10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

þ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal quarter ended March 31, 2007

OR

o Transition report under Section 13 or 15(d) of the Exchange Act.

For the transition period from                      to                     .

Commission file number 000-52426

E ENERGY ADAMS, LLC

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

Nebraska	20-2627531
(State or other jurisdiction of	(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 whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            þ Yes       o No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).           
o Yes       þ No

State the number of shares outstanding for each of the issuer’s classes of common equity as of the latest practicable date:

As of April 30, 2007 there were 5,133 units outstanding.

Transitional Small Business Disclosure Format (Check one):            o Yes       þ No

INDEX

	Page No.
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements.		3
Item 2. Management’s Discussion and Analysis and Plan of Operations		13
Item 3. Controls and Procedures		24
PART II. OTHER INFORMATION		25
Item 1. Legal Proceeding		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		26
Item 4. Submission of Matters to a Vote of Security Holders		26
Item 5. Other Information		26
Item 6. Exhibits		26
SIGNATURES		27
Exhibit 10.20
Exhibit 10.24
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

E ENERGY ADAMS, LLC
(A Development Stage Company)

Condensed Balance Sheet

	March 31,
	2007
	(Unaudited)
ASSETS
Current Assets
Cash and equivalents	$	9,315,326
Restricted cash		1,258,457
Prepaid and other		135,952
Total current assets		10,709,735
Property and Equipment
Land		1,438,162
Computers and office equipment		80,531
Leasehold improvements		4,408
Construction in progress		45,935,255
Total property and equipment		47,458,356
Less accumulated depreciation		9,084
Net property and equipment		47,449,272
Other Assets
Investments		93,436
Debt issuance costs		373,750
Total other assets		467,186
Total Assets	$	58,626,193
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Derivative instruments	$	1,441,581
Accounts payable		71,220
Accrued expenses		30,835
Construction payable		8,005,922
Line of credit		1,076,000
Total current liabilities		10,625,558
Commitments and Contingencies
Members’ Equity
Member contributions, net of costs related to capital contributions, 5,133 units outstanding at March 31, 2007		49,957,383
Deficit accumulated during development stage		(1,956,748	)
Total members’ equity		48,000,635
Total Liabilities and Members’ Equity	$	58,626,193

Notes to Financial Statements are an integral part of this Statement.

3

E ENERGY ADAMS, LLC
(A Development Stage Company)

Condensed Statement of Operations

	Quarter			Quarter			From Inception
	Ended			Ended			(March 25, 2005)
	March 31,			March 31,			to March 31,
	2007			2006			2007
	(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	—		$	—		$	—
Operating Expenses
Professional and consulting fees		140,671			124,936			970,862
Project coordinator		—			44,500			231,789
General and administrative		219,699			58,135			783,012
Total operating expenses		360,370			227,571			1,985,663
Operating Loss		(360,370	)		(227,571	)		(1,985,663	)
Other Income (Expense)
Other income		—						5,000
Loss on derivative instruments		(1,259,124	)		—			(1,259,124	)
Interest and dividend income		368,934			2,698			1,325,805
Interest expense		(6,725	)		—			(42,766	)
Total other income (expense)		(896,915	)		2,698			28,915
Net Loss	$	(1,257,285	)	$	(224,873	)	$	(1,956,748	)
Weighted Average Units Outstanding		5,133			194			1,741
Net Loss Per Unit	$	(244.94	)	$	(1,159.14	)	$	(1,123.92	)

Notes to Financial Statements are an integral part of this Statement.

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E ENERGY ADAMS, LLC
(A Development Stage Company)

Condensed Statement of Operations

	Six Months			Six Months
	Ended			Ended
	March 31,			March 31,
	2007			2006
	(Unaudited)			(Unaudited)
Revenues	$	—		$	—
Operating Expenses
Professional and consulting fees		291,728			202,671
Project coordinator		—			52,000
General and administrative		335,419			151,061
Total operating expenses		627,147			405,732
Operating Loss		(627,147	)		(405,732	)
Other Income (Expense)
Loss on derivative instruments		(1,259,124	)		—
Interest and dividend income		752,246			6,926
Interest expense		(6,725	)		—
Total other income (expense)		(513,603	)		6,926
Net Loss	$	(1,140,750	)	$	(398,806	)
Weighted Average Units Outstanding		5,133			194
Net Loss Per Unit	$	(222.24	)	$	(2,055.70	)

Notes to Financial Statements are an integral part of this Statement.

5

E ENERGY ADAMS, LLC
(A Development Stage Company)

Condensed Statement of Cash Flows

	Six Months			Six Months
	Ended			Ended			From Inception
	March 31,			March 31,			(March 25, 2005) to
	2007			2006			March 31, 2007
	(Unaudited)			(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net loss	$	(1,140,750	)	$	(398,806	)	$	(1,956,748	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		5,709			1,119			9,084
Dividend income		(145,276	)		—			(145,276	)
Changes in assets and liabilities
Restricted cash		(1,258,457	)		—			(1,258,457	)
Derivative instruments		1,441,581			—			1,441,581
Prepaid and other		96,676			(16,830	)		(135,952	)
Accounts payable		(34,959	)		21,249			71,220
Accrued expenses		27,865			—			30,835
Net cash used in operating activities		(1,007,611	)		(393,268	)		(1,943,713	)
Cash Flows from Investing Activities
Proceeds from dividends		52,840			—			52,840
Payments for investment		(1,000	)		—			(1,000	)
Payment for land options		—			(1,250	)		—
Capital expenditures		(31,720,939	)		(798	)		(39,452,434	)
Net cash used in investing activities		(31,669,099	)		(2,048	)		(39,400,594	)
Cash Flows from Financing Activities
Debt issuance costs		—			(25,000	)		(373,750	)
Proceeds from line of credit		1,076,000			—			1,076,000
Member contributions		—			—			50,360,000
Costs related to capital contributions		—			(129,074	)		(402,617	)
Net cash provided by (used in) financing activities		1,076,000			(154,074	)		50,659,633
Net Increase (Decrease) in Cash and Equivalents		(31,600,710	)		(549,390	)		9,315,326
Cash and Equivalents – Beginning of Period		40,916,036			737,053			—
Cash and Equivalents – End of Period	$	9,315,326		$	187,663		$	9,315,326
Supplemental Cash Flow Information
Cash paid during the period for:
Interest	$	—		$	—		$	36,041
Supplemental Disclosure of Noncash Investing and Financing Activities
Land options exercised for land purchased	$	—		$	—		$	7,000
Deferred offering costs in accounts payable	$	—		$	44,701		$	—
Investment — dividend reinvestment	$	92,436		$	—		$	92,436
Construction in progress in construction payable	$	8,005,922		$	—		$	8,005,922
Deferred offering costs offset against equity	$	—		$	—		$	385,425

Notes to Financial Statements are an integral part of this Statement.

6

E ENERGY ADAMS, LLC
(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)
March 31, 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended September 30, 2006, contained in the Company’s annual report on Form 10-KSB for 2006.

In the opinion of management, the interim condensed financial statements reflect all adjustments considered necessary for fair presentation. The adjustments made to these statements consist only of normal recurring adjustments.

Nature of Business

E Energy Adams, LLC, (a Nebraska Limited Liability Company) was organized with the intentions of developing, owning and operating a 50 million gallon dry mill corn-processing ethanol plant in Gage County, Nebraska. The Company was formed on March 25, 2005 to have an indefinite life. As of March 31, 2007, the Company is in the development stage with its efforts being principally devoted to organizational activities and construction of the plant. The Company anticipates completion of the plant in fall of 2007.

Fiscal Reporting Period

The Company has adopted a fiscal year ending September 30 for reporting financial operations.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Cash and Equivalents

The Company maintains its accounts primarily at two financial institutions. At times throughout the year, the Company’s cash and cash equivalents balances, which include cash invested in mutual funds, may exceed amounts insured by the Federal Deposit Insurance Corporation.

Derivative Instruments

The Company accounts for derivative instruments and hedging activities in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. SFAS No. 133 requires the recognition of derivatives in the balance sheet and the measurement of these instruments at fair value.

In order for a derivative to qualify as a hedge, specific criteria must be met and appropriate documentation maintained. Gains and losses from derivatives that do not qualify as hedges, or are undesignated, must be recognized immediately in earnings. If the derivative does qualify as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will be either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Changes in the fair value of undesignated derivatives are recorded in other income and expense since the Company has not yet commenced operations.

7

E ENERGY ADAMS, LLC
(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)
March 31, 2007

Additionally, SFAS No. 133 requires a company to evaluate its contracts to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted as “normal purchases or normal sales”. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from accounting and reporting requirements of SFAS No. 133, and therefore, are not marked to market in our financial statements.

Cash flows associated with the derivative instruments are presented in the same category on the statement of cash flow as the item being hedged.

Property and Equipment

Property and equipment is stated at the lower of cost or estimated fair value. Depreciation is provided over an estimated useful life by use of the straight line depreciation method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

The Company capitalizes construction costs until the assets are placed in service, at which time depreciation will be provided over the assets estimated useful life. As of March 31, 2007, the Company had a construction and retainage payable of approximately $8,006,000.

Debt Issuance Costs

Debt issuance costs will be amortized over the term of the related debt by use of the effective interest method.

Fair Value of Financial Instruments

The carrying value of cash and equivalents approximates the fair value.

Recently Issued Accounting Pronouncements

Management has reviewed recently issued, but not yet effective, accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Company’s financial statements.

2. MEMBERS’ EQUITY

As specified in the Company’s operating agreement, the Company is authorized to issue additional units as needed. The Company has one class of membership units, which include certain transfer restrictions as specified in the operating agreement and pursuant to applicable tax and securities laws. Income, losses and distributions are allocated to all members based upon their respective percentage units held. A member is entitled to one vote for each member unit held.

The Company was initially capitalized by a member who contributed $400,000 for 80 membership units. Additionally, the Company was further capitalized by 25 additional members, contributing an aggregate of $570,000 for 114 units.

8

E ENERGY ADAMS, LLC
(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)
March 31, 2007

The Company raised additional equity through a Form SB-2 Registration Statement with the Securities and Exchange Commission (SEC), which was declared effective May 15, 2006. The Offering was for a minimum of 1,990 and up to 5,810 membership units for sale at $10,000 per unit. The minimum purchase requirement was two units for a minimum investment of $20,000. The offering was closed on February 23, 2007 with the issuance of 4,939 units totaling $49,390,000. The Company offset proceeds from the equity offering with offering costs of $402,617.

3. DERIVATIVE INSTRUMENTS

In order to reduce risk caused by market fluctuations, the Company hedges its anticipated corn purchases by entering into futures contracts. These contracts are used with the intention to fix the purchase price of the Company’s anticipated requirements of corn in production activities. The fair value of these contracts is based on quoted prices in active exchange-traded or over-the-counter markets. The fair value of derivatives is continually subject to change due to changing market conditions. The Company does not formally designate these instruments as hedges and, therefore, records in earnings adjustments caused from marking these instruments to market on a monthly basis.

At March 31, 2007, the Company had recorded restricted cash of approximately $1,258,000 and a liability for derivative instruments related to corn options and future positions of approximately $1,442,000. The Company has recorded a combined loss of approximately $1,259,000, which includes a realized gain of approximately $183,000 and an unrealized loss of approximately $1,442,000.

