consequential or indirect damages, shall be responsible for Buyer’s actual costs or damages resulting from Seller’s failure to do so. Buyer shall order and supply trucks and rail cars as scheduled for truck and rail shipments. All freight charges shall be the responsibility of Buyer and shall be billed directly to Buyer.

    D. Buyer shall provide loading orders as necessary to permit Seller to maintain Seller’s usual production schedule, provided, however, that Buyer shall not be responsible for failure to schedule removal of the Products unless Seller shall have provided to Buyer production schedules as follows: Five (5) days prior to the beginning of each calendar month during the term hereof, Seller shall provide to Buyer a tentative schedule for production in the next calendar month. Seller shall inform Buyer daily of inventory and production status. For purposes of this paragraph, notification will be sufficient if made by e-mail or facsimile as follows:

 If to Buyer, to the attention of Steve Markham, Facsimile number 612-330-9894 or email to smarkham@csc-world.com, and

 If to Seller, to the attention of Andrew Johansen, Facsimile number 402 988 5205 or email to Andrew Johansen

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 Or to such other representatives of Buyer and Seller as they may designate to the other in writing.

    E. Title, risk of loss and full shipping responsibility shall pass to Buyer upon loading the Products into trucks or rail cars and delivering to Buyer of the bill of lading for each such shipment.

6. PRICE AND PAYMENT

    A. Buyer agrees to pay Seller as follows: for all DDGS removed by Buyer from the Plant a price equal to ninety eight (98%) of the FOB Plant price actually received by Buyer from its customers; for WDG removed by Buyer from the Plant a price equal to ninety six (96%) of the FOB Plant price actually received by Buyer from its customers, but in no event shall the fee to Buyer for DDGS and WDG be less than $1.50 per ton. The calculation on the minimum fee shall be made with respect to each weekly payment separately. The results of the calculation for any given week will not impact the calculation for any other week. Buyer shall receive a fee for Solubles of $2.00 per ton. For purposes of this provision, the FOB Plant price shall be the actual sale price, less all freight costs incurred by Buyer in delivering the Product to its customer. Buyer agrees that it shall not sell Product for delivery more than 90 days from the date of entering into a sale without the consent of Seller. Buyer agrees to use commercially reasonable efforts to achieve the highest resale price available under prevailing market conditions. Seller’s sole and exclusive remedy for breach of Buyer’s obligations hereunder shall be to terminate this Agreement. Buyer shall collect all applicable state tonnage taxes on Products sold by Buyer and shall remit to the appropriate governmental agency.

    B. In the event that Buyer has to incur out-of-pocket costs in order to sell High Moisture Product, and the fee to be paid to Buyer is less than such out-of-pocket costs, Seller shall pay Buyer an amount which is sufficient, when added to the fee earned by Buyer, to repay Buyer for all of its reasonable out-of-pocket costs. Such payment shall be made with 30 days from receipt of documentation evidencing the expenses.

    C. Within five (5) days following receipt of certified weight certificates, which certificates shall be presented to Buyer each Thursday for all shipments during the preceding week, Buyer shall pay Seller the full price, determined pursuant to paragraph 6A above, for all properly documented shipments. Buyer agrees to maintain accurate sales records and to provide such records to Seller upon request. Seller shall have the option to audit Buyer’s sales invoices at any time during normal business hours and during the term of this Agreement.

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7. QUANTITY AND WEIGHTS.

    A. It is understood that the output of the Products shall be determined by Seller’s production schedule and that no warranty or representation has been made by Seller as to the exact quantities of Products to be sold pursuant to this Agreement.

    B. The quantity of Products delivered to Buyer from Seller’s Plant shall be established by weight certificates obtained from scale at the Plant which is certified as of the time of weighing and which complies with all applicable laws, rules and regulations or in the event that the scale at the Plant is inoperable then at other scales which are certified as of the time of weighing and which comply with all applicable laws, rules and regulations. The outbound weight certificates shall be determinative of the quantity of the Products for which Buyer is obligated to pay pursuant to Section 5.