4. BANK FINANCING

In August 2006, the Company entered into a credit agreement with a financial institution for the purpose of funding a portion of the cost of the ethanol plant. Under the credit agreement, the lender has provided a construction term loan for $35,000,000 and a construction revolving loan of $14,500,000, which are both secured by substantially all assets. An additional revolving loan for $3,000,000 is being provided for the financing of grain inventory, receivables and margin account equity. The Company is required to make monthly interest payments for all loans at a variable rate equivalent to the three-month LIBOR short term index rate plus 3.05% during the construction period. The variable rate will be adjusted to the three month LIBOR short term index rate for any year after the first year of operations in which, at the end of the preceding year, the Company’s owners’ equity, is equal to or greater than 60%. Interest will be calculated on a 360 day basis.

In February 2007, the Company amended certain terms of its additional revolving loan, allowing the Company to begin drawing funds, as needed, beginning in February 2007, and requiring the Company to pay interest monthly until February 1, 2008, when the entire unpaid principal, plus accrued interest and any unpaid fees, costs or expenses shall be due. Prior to this amendment, the funds under this revolving loan would have been available beginning in November 2007 and due in November 2008.

In May 2007, the Company amended certain terms of its construction term loan, construction revolving loan and the additional revolving loan. The amendment temporarily limits the advances available under the construction term loan to $15,000,000 until such time that the Company receives the anticipated $3,000,000 in TIF financing as discussed in Note 5. The construction revolving loan terms were amended to allow the Company to advance funds under this loan, immediately, but the advances are limited to $3,000,000 until such time that the funds available under the construction term loan have been advanced in its entirety. The additional revolving term loan was amended to increase the amount available from $3,000,000 to $10,000,000.

Construction Term Loan

The Company is required to make 29 principal installments of $1,237,500 plus accrued interest quarterly beginning six months following substantial completion, but no later than April 1, 2008 until October 1, 2015. In addition to the required payments, the Company will have to make additional principal payments equal to 65% of the Company’s excess cash flow as defined in the loan agreement not to exceed $2,000,000 per fiscal year and an aggregate total of $8,000,000.

9

E ENERGY ADAMS, LLC
(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)
March 31, 2007

Construction Revolving Loan

The Company is required to pay interest monthly until three months after the repayment of the term loan or January 1, 2016, at which point the Company is required to make 10 quarterly installments of $1,450,000 plus interest until April 1, 2018.

Additional Revolving Loan

For the additional revolving loan, the Company is required to pay interest monthly until February 1, 2008, when the entire unpaid principal, plus accrued interest and any unpaid fees, costs or expenses shall be due. As of March 31, 2007, the outstanding balance on this line of credit is $1,076,000. If the Company prepays any portion of the construction loans prior to April 1, 2009, the Company will owe a prepayment charge of 3% in addition to certain surcharges. The prepayment charge will be reduced by 1% each year thereafter and any prepayment made on the construction loan after April 1, 2011 will not be subject to a prepayment charge.

The Company has paid approximately $374,000 in debt financing costs and is obligated to pay an annual servicing fee of $25,000. During May 2007, the Company paid $50,000 in debt financing costs for the restructuring of the additional revolving loan. Additionally, the Company will pay the lender an unused commitment fee quarterly equal to 0.5% of the average unused portion of the $14,500,000 revolving loan beginning May 8, 2007 and of the $10,000,000 revolving loan beginning February 1, 2007.

The Company is subject to various financial and non-financial loan covenants that include among other items minimum working capital amounts, debt coverage ratio and net worth requirements. The Company is permitted to make distributions once a year not to exceed 40% of the net income as long as the Company is in compliance with these and other loan covenants. For fiscal years ending 2008 and thereafter, the Company may make distributions which may exceed 40% of the net income as long as the Company has made the excess cash flow payments and is in compliance with these and other loan covenants on a post-distribution basis.

5. COMMITMENTS AND CONTINGENCIES

Design build agreement

The total cost of the project, including the construction of the ethanol plant and start-up expenses, is expected to approximate $103,100,000. The Company has signed a lump sum design-build contract with a contractor, an unrelated party, to design and build the ethanol plant at a total contract price of approximately $67,860,000. As part of the contract, the Company paid a mobilization fee of approximately $5,000,000, subject to retainage. Monthly applications will be submitted for work performed in the previous period. Final payment will be due when final completion has been achieved. The design-build agreement includes a provision whereby the general contractor receives an early completion bonus of $10,000 per day for each day the construction is complete prior to 485 days from the date construction began. However, the total amount paid for the early completion bonus shall not exceed $1,000,000. The contract may be terminated by the Company upon a ten day written notice subject to payment for work completed, termination fees, and any applicable costs and retainage. As of March 31, 2007, the Company has incurred approximately $39,940,000 for these services with approximately $7,828,000 included in construction and retainage payable.

Construction contracts

In March 2007, the Company entered into an agreement with an unrelated party for the construction of a spur track for approximately $3,516,000. The Company will make monthly progress payments until substantial completion at which time all remaining amounts will be due.

10

E ENERGY ADAMS, LLC
(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)
March 31, 2007

In March 2007, the Company entered into an agreement with an unrelated contractor for the construction of storage silos with fill and unload equipment for approximately $2,547,000. The Company was required to make a down payment of approximately $255,000 at the time the agreement was executed and will make progressive monthly payments thereafter. Work is anticipated to begin April 2007, with substantial completion expected in September 2007.

Financing Contracts and Grants

In May 2006, the Company entered into a redevelopment contract with the Village of Adams for the redevelopment of the ethanol plant site. The Village will issue some form of tax increment financing (TIF) to assist the Company in the costs of redeveloping the site. The maximum amount of TIF real estate valuation will be $20,000,000 with interest to be determined by the Company (but not to exceed ten percent). The Company expects to receive approximately $3,000,000 in TIF financing. Payments are to be made semi-annually with interest only until 2009 and will mature December 31, 2021. The Company is obligated to reimburse Gage County up to $1,000,000 for the redevelopment of certain county road near the plant site. As of March 31, 2007, the Company has incurred approximately $384,000 under this contract.

In January 2007, the Company entered into an agreement to engage an unrelated party as the exclusive placement agent relative to a tax increment financing proposal. The Company anticipates the direct placement of debt of approximately $4,000,000 — $5,000,000 in the form of bonds. The Company paid a non-refundable retainer of $5,000 when the agreement was executed and will pay an amount equal to 2% of the total bonds financed at closing.

In September 2006, the Company entered into a Memorandum of Understanding with the Nebraska Department of Economic Development (“DED”) and the Village of Adams, Nebraska (“Village”) for the award of a $355,000 Community Development Block Grant (“CDBG”) from DED to the Village, $5,000 of which is unconditionally granted for the Village’s costs of administration of the grant, and the remaining $350,000 is conditionally granted to the Village from the DED for a portion of the costs for the development of certain public streets for the benefit of E Energy Adams. The Village will provide matching funds up to $350,000, which will come from tax increment financing funds. E Energy Adams is required to satisfy certain job requirements and if the job requirements are not met, E Energy Adams will be obligated to repay the Village and the Village will be obligated to repay the DED for the conditional amount of $350,000. The job creation and maintenance requirements imposed on E Energy Adams are as follows:

1.	The Company must create at least 26 new permanent jobs on a full-time basis at our facility in Adams, Nebraska within 18 months from September 1, 2006, and 51% or more of all these jobs must be held by or at least made available to low-to-moderate income persons;
2.	The Company must maintain the 26 jobs for 12 months from the date of hire for each respective job; and
3.	The Company must pay all of our employees a minimum hourly rate of $9.50 per hour, and provide all employees with an appropriate employee benefits package.

Utility Contracts

In March 2007, the Company entered into an agreement with an unrelated party for specialty water treatment chemicals, engineering services, environmental support services, and plant start up assistance. The Company will pay approximately $8,400 per month for these services, commencing September 18, 2007 and lasting for a period of three years. The maximum annual cost for chemicals is approximately $111,000. Either party may terminate the agreement by providing a 30 day advance written notice.

11

E ENERGY ADAMS, LLC
(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)
March 31, 2007

Marketing Agreement

In March 2007, the Company entered into a marketing agreement with an unrelated party for the marketing, sale and delivery of distiller’s dried grains with solubles (DDGS), wet distillers grains (WDG), and solubles the Company is expected to produce. The Company will receive payment for the products sold based on a percentage (98% for DDGS, 96% for WDG, but not at a price of less than $1.50/ton for DDGS and WDG, and a $2.00/ton fee for solubles) of the actual sales price as defined in the agreement. The initial term is for one year commencing as of the start up of production and will continue until terminated by either party providing a 90 day advance written notice.

Corn Contracts

At March 31, 2007, the Company had forward corn purchase contracts for delivery through January 2009 for a total commitment of approximately $1,082,000. Of the total corn purchase contracts, approximately less than 5% are with members of the Company.

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12

Item 2. Management’s Discussion and Analysis and Plan of Operations.

Forward Looking Statements

This report contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases you can identify forward-looking statements by the use of words such as “may,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the following factors:

• Construction delays and technical difficulties in constructing the plant;

• Availability of sufficient capital to construct the plant and begin operations;

• Increases in the price of corn as the corn market becomes increasingly competitive;

• Our inelastic demand for corn, as it is the only available feedstock for our plant;

• Changes in our business strategy, capital improvements or development plans;

• The loss of any license or permit;

• Changes in the environmental regulations or in our ability to comply with the environmental regulations that apply to our plant site and our anticipated operations;

• Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;

• Changes in the availability and price of natural gas and the market for distillers grains;

• Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives);

• Changes and advances in ethanol production technology; and

• Competition in the ethanol industry and from other alternative fuel additives.

Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in this report. We are not under any duty to update the forward-looking statements contained in this report. We cannot guarantee future results, levels of activity, performance or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

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Overview

E Energy Adams, LLC is a development-stage Nebraska limited liability company. It was formed on March 25, 2005 for the purpose of raising capital to develop, construct, own and operate a 50 million gallon dry mill corn-based ethanol plant near Adams, Nebraska. References to “we,” “us,” “our” and the “Company” refer to E Energy Adams, LLC. We are in the process of constructing the plant and have not yet engaged in the production of ethanol and distillers grains. Based upon engineering specifications from Fagen, Inc., we expect the ethanol plant to process approximately 20.4 million bushels of corn per year and use as much as 1,870,000 Million British Thermal Units (“MMBtu”) of natural gas per year to produce approximately 55 million gallons of fuel grade ethanol and 186,000 tons of distillers grains for animal feed each year. We expect to market all of the ethanol and distillers grains the plant produces. We expect to complete construction of our plant on our 172 acre site in fall of 2007. As of April 30, 2007, we estimate that construction of our plant is 46% complete, based on the costs we have incurred for construction as of April 30, 2007.