8. QUALITY.

    A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said Products are subject to minimum quality standards for such use. Seller agrees and warrants that the Products produced at its plant and delivered to Buyer shall be accepted in the feed trade under current industry standards.

    B. Seller warrants that all Products, unless the parties agree otherwise, sold to Buyer hereunder shall, at the time of delivery to Buyer, conform to the following minimum quality standard:

	Protein		Fat		Fiber		Moisture		Ash
	Min	Max	Min	Max	Min	Max	Min	Max	Min	Max
DDGS	26		10			15		10		6
Wet Distillers Grain	13		5			7		50		3

The standard for DDGS and WDG will be determined on an as is basis rather than a dry weight basis. Minimum quality standards for Solubles shall be agreed upon by the parties at a subsequent date.

    C. Seller warrants that at the time of loading, the Products will not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and that each shipment may lawfully be introduced into interstate commerce under said Act. Payment of invoice does not waive Buyer’s rights if goods do not comply with terms or specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, the Buyer may, without obligation to pay, reject either before or after delivery, any of the Products which when

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inspected or used fail in a material way to conform to this Agreement. Should any of the Products be seized or condemned by any federal or state department or agency for any reason except noncompliance by Buyer with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by Buyer of the goods seized or condemned and Buyer shall not be obligated to offer any defense in connection with the seizure or condemnation. When rejection occurs before or after delivery, at its option, Buyer may:

      (1) Dispose of the rejected goods after first offering Seller a reasonable opportunity of examining and taking possession thereof, if the condition of the goods reasonably appears to Buyer to permit such delay in making disposition; or

      (2) Dispose of the rejected goods in any manner directed by Seller which Buyer can accomplish without violation of applicable laws, rules, regulations or property rights; or

      (3) If Buyer has no available means of disposal of rejected goods and Seller fails to direct Buyer to dispose of it as provided herein, Buyer may return the rejected goods to Seller, upon which event Buyer’s obligations with respect to said rejected goods shall be deemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection by Buyer.

      (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing, transporting, returning and disposing of the rejected goods. Buyer shall have no obligation to pay Seller for rejected goods and may deduct reasonable costs and expenses to be reimbursed by Seller from amounts otherwise owed by Buyer to Seller.

      (5) If Seller produces Products which comply with the warranty in Section C above but which do not meet applicable industry standards, Buyer agrees to purchase such Products for resale but makes no representation or warranty as to the price at which such Product can be sold. If the Products deviate so severely from industry standard as to be unsalable, then it shall be disposed of in the manner provided for rejected goods in Section C above.

    D. If Seller knows or reasonably suspects that any of the Products produced at its Plant are adulterated or misbranded, or outside of industry quality standards, Seller shall promptly so notify Buyer so that such Product can be tested before entering interstate commerce. If Buyer knows or reasonably suspects that any of the Products produced by Seller at its Plant are adulterated, misbranded or outside of industry quality standards, then Buyer may obtain independent laboratory tests of the affected goods. If such goods are tested and found to comply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and if the goods are found not to comply with such warranties, Seller will pay all testing costs.

9. RETENTION OF SAMPLES. Seller will take an origin sample of DDGS from

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each truck and rail car before it leaves the Plant using standard sampling methodology. Seller will label these samples to indicate the date of shipment and the truck or railcar number involved. Seller will also retain the samples and labeling information for no less than one year.

10. INSURANCE.

    A. Seller warrants to Buyer that all employees engaged in the removal of the Products from Seller’s Plant shall be covered as required by law by worker’s compensation and unemployment compensation insurance.

    B. Seller agrees to maintain throughout every term of this Agreement comprehensive general liability insurance, including product liability coverage, with combined single limits of not less than $2,000,000. Seller’s policies of comprehensive general liability insurance shall be endorsed to require at least thirty (30) days advance notice to Buyer prior to the effective date of any decrease in or cancellation of coverage. Seller shall cause Buyer to be named as an additional insured on Seller’s insurance policy and shall provide a certificate of insurance to Buyer to establish the coverage maintained by Seller not later than fourteen (14) days prior to completion and start-up of production of the Plant.

    C. Buyer agrees to carry such insurance on its vehicles operating on Seller’s property as Seller reasonably deems appropriate. The parties acknowledge that Buyer may elect to self insure its vehicles. Upon request, Buyer shall provide certificate of insurance to Seller to establish the coverage maintained by Buyer.

    D. Notwithstanding the foregoing, nothing herein shall be construed to constitute a waiver by either party of claims, causes of action or other rights which either party may have or hereafter acquire against the other for damage or injury to its agents, employees, invitees, property, equipment or inventory, or third party claims against the other for damage or injury to other persons or the property of others.

11. REPRESENTATIONS AND WARRANTIES

    A. Seller represents and warrants that all of the Products delivered to Buyer shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and may lawfully be introduced into interstate commerce pursuant to the provisions of the Act. Seller further warrants that the Products shall fully comply with any applicable state laws governing quality, naming and labeling of product. Payment of invoice shall not constitute a waiver by Buyer of Buyer’s rights as to goods which do not comply with this Agreement or with applicable laws and regulations.

    B. Seller represents and warrants that the Products delivered to Buyer shall be free and clear of liens and encumbrances.

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12. EVENTS OF DEFAULT. The occurrence of any of the following shall be an event of default under this Agreement: (1) failure of either party to make payment to the other when due; (2) default by either party in the performance of the covenants and agreements set forth in this Agreement; (3) if either party shall become insolvent, or make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets, or be adjudicated bankrupt, or file a petition in bankruptcy, or apply to a court for the appointment of a receiver for any of its assets or properties with or without consent, and such receiver shall not be discharged within sixty (60) days following appointment.

13. REMEDIES. Upon the happening of an Event of Default, the parties hereto shall have all remedies available under applicable law with respect to an Event of Default by the other party. Without limiting the foregoing, the parties shall have the following remedies whether in addition to or as one of the remedies otherwise available to them; (1) to declare all amounts owed immediately due and payable; and (2) immediately to terminate this Agreement effective upon receipt by the party in default of the notice of termination, provided, however, the parties shall be allowed 10 days from the date of receipt of notice of default for to cure any default. Notwithstanding any other provision of this Agreement, Buyer may offset against amounts otherwise owed to Seller the price of any product which fails to conform to any requirements of this Agreement.

14. FORCE MAJEURE. Neither Seller nor Buyer will be liable to the other for any failure or delay in the performance of any obligation under this Agreement due to events beyond its reasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion, act of the public enemy, riots, civil disorders, sabotage, strikes, lockouts, labor disputes, labor shortages, war stoppages or slowdowns initiated by labor, transportation embargoes, failure or shortage of materials, acts of God, or acts or regulations or priorities of the federal, state or local government or branches or agencies thereof.

15. INDEMNIFICATION.

    A. Seller shall indemnify, defend and hold Buyer and its officers, directors, employees and agents harmless, from any and all losses, liabilities, damages, expenses (including reasonable attorneys’ fees), costs, claims, demands, that Buyer or its officers, directors, employees or agents may suffer, sustain or become subject to, or as a result of (i) any misrepresentation or breach of warranty, covenant or agreement of Seller contained herein or (ii) the Seller’s negligence or willful misconduct.

    B. Buyer shall indemnify, defend and hold Seller and its officer, directors, employees and agents harmless, from any and all losses, liabilities, damages, expenses (including reasonable attorneys’ fees), costs, claims, demands, that Seller or its officers, directors, employees or agents may suffer, sustain or become subject to, or as a result of (i) any misrepresentation or breach of warranty, covenant or agreement of Buyer contained herein or (ii) the Buyer’s negligence or willful misconduct.