Our current estimated total project cost is $103,100,000, and we are currently on budget to meet our total project cost. We are financing the development and construction of the ethanol plant with a combination of equity and debt. We have raised equity in our public offering registered with the Securities and Exchange Commission and as of our fiscal quarter ended on March 31, 2007, we have issued 4,939 units and received $49,390,000 in offering proceeds. Until we received offering proceeds, our development activities were funded with our seed capital equity of $970,000. Effective February 23, 2007, we formally closed the registered public offering, and are no longer seeking subscriptions from potential investors. On August 25, 2006, we entered into a Credit Agreement with Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (“Farm Credit”) establishing a senior credit facility with Farm Credit for the construction of the plant. The construction financing is in the amount of $49,500,000 consisting of a $35,000,000 term loan and a $14,500,000 revolving loan. We also have entered into a $3,000,000 line of credit, which has been increased to a $10,000,000 line of credit as of May 9, 2007. In addition, we expect to receive Tax Increment Financing of approximately $3,000,000 and we had earned approximately $244,000 in interest on our offering proceeds that were contained in our escrow account prior to their release from escrow on August 11, 2006. Taken together, our current sources of capital total $113,104,000. Therefore, based on our current total project cost estimate of $103,100,000, we expect our equity and debt capital sources to be sufficient to complete plant construction and begin start-up operations.

We have entered into a Lump Sum Design-Build Agreement with Fagen, Inc. to design and build a 50 million gallon per year dry grind ethanol production facility on our plant site located near the village of Adams, and we have engaged Aventine Renewable Energy, Inc. to market our ethanol and Commodity Specialist Company (“CSC”) to market our distillers grains.

As of the date of this report, we have obtained all of our necessary environmental permits to construct our plant from the Nebraska Department of Environmental Quality (NDEQ). We will need to obtain additional permits prior to the start up of operations. We are still in the development phase, and until the proposed ethanol plant is operational, we will generate no revenue. We anticipate that accumulated losses will continue to increase until the ethanol plant is operational. Since we have not yet become operational, we do not yet have comparable income, production or sales data.

Plan of Operations for the Next 12 Months

We expect to spend at least the next 12 months (as measured from the date of this report) focused on project development, plant construction, hiring of our remaining necessary employees, and preparing for start-up operations. We also plan to negotiate and execute final contracts concerning the provision of natural gas and other power sources. We also plan to continue to negotiate agreements for the procurement of corn. We expect construction of our plant to be complete in the next 6-9 months, with production beginning in fall 2007.

Due to our successful completion of the registered offering and the related debt financing, we expect to have sufficient cash on hand to cover all costs associated with construction of the project, including, but not limited to staffing, site development, utilities, construction and equipment acquisition, office costs, audit, legal, compliance and staff training. In the event that we do not have sufficient cash from our registered offering and debt financing, we may seek additional equity, debt or a combination of both. We estimate that it will cost approximately $103,100,000 to complete the project.

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Project Capitalization

Seed Capital Offering

During the time period beginning with E Energy Adams’ formation on March 25, 2005 and ending on May 31, 2005, we raised $970,000 in seed capital through a private placement. We issued a total of 194 units to our seed capital investors at a price of $5,000 per unit.

Registered Offering

We filed a Registration Statement for an initial public offering of our units with the Securities and Exchange Commission on Form SB-2 (SEC Registration No. 333-123473), as amended, which became effective on May 15, 2006. We also registered the units with the state securities authorities in Nebraska, Iowa, South Dakota, Kansas, Missouri, Wisconsin and Florida. We offered a minimum of 1,990 and a maximum of 5,810 units for total proceeds of a minimum of $19,900,000 and a maximum of $58,100,000. We planned to secure the balance needed to construct the plant through federal, state and local grants and debt financing. As of September 30, 2006, we had issued 4,939 units in the registered offering and have received offering proceeds in the amount of $49,390,000. Effective February 23, 2007, we formally closed the offering, and we are no longer actively seeking subscriptions.

Bridge Loan

On May 31, 2006, we entered into a Promissory Note (the “Operating Loan”) and Loan Agreement (the “Bridge Loan”) with Farm Credit Services of America, PCA establishing a credit facility for interim financing. The Bridge Loan was in the amount of $2,000,000. We used the funds to purchase the land for our plant site and we repaid the loan in full in September, 2006.

Senior Debt Financing

On August 25, 2006, we entered into a Credit Agreement with Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (“Farm Credit”) establishing a senior credit facility with Farm Credit for the construction of a 50 million gallon per year dry mill ethanol plant. The construction financing is in the amount of $49,500,000 consisting of a $35,000,000 term loan and a $14,500,000 revolving loan. The Credit Agreement also included a $3,000,000 line of credit. On May 8, 2007, we entered into a Second Amendment to the Credit Agreement, amending the Credit Agreement, dated August 25, 2006. Under the Second Amendment to the Credit Agreement, our limit of advances for the term loan is $15,000,000 until we have received additional equity capital of $3,000,000 through the sale of Tax Increment Revenue Bonds. Our advance limit under the revolving loan has been amended to $3,000,000 until the term loan has been advanced to its entirety. The $3,000,000 line of credit has been increased to $10,000,000, with advances available until February 1, 2008. Upon execution of the Second Amendment to the Credit Agreement we will pay Farm Credit Services $50,000 for the re-structuring of the line of credit.

We are obligated to repay the term construction loan in 29 equal, consecutive, quarterly installments of $1,237,500 plus accrued interest commencing on the first of the month which is six months following substantial completion of our ethanol plant, but no later than April 1, 2008, and the last installment due no later than October 1, 2015. On the earlier of January 1, 2016 or three months following repayment of the term loan we will begin repayment on the revolving term loan in ten equal, consecutive, quarterly principal installments of $1,450,000 plus accrued interest with the last installment due by April 1, 2018. Under the Second Amendment to Credit Agreement, we are obligated to repay the line of credit plus accrued interest, unpaid fees, costs or expenses by February 1, 2008. During the term of the construction loan, we are required to make special principal payments in an annual amount equal to 65% of our excess cash flow for each year, not to exceed $2,000,000 in any fiscal year and the aggregate total of those payments will not exceed $8,000,000.

The loans are secured by a first mortgage on our real estate and a lien on all of our personal property. During the term of the loans, we are subject to certain financial loan covenants consisting of a minimum working capital, minimum debt coverage, and minimum tangible net worth. After the construction phase, we are only allowed to make annual capital expenditures up to $500,000 annually without prior approval. We are also prohibited from making distributions to our members; however, for each fiscal year commencing with the fiscal year ending 2008, we may make a distribution to our members of 40% of the net profit for such fiscal year after our lender has received audited financial statements for the fiscal year and provided no event of default or potential default exists. We may exceed 40% only if we have made the required free cash flow payment for that fiscal year. We must be in compliance with all financial ratio requirements and loan covenants before and after any distributions to our members.

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Upon an occurrence of an event of default or an event which will lead to our default, Farm Credit may upon notice terminate its commitment to loan funds and declare the entire unpaid balance of the loans, plus accrued interest, immediately due and payable. An event of default includes, but is not limited to, our failure to make payments when due, insolvency, any material adverse change in our financial condition or our breach of any of the covenants, representations or warranties we have given in connection with the transaction.

Tax Increment Financing (“TIF”)

On May 1, 2006, we entered into a Redevelopment Contract with the Village of Adams for the redevelopment of our plant site. The Village will issue some form of TIF indebtedness to assist the Company in the costs of redeveloping the site. Currently, the maximum amount of TIF real estate valuation will be $20,000,000 with interest to be determined by the Company (but not to exceed 10%). However, we are currently in negotiations to amend the Redevelopment Contract with the Village of Adams to allow for an increase in the assessed valuation of the real estate, which will translate into an increase in the amount of TIF loan proceeds to E Energy Adams. Payments are to be made semi-annually with interest only until 2009 and will mature December 31, 2021. We have also agreed to reimburse Gage County for up to $1,000,000 for the redevelopment of certain county roads near the plant site. In January 2007, we entered into an agreement with Smith Hayes as the exclusive placement agent for this TIF proposal. We expect the current agreement with Smith Hayes to result in an increase in the amount of TIF loan proceeds to us if we are successful in amending the Redevelopment Contract with the Village of Adams to allow for an increase in the assessed valuation of the real estate. Thus, we expect that bonds will be issued in the aggregate amount of approximately $4,000,000 through the Village of Adams for the benefit of E Energy Adams. We paid a non-refundable retainer of $5,000 when we executed the agreement with Smith Hayes and we will pay an amount equal to 2% of the total bonds financed at closing.

Nebraska Department of Economic Development Community Development Block Grant

On September 1, 2006, we entered into a Memorandum of Understanding with the Nebraska Department of Economic Development (“DED”) and the Village of Adams, Nebraska (“Village”) for the award of a $355,000 Community Development Block Grant (“CDBG”) from DED to the Village, $5,000 of which is unconditionally granted for the Village’s costs of administration of the grant, and the remaining $350,000 is conditionally granted to the Village from the DED for a portion of the costs for the development of certain public streets for the benefit of E Energy Adams. The Village will provide matching funds up to $350,000, which will come from tax increment financing funds. E Energy Adams is required to satisfy certain job requirements and if the job requirements are not met, E Energy Adams will be obligated to repay the Village and the Village will be obligated to repay the DED for the conditional amount of $350,000. The job creation and maintenance requirements imposed on E Energy Adams are as follows:

1.	We must create at least 26 new permanent jobs on a full-time basis at our facility in Adams, Nebraska within 18 months from September 1, 2006, and 51% or more of all of these jobs must be held by or at least made available to low-to-moderate income persons;
2.	We must maintain the 26 jobs for 12 months from the date of hire for each respective job; and
3.	We must pay all of our employees a minimum hourly rate of $9.50 per hour, and provide all employees with an appropriate employee benefits package.

Under the terms of the Memorandum of Understanding, project funding approval is not expressed or implied by DED’s execution of the Memorandum of Understanding. Additional steps are required before the project receives a Notice of Approval, including obtaining the approval of the Governor of the State of Nebraska. As of the date of this report, the Governor of the State of Nebraska has approved the funding.

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Plant Construction and Project Development Activities

Plant construction is progressing on schedule with no significant deviation from our original construction timetable to date. We anticipate completion of plant construction during fall 2007. As of April 30, 2007, we estimate that plant construction is approximately 46% complete, based on the costs we have incurred for construction.

On August 4, 2006, we entered into a Lump Sum Design-Build Agreement with Fagen, Inc. to establish a 50 million gallon per year dry mill ethanol production facility on our plant site located near the Village of Adams, Nebraska. Pursuant to the Lump Sum Design-Build Agreement, the effective date is August 1, 2006. The final Contract Price was set at $67,500,000, based an increase in the Construction Cost Index (“CCI”). Subsequent to the increase in Contract Price due to the CCI, the final Contract Price increased to approximately $67,860,000 due to change orders agreed to by both Fagen, Inc. and E Energy Adams. The Contract Price with Fagen, Inc. is subject to any mutually agreed-upon adjustments and previously paid amounts that may be treated as credits. As part of the contract, we have paid a mobilization fee of $5,000,000. Fagen, Inc. will design and build the plant using ICM, Inc., technology. We currently expect the construction to be completed in fall of 2007; however, there is no assurance or guarantee that construction will stay on schedule or that we will be able to commence operations at the plant by fall 2007.

We also agreed under the Design-Build Agreement with Fagen, Inc. that if the plant was substantially complete within 485 days (16 months) for each day that substantial completion was achieved prior to 485 days from the date construction began, we would pay Fagen, Inc. an early completion bonus of $10,000 per day for each day that substantial completion was achieved prior to 485 days from the date construction began. However, in no event will we have to pay Fagen, Inc. an early completion bonus of more than $1,000,000. We expect that initial start-up and operations of the plant will also be under the general direction and guidance of Fagen, Inc. employees and our own personnel, who will have experience in ethanol production or will have received on-site training provided by Fagen, Inc. We further anticipate that additional on-site support will be provided by Fagen, Inc. for the first 30 days of plant operation.

On March 23, 2007, we entered into an agreement for the construction of our spur track with Kelly-Hill Company, attached hereto as Exhibit 10.20. The project was designed by Antioch International, Inc. The cost of this construction is approximately $3,516,000. We will make monthly progress payments on the basis of Kelly-Hill’s monthly applications for payment. This construction will provide our plant with access to and from the BNSF Railroad main line, which will allow for the transport of our corn for the plant, as well as for the transport of our ethanol and distiller’s grains.

Marketing and Natural Gas Agreements

We have entered into an ethanol marketing agreement with Aventine Renewable Energy, Inc., an unrelated party, for the marketing, sale and delivery of most of the ethanol produced by E Energy Adams, LLC. Under this agreement, we have the flexibility to market 10% of our ethanol ourselves to local markets. The initial term of the agreement with Aventine will run for three years from the date of entering into the agreement. After that, it will automatically renew for successive one year terms, unless terminated by either Party with at least one year written notice prior to such expiration date, or for breach of terms.

We have entered into a distiller’s grain marketing agreement with Commodity Specialist Company, wherein Commodity Specialist Company agrees to buy, and we agree to sell, the entire bulk feed grade DDGS, WDG and Solubles output from our plant. The term of this agreement is for one year commencing as of completion and start-up of production of the plant, which start-up date is anticipated to be September 1, 2007.

We have also entered into an agreement with Natural Gas Pipeline Company of America for the transportation of natural gas to our plant. Natural Gas Pipeline Company of America will transport the natural gas at an agreed upon rate ranging from $3.0417 to $3.1177 per Dth/month, for up to 4,400 Dth/day, as specified in the agreement. Our service will begin in September of 2007 and will continue for ten years thereafter.

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Permitting and Regulatory Activities

We are subject to extensive air, water and other environmental regulations and we will need to construct and operate our plant in accordance with a number of environmental permits. As of the date of this report, we have obtained all of the necessary environmental permits to construct our plant from the NDEQ. We will be required to obtain additional permits prior to start-up of our operations. We engaged ICM, Inc. to coordinate and assist us with obtaining certain environmental permits, and to advise us on general environmental compliance. We retained Olsson Associates to obtain our National Pollutant Discharge Elimination System (“NPDES”) permits.

Even though we have received all required permits from the State of Nebraska to construct our ethanol plant, we will be required to obtain additional operational permits as we approach substantial completion of our plant. We may also be subject to regulatory oversight from the EPA. Currently, the EPA’s statutes and rules do not require us to obtain separate EPA approval in connection with the construction and operation of the proposed plant. Nebraska is authorized to enforce the EPA’s federal emissions program. However, the EPA does retain authority to take action if it decides that Nebraska is not correctly enforcing its emissions program. Additionally, environmental laws and regulations, both at the federal and state level, are subject to change, and changes can be made retroactively. Consequently, even though we have the proper permits at the present time, we may be required to invest or spend considerable resources to comply with future environmental regulations or new or modified interpretations of those regulations to the detriment of our financial performance.

Environmental Permits Obtained as of the Date of this Report

• Minor construction permit for air emissions

• State Archeological and Endangered Species Research and approval from the United States Department of Interior, Fish and Wildlife Service

• Above Ground Storage Tank Permit

• Waste Water National Pollutant Discharge Elimination System Permits (NPDES Permit)

Environmental Permits and Plans to be in Place Prior to the Start of Operations

• Industrial Storm Water Discharge Permit and Storm Water Pollution Prevention Program (General NPDES Permits)

• Spill Prevention, Control, and Countermeasures Plan

• Risk Management Plan

• Alcohol Fuel Producer’s Permit

There are a number of additional environmental standards which may effect the construction and operation of the plant going forward. The Prevention of Significant Deterioration (“PSD”) regulation creates more stringent and complicated permit review procedures for construction permits. It is possible, but not expected, that the plant may exceed applicable PSD levels for NOx, CO, and VOCs. The plant will also be subject to New Source Performance Standards for both the plant’s distillation processes and the storage of volatile organic compounds used in the denaturing process. These duties include initial notification, emissions limits, compliance, monitoring requirements, and record keeping requirements. Even if we receive all Nebraska environmental permits for our plant, we will also be subject to oversight activities by the EPA. There is always a risk that the EPA may enforce certain rules and regulations differently than Nebraska’s environmental administrators. Nebraska or EPA rules and regulations are subject to change, and any such changes may result in greater regulatory burdens.

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Trends and Uncertainties Impacting the Ethanol Industry and Our Future Operations

If we are able to build the plant and begin operations, we will be subject to industry-wide factors that affect our operating and financial performance. These factors include, but are not limited to, the available supply and cost of corn from which our ethanol and distillers grains will be processed; the cost of natural gas, which we will use in the production process; dependence on our ethanol marketer and distillers grains marketer to market and distribute our products; the intensely competitive nature of the ethanol industry; possible changes in legislation at the federal, state and/or local level; possible changes in federal ethanol tax incentives and the cost of complying with extensive environmental laws that regulate our industry.

We expect ethanol sales to constitute the bulk of our future revenues. In the past few years, ethanol prices have been much higher than their 10 year average. Increased demand, firm crude oil and gas markets, public acceptance, and positive political signals all contributed to the increase in ethanol prices. However, due to recent swings in crude oil prices, a recent decline in the price of ethanol, and increased prices of corn, our profit margins may not be as high as they have been in the industry over the past few years once we are operational. In addition, due to the anticipated increase in the supply of ethanol from new ethanol plants scheduled to begin production and the expansion of current plants, we believe current price levels are subject to downward pressure.

The total domestic production of ethanol is at an all time high. According to the Renewable Fuels Association, as of April 25, 2007, there are 116 operational ethanol plants nationwide that have the capacity to produce approximately 5.91 billion gallons annually. In addition, there are 81 ethanol plants and 8 expansions under construction, which when operational are expected to produce approximately another 6.6 billion gallons of ethanol annually. A greater supply of ethanol on the market from other plants could reduce the price we are able to charge for our ethanol. This would have a negative impact on our future revenues once we become operational.

The U.S. Senate passed the Energy Policy Act of 2005 on July 29, 2005, following approval of the bill by the U.S. House of Representatives on July 28, 2005. President George W. Bush signed the bill into law on August 8, 2005. The Energy Policy Act of 2005 includes various provisions that are expected to favorably impact the ethanol industry by enhancing both the production and use of ethanol. It created of a 7.5 billion gallon renewable fuels standard (RFS). The RFS is a national flexible program that promotes ethanol production while allowing refiners to use renewable fuel blends in those areas where it is most cost-effective rather than setting requirements for ethanol use in any particular area or state. The RFS began at 4 billion gallons in 2006, and increases to 7.5 billion gallons by 2012. The RFS has encouraged new production and is expected to lead to about $6 billion in new investment in ethanol plants across the country. An increase in the number of new plants will bring an increase in the supply of ethanol. Due to the anticipated increase in the supply of ethanol from new ethanol plants scheduled to begin production and the expansion of current plants, we believe current price levels are subject to downward pressure. In addition, because the RFS begins at 4 billion gallons in 2006 and national production exceeded this amount, there could be a short-term oversupply. This could have an adverse effect on our future earnings.

The Energy Policy Act of 2005 also amended the definition of “small ethanol producer” to increase the size of the plant eligible for the small producer tax credit from 30 million gallons per year to 60 million gallons per year. Small ethanol producers are allowed a 10-cent per gallon production income tax credit on up to 15 million gallons of production annually. The tax credit is capped at $1.5 million per year per producer. The credit is effective for taxable years ending after the date of enactment through 2010. Since we expect to now qualify as a small ethanol producer under the Act, we expect to be eligible for this tax credit this taxable year and to pass this credit on to our members.

The Energy Policy Act of 2005 also created a new credit that permits taxpayers to claim a 30% credit (up to $30,000) for the cost of installing clean-fuel vehicle refueling equipment, such as an E85 fuel pump, to be used in a trade or business of the taxpayer or installed at the principal residence of the taxpayer. Under the provision, clean fuels are any fuel, at least 85% of the volume of which consists of ethanol, natural gas, compressed natural gas, liquefied natural gas, liquefied petroleum gas, or hydrogen and any mixture of diesel fuel and biodiesel containing at least 20% biodiesel. The provision is effective for equipment placed in service after December 31, 2005, and before January 1, 2010. While it is unclear how this credit will affect the demand for ethanol in the short term, we expect it will help raise consumer awareness of alternative sources of fuel and could positively impact future demand for ethanol.

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On January 4, 2007, the BioFuels Security Act legislation, known as Senate bill 23, sponsored by Tom Harkin and Richard Lugar, among others, was reintroduced during the 110^th Congress. The legislation would accelerate the current renewable fuels standard by requiring 10 billion gallons of renewable fuels to be used by 2010, 30 billion gallons by 2020 and 60 billion gallons by 2030. Other provisions would require additional E85 pumps at branded gasoline stations, increased use of alternative fuels in the federal fleet and an increase in the percentage of flex fuel vehicles produced. The Senate bill has been referred to the Senate Commerce Committee and the corresponding bill in the House of Representatives (H.R. 559) has been referred to the committees on Energy and Commerce, Oversight and Government Reform and the Judiciary Committee. A similar piece of legislation passed the Senate Committee on Energy and Natural Resources on May 2, 2007. This legislation would increase the RFS to 36 billion gallons of renewable fuels to be used by 2022. Beginning in 2016, the legislation would also require that a growing percentage of the RFS requirement be met with cellulosic ethanol, resulting in at least 21 billion gallons of cellulosic ethanol usage by 2022, and also would place a limit on the amount of corn-based ethanol that can be counted towards the RFS requirement to no more than 15 billion gallons per year. These pieces of legislation have not been signed into law, and there is no certainty that they will be passed. In addition, there is no certainty that these pieces of legislation, if passed, would provide any benefit to us or to the industry as a whole.

Ethanol production is also expanding internationally. Ethanol produced or processed in certain countries in Central America and the Caribbean region is eligible for tariff reduction or elimination upon importation to the United States under a program known as the Caribbean Basin Initiative. Large ethanol producers, such as Cargill, have expressed interest in building dehydration plants in participating Caribbean Basin countries, such as El Salvador, which would convert ethanol into fuel-grade ethanol for shipment to the United States. Ethanol imported from Caribbean Basin countries may be a less expensive alternative to domestically produced ethanol and may affect our ability to sell our ethanol profitably. Reduction or elimination of tariffs on imported ethanol into our country could have a significant effect on our business.

Technology Developments

A new technology has recently been introduced, to remove corn oil from concentrated thin stillage (a by-product of “dry milling” ethanol processing facilities) which would be used as an animal feed supplement or possibly as an input for biodiesel production. Although the recovery of oil from the thin stillage may be economically feasible, it fails to produce the advantages of removing the oil prior to the fermentation process. The FWS Group of Companies, headquartered in Canada with offices in the United States, is currently working on a starch separation technology that would economically separate a corn kernel into its main components. The process removes the germ, pericarp and tip of the kernel leaving only the endosperm of the corn kernel for the production of ethanol. This technology has the capability to reduce drying costs and the loading of volatile organic compounds. The separated germ would also be available through this process for other uses such as high oil feeds or biodiesel production. Each of these new technologies is currently in its early stages of development. There is no guarantee that either technology will be successful or that we will be able to implement the technology in our ethanol plant.