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    C. Where such personal injury, death or loss of or damage to property is the result of negligence on the part of both Seller and Buyer, each party’s duty of indemnification shall be in proportion to the percentage of that party’s negligence or faults.

    D. Seller acknowledges that in order to maximize the total revenue to be generated through the sale of the Products, Buyer may take positions by selling Product in anticipation of Seller providing the Products. Notwithstanding the fact that Seller’s obligation is to provide Buyer with the output of the Plant the parties acknowledge that Buyer may suffer losses as a result of positions taken by Buyer if Seller discontinues operations for any reason whatsoever including Force Majeure. Therefore, Seller shall indemnify, defend and hold Buyer and its officers, directors, employees and agents harmless from any and all losses, liabilities, damages, expenses (including reasonable attorney’s fees), costs, claims, demands that Buyer or its officers, directors, employees, or agents may suffer, sustain or become subject to as a result of any sale or purchase of product taken by Buyer in anticipation of Seller delivering the Products hereunder, provided Buyer has taken commercially reasonable steps to avoid the loss. Seller shall not be liable for any loss resulting from Seller discontinuing operations related to a position taken by Buyer for delivery more than 90 days from the date of entering into a sale without the consent of Seller .

16. GOVERNMENTAL ACTION. The parties recognize that the value of the Products could change as a result of various governmental programs, be they foreign or domestic. In the event that a significant value change of the Products as a result of any such governmental program, Buyer may request re-negotiation of the contract price for the Products by providing written notice to Seller. Buyer shall be required to demonstrate that the value of the Products has significantly changed in the market. Should such a change take place, the parties agree to negotiate, in good faith, a revised sale price for the Products. If, after a good faith effort, the parties are unable to agree on a new price within the 90 day period immediately following notice to the other party, then in such event and notwithstanding the other provisions hereof, Buyer may terminate this Agreement upon 90 days prior written notice.

17. RELATIONSHIP OF PARTIES. This Agreement creates no relationship other than that of buyer and seller between the parties hereto. Specifically, there is no agency, partnership, joint venture or other joint or mutual enterprise or undertaking created hereby. Nothing contained in this Agreement authorizes one party to act for or on behalf of the other and neither party is entitled to commissions from the other.

18. MISCELLANEOUS.

    A. This writing is intended by the parties as a final expression of their agreement and a complete and exclusive statement of the terms thereof.

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    B. No course of prior dealings between the parties and no usage of trade, except where expressly incorporated by reference, shall be relevant or admissible to supplement, explain, or vary any of the terms of this Agreement.

    C. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature or the performance and an opportunity to make objection.

    D. No representations, understandings or agreements have been made or relied upon in the making of this Agreement other than as specifically set forth herein.

    E. This Agreement can only be modified by a writing signed by all of the parties or their duly authorized agents.

    F. The paragraph headings herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

    G. This Agreement shall be construed and performed in accordance with the laws of the State of Minnesota.

    H. The respective rights, obligations and liabilities of the parties under this Agreement are not assignable or delegable without the prior written consent of the other party.

    I. Notice shall be deemed to have been given to the party to whom it is addressed ninety-six (96) hours after it is deposited in certified U.S. mail, postage prepaid, return receipt requested, addressed as follows:

Buyer:	Commodity Specialist Company
	310 Grain Exchange Bldg.
	400 South Fourth Street
	Minneapolis, Minnesota 55415
	ATTN: Steve J. Markham
Seller:	E. Energy Adams, LLC
	510 Main Street
	P.O. Box 49
	Adams, NE 68301

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     IN WITNESS THEREOF, the parties have caused this Agreement to be executed the day and year first above written.

COMMODITY SPECIALISTS COMPANY
By	/s/ Phillip Lindau
Title	President
E. ENERGY ADAMS LLC
By	/s/ Jack L. Alderman
Title	Chairman/CEO

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