Trends and Uncertainties Impacting the Corn and Natural Gas Markets and Our Future Cost of Goods Sold

We expect our future cost of goods sold will consist primarily of costs relating to the corn and natural gas supplies necessary to produce ethanol and distillers grains for sale. As of April 10, 2007, the United States Department of Agriculture has estimated the 2006 corn crop at approximately 10.5 billion bushels, the third largest corn crop on record. Despite the large 2006 corn crop, corn prices have increased sharply since August 2006 and we expect corn prices to remain at historically high price levels well into 2007. The rise in corn prices has motivated farmers to plant additional acres of corn in 2007, which has helped to offset the upward pressure on the price of corn. However, those acres of corn have not yet been planted and actual corn production is contingent upon many factors over which we have little control. Current market trends show that U.S. corn prices are currently averaging about $3.50 per bushel.

Generally, higher corn prices will produce lower profit margins. Grain prices are primarily dependent on world feedstuffs supply and demand and on U.S. and global corn crop production, which can be volatile as a result of a number of factors, the most important of which are weather, current and anticipated stocks and prices, export prices and supports and the government’s current and anticipated agricultural policy. The price at which we will purchase corn will depend on prevailing market prices. There is no assurance that a shortage will not develop, particularly with other area ethanol plants competing for corn, an extended drought or other production problems. Because the market price of ethanol is not related to grain prices, ethanol producers are generally not able to compensate for increases in the cost of grain feedstock through adjustments in prices charged for their ethanol. We, therefore, anticipate that our plant’s profitability will be negatively impacted during periods of high corn prices. However, we are building additional grain storage silos on our site, which will enable us to increase the percentage of corn purchased directly from local producers rather than purchasing through the commercial industry. This will lower our costs for corn procurement and we also expect that our usage of local producer corn will yield more gallons of ethanol per bushel due to fewer quality concerns with producer corn.

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We have hired a Commodities Manager to ensure the consistent scheduling of corn deliveries and to establish and fill forward contracts. The Commodities Manager will utilize forward contracting and hedging strategies, including certain derivative instruments such as futures and option contracts, to manage our commodity risk exposure and optimize finished product pricing on our behalf. We anticipate that most of our grain will be acquired in this manner. Forward contracts allow us to purchase corn for future delivery at fixed prices without using the futures market. The corn futures market allows us to trade in standard units of corn for delivery at specific times in the future. Option contracts consist of call options (options to purchase a fixed amount of a commodity) and put options (options to sell a fixed amount of a commodity). We expect to use a combination of these derivative instruments in our hedging strategies to help guard against corn price volatility. Hedging means protecting the price at which we buy corn and the price at which we will sell our products in the future. It is a way to attempt to reduce the risk caused by price fluctuation. The effectiveness of such hedging activities will depend on, among other things, the cost of corn and our ability to sell enough ethanol and distillers grains to use all of the corn subject to futures and option contracts we have purchased as part of our hedging strategy. Although we will attempt to link hedging activities to sales plans and pricing activities, such hedging activities themselves can result in additional costs because price movements in corn contracts are highly volatile and are influenced by many factors that are beyond our control. We may incur such costs and they may be significant.

Natural gas is also an important input commodity to our manufacturing process. We estimate that our natural gas usage will be approximately 10% to 15% of our annual total production cost. We intend to market our wet or dried distillers grains to our local market. For our dried distillers grains, we plan to use natural gas to dry the grain product to a moisture content at which they can be stored for long periods of time, and can be transported greater distances. Dried distillers grains have a much broader market base, including the western cattle feedlots, and the dairies of California and Florida. Recently, the price of natural gas has risen along with other energy sources. Natural gas prices are considerably higher than the 10-year average. Any ongoing increases in the price of natural gas will increase our cost of production and may negatively impact our future profit margins.

Operating Expenses

When the ethanol plant nears completion, we expect to incur various operating expenses, such as supplies, utilities and salaries for administration and production personnel. Along with operating expenses, we anticipate that we will have significant expenses relating to financing and interest. We have allocated funds in our budget for these expenses, but cannot assure that the funds allocated will be sufficient to cover these expenses. We may need additional funding to cover these costs if sufficient funds are not available or if costs are higher than expected.

Liquidity and Capital Resources

Estimated Sources of Funds

The following schedule sets forth our current sources of funds to capitalize the construction and start-up of operations of the ethanol plant to be located near Adams, Nebraska.

Sources of
Funds			Percent
Offering Proceeds (1)	$	49,390,000		43.67	%
Seed Capital Proceeds (2)	$	970,000		0.86	%
Senior Debt Financing (3)	$	49,500,000		43.76	%
Revolving Line of Credit (4)	$	10,000,000		8.84	%
Estimated Tax Increment Financing (5)	$	3,000,000		2.65	%
Interest on Escrow (6)		244,000		0.22	%
Total Sources of Funds	$	113,104,000		100.00	%

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(1)	We currently have funds from investors for approximately $49,390,000.
(2)	We have issued a total of 194 units to our seed capital investors at a price of $5,000 per unit in our private placement in exchange for proceeds of $970,000.
(3)	We currently have entered into a definitive loan agreement with a senior lender for debt financing in the amount of $49,500,000.
(4)	In addition to our debt financing of $49,500,000, we also have a $10,000,000 revolving line of credit with our senior lender.
(5)	We have entered into a Redevelopment Contract with the Village of Adams for the redevelopment of our plant site. The Village will issue some form of TIF indebtedness to assist the Company in the costs of redeveloping the site.
(6)	We earned approximately $244,000 in interest on our escrow account containing the offering proceeds prior to their release from escrow.

Estimated Use of Proceeds

We expect the project to cost approximately $103,100,000 to complete. The following table reflects our estimate of costs and expenditures, as of the date of this report, for the ethanol plant we are building near Adams, Nebraska. These estimates are based on discussions with Fagen, Inc., ICM Inc., our lenders and management research. The following figures are intended to be estimates only, and the actual use of funds may vary significantly from the descriptions given below due to a variety of factors described elsewhere in this report. As the project progresses, any material changes will be reflected in a new budget.

Use of Proceeds	Amount			Percent of Total
Plant construction	$	65,900,000	(1)		63.92	%
Road and ditch construction costs		750,000			0.73	%
Land cost		1,100,000			1.06	%
Site development costs		5,278,000			5.12	%
Construction contingency		3,600,000			3.50	%
Construction performance bond		500,000			0.48	%
Construction insurance costs		120,000			0.12	%
Administrative building		400,000			0.39	%
Office equipment		75,000			0.07	%
Computers, Software, Network		150,000			0.15	%
Rail infrastructure		3,594,750			3.49	%
Rolling stock		515,000			0.50	%
Fire Protection / Water Supply		3,180,000			3.08	%
Water treatment system		1,500,000			1.45	%
Capitalized interest		2,000,000			1.94	%
Facility for Additional Grain Storage		3,000,000			2.91	%
Start up costs:
Financing costs		506,250			0.49	%
Organization costs		1,300,000			1.26	%
Pre production period costs		1,345,000			1.30	%
Inventory – working capital		3,000,000			2.91	%
Inventory – corn		2,000,000			1.94	%
Inventory – chemicals and ingredients		150,000			0.15	%

22

Use of Proceeds	Amount		Percent of Total
Inventory – work in process — Ethanol		1,500,000		1.45	%
Inventory – work in process — DDGS		500,000		0.48	%
Inventory spare parts – process equipment		750,000		0.73	%
Operating costs:
Office labor, expense and equipment		165,000		0.16	%
Telephone, Internet, Postage service		25,500		0.03	%
Directors Expense		30,000		0.03	%
Payroll Tax		17,000		0.02	%
Accounting and Legal Fees		55,000		0.05	%
Insurance– D & O and Operations		70,000		0.07	%
Miscellaneous		23,500		0.02	%
Total	$	103,100,000		100.00	%

(1) Our original Contract Price with Fagen, Inc. was approximately $65,900,000. This was increased in October, 2006, to approximately $67,500,000, based on the increase in the Construction Cost Index (“CCI”) as of October 2006 compared to our baseline index as of April 2006. Subsequent to the increase based on the CCI, the Contract Price has been increased to approximately $67,860,000 due to change orders agreed to by both Fagen, Inc. and E Energy Adams. We anticipate that our Construction Contingency will cover the increase to the Contract Price.

Quarterly Financial Results for Fiscal Quarter Ended March 31, 2007

As of March 31, 2007, we have total assets of approximately $58,626,000 consisting primarily of cash, cash equivalents, land and construction in progress. We have current liabilities of approximately $10,626,000 consisting primarily of accounts payable. Total members’ equity as of March 31, 2007, was approximately $48,000,000. Since our inception, we have generated no revenue from operations. For the three months ended March 31, 2007, we had a net loss of approximately $1,257,000. For the period from inception to March 31, 2007, we had a net loss of approximately $1,957,000, primarily due to start-up business costs.

Employees

Prior to commencement of operations, we intend to hire approximately 40 full-time employees. Approximately fifteen of our employees will be involved primarily in management and administration and the remainder will be involved primarily in plant operations.

23

The following table represents some of the anticipated positions within the plant and the minimum number of individuals we expect will be full-time personnel:

	# Full-Time
Position	Personnel
CEO		1
CFO		1
Plant Manager		1
Commodities Manager		1
Production Manager		1
EHS Manager		1
Human Resource Manager		1
Purchasing Agent/Planner Scheduler		1
Accounting/Clerical		4
Lab Manager		1
Lab Technician		1
Maintenance Manager		1
Maintenance Technicians		3
Material Handlers		3
Commodity Department Staff		3
Plant Operators/Shift Supervisors		16
TOTAL		40

The positions, titles, job responsibilities and number allocated to each position may differ when we begin to employ individuals for each position. As of the date of this report, we have hired nine employees, including our CEO, CFO, Human Resources Manager, Plant Manager, Commodities Manager, Production Manager, Commodity Originator, and two accounting staff personnel. We entered into an Employment Agreement on March 19, 2007, to hire Mr. Larry Brees for the position of Chief Financial Officer (“CFO”). We also entered into an Employment Agreement on April 16, 2007 to hire Mr. Carl Sitzmann for the position of Chief Executive Officer (“CEO”).

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Item 3. Controls and Procedures

Our management, including our Chief Executive Officer (the principal executive officer), Carl D. Sitzmann, along with our Chief Financial Officer, Larry G. Brees, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2007. Based upon this review and evaluation, these officers believe that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.

Our management, consisting of our Chief Executive Officer and our Chief Financial Officer, have reviewed and evaluated any changes in our internal control over financial reporting that occurred as of March 31, 2007, and there has been no change that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

24

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the time period beginning with E Energy Adams’ formation on March 25, 2005 and ending on May 31, 2005, we raised $970,000 in seed capital through a private placement. We issued a total of 194 units to our seed capital investors at a price of $5,000 per unit. Our seed capital private placement was made directly by us without use of an underwriter or placement agent and without payment of commissions or other remuneration.

Our private placement was made under the registration exemption provided for in Section 4(2) of the Securities Act and Rule 504 of Regulation D. With respect to the exemption, neither we, nor any person acting on our behalf, offered or sold the securities by means of any form of general solicitation or advertising. Prior to making any offer or sale, we had reasonable grounds to believe and believed that each prospective investor was capable of evaluating the merits and risks of the investment and were able to bear the economic risk of the investment. Each purchaser represented in writing that the securities were being acquired for investment for such purchaser’s own account and agreed that the securities would not be sold without registration under the Securities Act or exemption therefrom. Each purchaser agreed that a legend was placed on each certificate evidencing the securities stating the securities have not been registered under the Securities Act and setting forth restrictions on their transferability.

We filed a Registration Statement for an initial public offering of our units with the Securities and Exchange Commission on Form SB-2 (SEC Registration No. 333-128902), which was declared effective on May 15, 2006. We commenced our initial public offering of our units shortly thereafter. Certain of our officers and directors offered and sold the units on a best efforts basis without the assistance of an underwriter. We did not pay these officers or directors any compensation for services related to the offer or sale of the units.

We registered a total of 5,810 units at $10,000 per unit for an aggregate maximum gross offering price of $58,100,000. As of the date of this report, we have issued 4,939 units, for an aggregate amount of $49,390,000. Our units are subject to transfer restrictions under our operating agreement and by applicable tax and securities laws. Except for transfers in limited circumstances, such as a transfer made without consideration to or in trust for an investor’s descendants or spouse or involuntary transfers by operation of law, members will not be able to transfers their units prior to the time that our ethanol plant is substantially operational. Once we begin substantial operations, transfers will still be subject to approval by our board and must be made in compliance with applicable tax and securities laws. As a result, investors will not be able to easily liquidate their investment in our company. Pursuant to our prospectus, all subscription payments from the offering were deposited in an escrow account. On August 11, 2006, we met the conditions to breaking escrow and received our offering proceeds at that time. We closed the offering on February 23, 2007.

The following is a breakdown of units registered and units sold in the offering as of March 31, 2007:

Amount	Aggregate price of the amount				Aggregate price of the
Registered	registered		Amount Sold		amount sold
5,800	$	58,000,000		4,939	$	49,390,000

25

Our total expense related to the registration and issuance of these units was approximately $402,600, which was netted against the offering proceeds when the units were issued and the offering proceeds were released from escrow in August 2006. All of these expenses were direct or indirect payments to unrelated parties. Our net offering proceeds, including the $970,000 we raised in seed capital, after deduction of expenses were approximately $49,957,000. The following table describes our approximate use of net offering proceeds from the date of effectiveness of our registration statement (May 15, 2006) through our quarter ended March 31, 2007:

Plant Construction(1)	$	36,014,000
Financing Costs(2)	$	374,000
Real Estate Purchases and Land Improvements(3)	$	1,438,000
Repayment of Indebtedness(4)	$	2,000,000
Other Expenses(5)	$	816,000
Total	$	40,642,000

(1)	This includes approximate expenses incurred as of December 31, 2006 for plant construction, rail infrastructure construction, and natural gas pipeline construction and maintenance and other miscellaneous equipment and construction costs.
(2)	We incurred approximately $374,000 in a bank commitment fee for our senior debt financing.
(3)	We have paid approximately $1,438,000 to purchase and improve the real estate for our plant site.
(4)	We incurred approximately $2,000,000 for the repayment of our bridge loan.
(5)	This includes payments to directors Bill Riechers and Jack Alderman, and former director Everett Larson pursuant to consulting agreements entered into between the forgoing individuals and E Energy Adams.

All of the foregoing payments were direct or indirect payments to persons or entities other than our directors, officers, or unit holders owning 10% or more of our units, except for the payments to Bill Riechers, Jack Alderman and Everett Larson.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are incorporated by reference in this report:

Exhibit			Method of
No.		Description	Filing
	10.20	Spur Track Construction Agreement between Kelly Hill and E Energy Adams, LLC, dated March 23, 2007	*
	10.24	Second Amendment to Credit Agreement between Farm Credit Services of America and E Energy Adams, LLC, dated March 8, 2007.	*
	31.1	Certificate pursuant to 17 CFR 240 15d-14(a)	*
	31.2	Certificate pursuant to 17 CFR 240 15d-14(a)	*
	32.1	Certificate pursuant to 18 U.S.C. Section 1350	*
	32.2	Certificate pursuant to 18 U.S.C. Section 1350	*

(*) Filed herewith.

26

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	E ENERGY ADAMS, LLC
Date: May 15, 2007	/s/ Carl D. Sitzmann
	Carl D. Sitzmann
	Chief Executive Officer

Date: May 15, 2007	/s/ Larry G. Brees
	Larry G. Brees
	Chief Financial Officer

27

EX-10.20

Exhibit 10.20

AGREEMENT

THIS AGREEMENT is by and between E ENERGY ADAMS, LLC (hereinafter called OWNER) and Kelly-Hill Company (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:

ARTICLE 1— WORK

1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows:

Spur Track For Ethanol Plant at Adams, NE

ARTICLE 2 — THE PROJECT

2.01 The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows:

Ethanol Facility at Adams, NE

ARTICLE 3 — ENGINEER

3.01 The Project has been designed by

ANTIOCH International, Inc.
2540 South 221 Circle
Elkhorn, NE 68022

who is hereinafter called ENGINEER and who is to act as OWNER’S representative, assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents.

ARTICLE 4 — CONTRACT TIMES

4.01 Time of the Essence

A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract.

4.02 Dates for Substantial Completion and Final Payment

A. The Work will be substantially completed on or before August 1, 2007, and completed and ready for final payment in accordance with paragraph 14.07 of the General Conditions on or before August 15, 2007.

4.03 Liquidated Damages

A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 4.02 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty), CONTRACTOR shall pay OWNER $5,000.00 for each day that expires after the time specified in paragraph 4.02 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse, or fail to complete the remaining Work within the Contract Time or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER $1,000.00 for each day that expires after the time specified in paragraph 4.02 for completion and readiness for final payment until the Work is completed and ready for final payment.

A-1

ARTICLE 5 — CONTRACT PRICE

5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to paragraphs 5.01.A below:

A. For all Work, at the prices stated in CONTRACTOR’s Bid, attached hereto as an exhibit.

TOTAL OF ALL ESTIMATED PRICES: Three million five hundred sixteen thousand and no/100 dollars ($3,516,000.00)

As provided in paragraph 11.03 of the General Conditions, estimated quantities are not guaranteed, and determinations of actual quantities and classifications are to be made by ENGINEER as provided in paragraph 9.08 of the General Conditions. Unit prices have been computed as provided in paragraph 11.03 of the General Conditions.

ARTICLE 6 — PAYMENT PROCEDURES

6.01 Submittal and Processing of Payments

A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions.

6.02 Progress Payments; Retainage

A. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR’S Applications for Payment on or about the last day of each month during performance of the Work as provided in paragraphs 6.02.A.1 and 6.02.A.2 below. All such payments will be measured by the schedule of values established in paragraph 2.07.A of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Requirements:

1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER may determine or OWNER may withhold, in accordance with paragraph 14.02 of the General Conditions:

(a) 90% of Work completed (with the balance being retainage). If the Work has been 50% completed as determined by ENGINEER, and if the character and progress of the Work have been satisfactory to OWNER and ENGINEER, OWNER, on recommendation of ENGINEER, may determine that as long as the character and progress of the Work remain satisfactory to them, there will be no retainage on account of Work subsequently completed, in which case the remaining progress payments prior to Substantial Completion will be in an amount equal to 100% of the Work completed less the aggregate of payments previously made; and

(b) 90% of cost of materials and equipment not incorporated in the Work (with the balance being retainage).

2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 100% of the Work completed, less such amounts as ENGINEER shall determine in accordance with paragraph 14.02.B.5 of the General Conditions and less 100% of ENGINEER’s estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion.

A-2

6.03 Final Payment

A. Upon final completion and acceptance of the Work in accordance with paragraph 14.07 of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said paragraph 14.07.

ARTICLE 7— INTEREST

7.01 All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of 6% per annum.

ARTICLE 8 — CONTRACTOR’S REPRESENTATIONS

8.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations:

A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents.

B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work.

D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto.

E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents.

F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents.

G. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents.

H. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR.

I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

A-3

ARTICLE 9 — CONTRACT DOCUMENTS

9.01 Contents

A. The Contract Documents consist of the following:

1.	This Agreement (pages A-1 to A-7, inclusive);
2.	Performance Bond (pages 00610-1 to 00610-2, inclusive);
3.	Payment Bond (pages 00620-1 to 00620-2, inclusive);
4.	General Conditions (pages 00700-3 to 00700-42, inclusive);
5.	Supplementary Conditions (pages SC-1 to SC-3, inclusive);
6.	Specifications as listed in the table of contents of the Project Manual;
7.	Drawings consisting of a cover sheet and sheets numbered 1-19, 100-101, 200-203, 400-404, and 500-501, inclusive, with each sheet bearing the following general title: Spur Track for Ethanol Plant
8.	Addenda;
9.	Exhibits to this Agreement (enumerated as follows): None

10. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto:

a.	Written Amendments;
b.	Work Change Directives;
c.	Change Order(s)

B. The documents listed in paragraph 9.01.A are attached to this Agreement (except as expressly noted otherwise above).

C. There are no Contract Documents other than those listed above in this Article 9.

D. The Contract Documents may only be amended, modified, or supplemented as provided in paragraph 3.05 of the General Conditions.

ARTICLE 10 — MISCELLANEOUS

10.01 Terms

A. Terms used in this Agreement will have the meanings indicated in the General Conditions.

10.02 Assignment of Contract

A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

10.03 Successors and Assigns

A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.

10.04 Severability

A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

A-4

IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf.

This Agreement will be effective on ___3/23___, _2007___(which is the Effective Date of the Agreement).

OWNER:	CONTRACTOR:
/s/ Jack Alderman	Kelly-Hill Company
By:	/s/ Greg Wright
[CORPORATE SEAL]	[CORPORATE SEAL]
Attest	Attest
Address for giving notices:	Address for giving notices:
	P.O Box 681464
	Riverside, MO 64168
(If OWNER is a corporation, attach evidence of authority to sign. If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of OWNER-CONTRACTOR Agreement.)	License No.                                                           (where applicable)
	Agent for service of process:
	(If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign)
Designated Representative:		Designated Representative:
Name:		Name: Greg Wright
Title:	Title:	Vice President
Address:	Address: PO Box 681464
	Riverside, MO 64168
Phone:	Phone:	816-741-7727
Facsimile:	Facsimile:	816-587-4123

A-5

SUPPLEMENTARY CONDITIONS

These Supplementary Conditions amend or supplement the Standard General Conditions of the Construction Contract (No. 1910-8, 1996 Edition) and other provisions of the Construction Documents as indicated below. All provisions which are not so amended or supplemented remain in full force and effect.

The terms in these Supplementary Conditions will have the meaning indicated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings indicated below, which are applicable to both the singular and plural thereof.

SC 1. GC 2.02 — Copies of Documents. Paragraph A. isn amended to provide that OWNER shall furnish CONTRACTOR up to 2 copies of the Contract Documents.

SC 2. GC 5.04 — CONTRACTOR’S Liability Insurance. Add the following new paragraph immediately after paragraph 5.04.B:

C. The limits of liability for the insurance required by paragraph 5.04 of the General Conditions shall provide coverage for not less than the following amounts or greater where required by Laws and Regulations:

1. Workers’ Compensation and related coverage under paragraphs 5.04.A.1 and A.2 of the General Conditions:

a. State:	Statutory
b. Employer’s Liability:	$100,000/$500,000/$100,000

2. CONTRACTOR’S General Liability under paragraphs 5.04.A.3 through A.6 of the General Conditions which shall include completed product and operations coverage, and contractual liability coverage. Eliminate the exclusion with respect to property under the care, custody and control of CONTRACTOR:

a. General Aggregate:	$	2,000,000
b. Products- Completed Operations Aggregate:	$	2,000,000
c. Personal and Advertising Injury:	$	1,000,000
d. Each Occurrence (Bodily Injury and Property Damage):	$	1,000,000
e. Property Damage liability insurance will provide Explosion, Collapse and Underground coverage where applicable.
f. Excess and Umbrella Liability	$	5,000,000

3. Automobile Liability under paragraph 5.04.A.6 of the General Conditions:

a. Combined Single Limit Each Accident For Bodily Injury & Property Damage $ 1,000,000

SC-1

4. (DELETED)

5. Other persons or entities to be included on policy as additional insureds:

a. E Energy Adams, LLC

b. ANTIOCH International, Inc. Employer’s Liability:

6. RAILROAD Protective Liability Insurance is not required.

SC 3. GC 6.02 — Labor: Working Hours. Paragraph 6.02.B is amended to provide that normal working hours are considered to be daylight hours, Monday through Friday (holidays excepted). The work performed shall be paid at the prices stated in the Bid Form regardless of the work hours approved by the OWNER.

SC 4. GC 6.11 — Use of Site and Other Areas. Amend paragraph 6.11.A.1 to include the following:

The limits of OWNER’S property are shown on the plans. CONTRACTOR shall coordinate with OWNER to determine the areas of the property available for materials and equipment storage during performance of the Work.

SC 5. GC 7.01— Related Work at Site

Add paragraph D as follows:

The following work shall be performed by others concurrent with the CONTRACTOR’S Work described in the Contract Documents. The CONTRACTOR shall conduct its Work so as not to interfere with or hinder the progress or completion of the work being performed by others. The CONTRACTOR shall assume responsibility to protect its Work due to the presence and operations of others working within the limits of the Project.

• Grading, culverts and subballast by OWNER to be completed by March 1, 2007.

• Construct ethanol and DDGS product loadout facilities by OWNER to be completed by April 2, 2007.

• Two natural gas pipeline encasements at Sta. 46+00 by Kinder Morgan to be completed by March 1, 2007.

• Installation of two #1-136 # main line turnouts to 14’ clearance point by BNSF to be completed by March 1, 2007.

CONTRACTOR shall not enter or occupy RAILROAD property unless it is for the purpose of performing the Work. RAILROAD property is not available for materials or equipment storage, or as an access road during the Work without RAILROAD approval. If required when working on RAILROAD property, a RAILROAD flagman shall be present, the cost of which shall be borne by OWNER. CONTRACTOR shall give ENGINEER ten (10) days notice before entering RAILROAD property to allow for scheduling the RAILROAD flagman, and the required RAILROAD safety meeting for CONTRACTOR’S personnel. Each of the CONTRACTOR’S personnel working on RAILROAD property shall attend a safety meeting conducted by RAILROAD prior to commencing with the work. Personnel not attending the safety meeting will not be allowed on RAILROAD property.

SC 6. OWNER—furnished materials: NONE.

SC 7. GC 13.03 — Tests and Inspections. Paragraph 13.03.B is amended to provide that upon notice to the ENGINEER, the CONTRACTOR shall allow 7 days for RAILROAD to inspect the work. The Work shall not be deemed acceptable until the Work has been inspected, approved and accepted by RAILROAD. Costs of inspections of the Work by RAILROAD shall be borne by OWNER. Rejection of the WORK by RAILROAD shall require CONTRACTOR to remedy the defects making the work acceptable to RAILROAD prior to the date of Substantial Completion.

SC-2

SC 8. GC 14.02 — Payment Becomes Due. Paragraph 14.02.C.1 is amended to provide that payments to CONTRACTOR shall be due within 30 days after receiving ENGINEER’S recommendation for the Application For Payment.

SC9. Plan Quantities. The track lengths shown on the plans are measured from points of switches, and include the lengths of the turnouts. It is Bidder’s responsibility to determine the proper quantities of track materials and provide all materials not being furnished by OWNER to construct a complete facility ready for OWNER’S use by the date of Substantial Completion.

SC10. The successful binder will be required to comply with the safety procedures of Fagen, Inc., the project site manager. Failure to comply with Fagen, Inc. safety procedures during construction may result in dismissal of the employee or company from the construction site until safety procedures are met. All current OSHA regulation that currently is in place shall be followed. It will be up to each individual contractor to make sure they are in compliance with the safety rules. Some of the rules that need to be in place or to be followed are as follows:

1.	Drug Tests: The company drug policy must be adhered to at all times. A drug test for each individual must be obtained and the results turned over to Fagen, Inc.
2.	Personal Protective Equipment (PPE): Hard hats, safety glasses, safety-toed shoes, long pants, and shirts with sleeves must be worn at all times.
3.	Daily Safety Meeting: A signed sheet by each individual with the topic covered and the person in attendance will serve as a sign-in sheet for each person. Sheets will be provided and collected daily. One person from each company must sign out each person at the end of the shift at the Fagen, Inc. trailer.
4.	Housekeeping: Sites must be cleaned up at the end of the shift. Scraps of wood, loose paper, etc. are examples of daily cleaning. Dumpsters are not provided for clean up. The CONTRACTOR must provide one, if needed.
5.	Portable restrooms for your workers must be provided by the CONTRACTOR.
6.	A four-hour safety class provided by Fagen, Inc. must be attended one time prior to starting work at the site. The CONTRACTOR’S safety book must be submitted to Fagen, Inc. or the Fagen, Inc. safety book must be adopted by the CONTRACTOR.

SC11. Warranty: CONTRACTOR shall warranty its Work against defects in materials and workmanship for a period of one (1) year following final inspection and acceptance of the Work by RAILROAD. Should defects be found within the warranty period, CONTRACTOR shall immediately repair the Work as a matter of great urgency to avoid suspending OWNER’S use of its facility. The costs to mobilize to OWNER’S facility, supply replacement materials and perform the warranty work shall be borne by CONTRACTOR.

SC12. Substantial Completion. Article 4 — Contract Times of the Agreement is amended to include acceptance of the Work by Railroad as a requirement for Substantial Completion.

SC13. GC15.04 — CONTRACTOR’S Termination. CONTRACTOR may not suspend work or terminate this Agreement if there is a dispute of payment and OWNER has paid CONTRACTOR all undisputed amounts.

END

SC-3

BID FORM

PROJECT IDENTIFICATION:

E Energy Adams, LLC

CONTRACT IDENTIFICATION AND NUMBER:

Spur track for ethanol plant at Adams, NE

THIS BID IS SUBMITTED TO:

E Energy Adams, LLC, 510 Main Street, P. O. Box 49, Adams, NE 68301

1.01 The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement with OWNER in the form included in the Bidding Documents to perform all Work as specified or indicated in the Bidding Documents for the prices and within the times indicated in this Bid and in accordance with the other terms and conditions of the Bidding Documents.

2.01 Bidder accepts all of the terms and conditions of the Invitation to Bid and Instructions to Bidders, including without limitation those dealing with the disposition of Bid security. The Bid will remain subject to acceptance for 60 days after the Bid opening, or for such longer period of time that Bidder may agree to in writing upon request of OWNER.

3.01 In submitting this Bid, Bidder represents, as set forth in the Agreement, that:

A. Bidder has examined and carefully studied the Bidding Documents, the other related data identified in the Bidding Documents, and the following Addenda, receipt of all which is hereby acknowledged.

Addendum No. Addendum Date

B. Bidder has visited the Site and become familiar with and is satisfied as to the general, local and Site conditions that may affect cost, progress, and performance of the Work.

C. Bidder is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress and performance of the Work.

D. Bidder has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified in the Supplementary Conditions as provided in paragraph 4.02 of the General Conditions, and (2) reports and drawings of a Hazardous Environmental Condition, if any, which has been identified in the Supplementary Conditions as provided in paragraph 4.06 of the General Conditions.

E. Bidder has obtained and carefully studied (or assumes responsibility for having done so) all additional or supplementary examinations, investigations, explorations, tests, studies and data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by Bidder, including applying the specific means, methods, techniques, sequences, and procedures of construction expressly required by the Bidding Documents to be employed by Bidder, and safety precautions and programs incident thereto.

F. Bidder does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the determination of this Bid for performance of the Work at the price(s) bid and within the times and in accordance with the other terms and conditions of the Bidding Documents.

G. Bidder is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Bidding Documents.

H. Bidder has correlated the information known to Bidder, information and observations obtained from visits to the Site, reports and drawings identified in the Bidding Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Bidding Documents.

I. Bidder has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that Bidder has discovered in the Bidding Documents, and the written resolution thereof by ENGINEER is acceptable to Bidder.

J. The Bidding Documents are generally sufficient to indicate and convey understanding of all terms and conditions for the performance of the Work for which this Bid is submitted.

4.01 Bidder further represents that this Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; Bidder has not solicited or induced any individual or entity to refrain from bidding; and Bidder has not sought by collusion to obtain for itself any advantage over any other Bidder or over OWNER.

SUBCONTRACTOR NAME: SUBCONTRACTED WORK:

5.01 Bidder will complete the Work in accordance with the Contract Documents for the following price:

LUMP SUM BID PRICE:	(Figures)
(Words)

A. Unit Prices for Additional Work:

For additional work ordered by OWNER, and not for determining the Lump Sum Bid Price, the following Unit Prices shall be used to determine the change in Contract Price. Unit Prices have been computed in accordance with paragraph 11.03.B of the General Conditions.

ITEM	DESCRIPTION	UNIT	UNIT COST
	TRACK WORK
1	No. 11 Turnout (Size:                     )	EACH	$
	Unit Cost includes furnishing and installing all materials including switch stand and ballast walkways per plans and specifications.
2	Track (Size:                     )	TF	$
	Unit Cost includes furnishing and installing rail, ties, OTM and ballast including surfacing and lining per plans and specifications. Indicate cross tie material (wood, steel, concrete).

6.01 Bidder agrees that the Work will be substantially complete on or before the dates shown in Article 4 of the Agreement, and in accordance with paragraph 14.07.B of the General Conditions.

6.02 Bidder accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the Work within the times specified above, which shall be stated in the Agreement.

7.01 The following documents are attached to and made a condition of this Bid: NONE.

8.01 The terms used in this Bid with initial capital letters have the meanings indicated in the Instructions to Bidders, the General Conditions, and the Supplementary Conditions.

SUBMITTED on                                                             .

Contractor’s State License No. (If applicable)

If Bidder is:

An Individual

Name: (typed or printed)
By:		(SEAL)
	(Individual’s signature)

Doing business as

Business address:

Phone No.: Fax No.:

A Partnership

Partnership Name: (SEAL)

By:
	(General Partner’s Signature – attach evidence of authority to sign)

Name (typed or printed):

Business address:

Phone No. Fax No.:

A Corporation

Corporation Name: (SEAL)

State of Incorporation:

Date of Qualification to do business:

Type (General Business, Professional, Service, Limited Liability):

By:
	(Signature—attach evidence of authority to sign)

Name typed or printed):

Title:
Attest:
	(Signature of Corporate Secretary)

Business address:

Phone No.: Fax No.

END

EX-10.24

Exhibit 10.24

Farm Credit Services of America

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (“Amendment”) is made and entered into effective the 8th day of May, 2007, by and between the undersigned (hereinafter referred to as “Borrower”) and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (hereinafter referred to as “Lender”) to amend and modify the Credit Agreement dated August 25, 2006 (hereinafter referred to as the “Credit Agreement”). The Credit Agreement and underlying Loan Documents are modified only to the extent necessary to give effect to the terms of this Amendment, and the remaining terms of said Loan Documents, not otherwise inconsistent herewith, are ratified by the parties. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

In consideration of the mutual agreements, provisions and covenants herein contained, and furthermore to induce Lender to consider financial accommodations for the Borrower under the terms and provisions of the Credit Agreement, the parties hereby agree as follows:

The following definition is added to Article 1:

‘Tax Increment Revenue Bonds’ shall mean those bonds to be issued pursuant to a redevelopment project with the Village of Adams, Nebraska.

Section 2.1 Credit Facility A is amended to limit Advances to $15,000,000.00 until Borrower has received additional equity capital of $3,000,000.00 through the sale of Tax Increment Revenue Bonds, or equity investment.

Section 2.2 Credit Facility B is amended to permit Borrower to immediately draw Advances, but Advances will be limited to $3,000,000.00 until Credit Facility A has been Advanced in its entirety.

Section 2.3 Credit Facility C is amended to read as follows:

Section 2.3 Credit Facility C. Lender agrees to advance sums to Borrower up to the amount of $10,000,000.00 (Maximum Principal Balance), until February 1, 2008 (Final Advancement Date). Each Advance made will reduce the funds available for future advances by the amount of the Advance. Repayments of principal will be available for subsequent Advances. The proceeds of said Loan will be used by Borrower for the financing of eligible inventory and receivables, and commodity hedging activity (Purpose) and Borrower agrees not to request or use such proceeds for any other purpose.

(a) Interest. Borrower hereby promises to pay interest on the principal indebtedness outstanding from time to time on each Advance from and including the date of such Advance and otherwise in accordance with statements issued by Lender. Interest shall be payable on the following dates, each such date an “Interest Payment Date”, provided that interest accruing at the Default Rate, if applicable, shall be payable on demand.

Said interest shall be payable on the 1^st day of each month at the following rate per annum.

Libor Rate Libor Rate interest shall accrue from the date of each Advance at a variable rate per annum equivalent to the Libor Short Term Index Rate plus 3.05% (the ‘Variable Rate’). Interest rate shall be adjusted higher or lower on May 15, 2007 and every month thereafter with any change in the Libor Rate and this higher or lower rate will thereafter apply to the outstanding principal indebtedness and remain in effect until a different rate of interest is established. The amount of any subsequent payments will be increased or decreased accordingly to reflect the different rate of interest without in any manner changing the due date of the payments. There is no limitation on the frequency or the amount of the change in the interest rate.

The Libor Short Term Index Rate is the three-month London InterBank Offered Rates in the London market based on the Libor rate published on the last business day of the month as published in the Wall Street Journal, rounded to the nearest 0.05%.

( b ) Principal. Borrower hereby promises to pay principal, plus all accrued interest and any unpaid fees, costs or expenses in full on February 1, 2008.

The following Sections are amended to read as follows:

Section 2.5.1 Origination Fee. Borrower agreed to pay Lender for structuring the Loan the fee set forth in the separate fee letter agreement executed by the Borrower and the Lender dated November 14, 2005. Borrower did receive credit towards any fees for any amounts previously paid to Lender.

Borrower agrees to pay Lender a $50,000.00 fee for re-structuring Credit Facility C which is due at execution of this Second Amendment to the Credit Agreement.

Section 2.5.3 Non-Use Fee. Borrower agrees to pay Lender an additional fee in the event that the average outstanding principal balance on Credit Facility B or Credit Facility C is less than the Maximum Available Principal Balance of said facilities. This fee will be equal to .5% per annum of the difference between the Maximum Available Principal Balance and the actual usage. The actual usage will be calculated as the average outstanding principal balance for each 3 month period beginning with the execution of this Second Amendment to the Credit Agreement for Credit Facility B and Credit Facility C (Beginning Dates). The fee shall be due and payable on the first calendar quarter following the Beginning Date and on the first of each quarter thereafter.

Section 3.3.8 Expenditure of Equity and Other Funds. Borrower has provided documentation acceptable to Lender evidencing Borrower’s expenditure of a minimum of $50,360,000.00 in equity, grants, seed capital with respect to the cost of land acquisition, construction costs, organization costs, financing costs, and pre-production period costs.

Section 3.2.11 Invested Equity. Borrower shall have provided Lender with evidence of funding from invested equity capital, non-repayable grants and tax increment financing of at least $50,360,000.00.

Section 6.7.2 Periodic Financial Statements. As soon as available, beginning with the month ending May 31, 2007, and in no event later than 30 days after the end of each month thereafter (excluding the last month of Borrower’s fiscal year) a consolidated balance sheet and consolidated income statement and for year-to-date since the last fiscal year end, such report certified complete and correct from a source acceptable to Lender.

Section 6.7.3 Additional Information. Such other information respecting the condition or operations, financial or otherwise of Borrower or such other information relating to Borrower as any Lender may from time to time reasonably request. Information to include, but not limited to, all commodity brokerage statements from commissioned risk management providers.

Section 6.7.4 Borrowing Base. The Borrower agrees to maintain a minimum margin between the value and advance rate of certain secured assets and the amount of certain liabilities (Borrowing Base). Said margin will be computed according to a revised Borrowing Base Report, an example of which is attached to the Second Amendment to the Credit Agreement dated May 8, 2007 as Exhibit D.

Borrower agrees to provide Lender with such Borrowing Base Report monthly (Reporting Period), or more often at the discretion of Lender, during the term of the Loan(s), commencing with the month ending May 31, 2007. Said Borrowing Base Report shall be dated the 1st day of the Reporting Period (Report Date) and reflect true and accurate inventory of Borrowing Base Assets and Borrowing Base Liabilities current through the end of the Reporting Period. Said Borrowing Base Report shall be completed by Borrower and provided to Lender no later than the 20th day following the Report Date, by ordinary mail or electronic transmission and shall be in default if not provided within 30 days after said Report Date.

THE TOTAL BORROWING BASE LIABILITIES SHALL NOT EXCEED THE BORROWING VALUE OF THE TOTAL BORROWING BASE ASSETS.

Upon receipt of the Borrowing Base Report, Lender will determine the Borrower’s credit availability based on the value of the inventory and assets owned by Borrower on each Report Date and whether Borrower is in compliance with their Borrowing Base. Should the total Borrowing Base Liabilities exceed the Borrowing value of Borrowing Base Assets, Borrower agrees to restore compliance with the Borrowing Base margin within 30 days from the Report Date and that during said restoration period Lender may advance credit to Borrower as Lender may deem adequate to protect its collateral. It is agreed that if Borrower cannot, or will not, reduce the Total Borrowing Base Liabilities to an amount equal to or less than the borrowing value of the Total Borrowing Base Assets within said restoration period, Lender may deem said failure to be a material breach of this Agreement and an Event of Default.

Section 6.10.1 Working Capital. Beginning with the month-end that is six months after Substantial Completion occurs, Borrower agrees to maintain working capital (current assets, plus the un-advanced portion of Loan Facility B minus current liabilities) of not less than $5,000,000.00, increasing to $5,500,000.00 at fiscal year end 2008 and thereafter.

Section 7.8 Indebtedness. The Borrower will not create, incur, assume, guaranty, permit or suffer to exist any indebtedness or otherwise become liable with respect to the obligations or liabilities of any person or entity except: indebtedness of Borrower arising under this Credit Agreement; indebtedness existing prior to the date of this Agreement that has been disclosed in writing to Lender; debt subordinated in form and substance reasonably acceptable to Lender; trade payables of Borrower incurred in the ordinary course of business; and except such additional debt obligations or total capitalized and/or operating lease obligations as may be listed herein or which do not exceed in the aggregate the sum of $1,000,000.00.

The following Sections are hereby added to the Credit Agreement:

Section 3.4.6 Additional Equity. Borrower’s receipt of an additional $3,000,000.00 of equity investment or bond revenue for Advances on Loan Facility A in excess of $15,000,000.00.

Section 6.7.5 Production Report. As soon as available, beginning with the month in which ethanol production commences, and in no event later than 30 days after the end of each month thereafter a report of all Borrower’s production of ethanol for that month and for year-to-date since the last fiscal year end, such report certified complete and correct from a source acceptable to Lender.

Section 6.7.6 Position Report. As soon as available, beginning with month ending May 31, 2007, and in no event later than 30 days after the end of each month thereafter, a Position Report for that month, such report certified complete and correct from a source acceptable to Lender.

Lender hereby waives any Default or Event of Default that may arise or may have arisen solely as a result of the Borrower’s failure to comply with the following described provisions in the Credit Agreement in connection with the execution of bond documents relating to the Tax Increment Revenue Bonds and notwithstanding anything to the contrary contained in the Credit Agreement, the Lender hereby consents to Borrower obtaining tax increment financing under agreements by which Borrower shall guaranty repayment of the bonds and provide subordinate liens in connection therewith. Sections 7.7, 7.8, 7.9 and 7.10 are accordingly amended to give effect to this consent.

Borrower hereby represents and warrants to the Lender that, after giving effect to this Amendment, (i) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents and (ii) the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

Borrower hereby ratifies the Credit Agreement and acknowledges and reaffirms (i) that it is bound by all terms of the Credit Agreement applicable to it and (ii) that it is responsible for the observance and full performance of its respective obligations.

Borrower hereby certifies that the person(s) executing this Amendment on behalf of Borrower is/are duly authorized to execute such document in behalf of Borrower and that there have been no changes in the name, ownership, control, organizational documents, or legal status of the Borrower since the last application, loan, or loan servicing action; that all resolutions, powers and authorities remain in full force and effect, and that the information provided by Borrower is and remains true and correct.

This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.

THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEBRASKA.

This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have set their hand effective the day and year first above written.

The Internal Revenue Service does not require your consent to any provision of this document other than the following certification required to avoid backup withholding. Under penalties of perjury, I/we certify that the Taxpayer Identification Number shown herein is correct and that I/we am/are not subject to backup withholding either because I/we are exempt, have not been notified that I/we are subject to backup withholding due to failure of reporting interest or dividends, or the Internal Revenue Service has notified me/us that I/we am/are no longer subject to backup withholding. I/we am/are a U.S. person (including U.S. resident alien):

        E Energy Adams, LLC             20-2627531

BORROWER:

E Energy Adams, LLC

By:	/s/ Jack L. Alderman
	Jack L. Alderman, President
By:	/s/ Dennis L. Boesiger
	Dennis L. Boesiger, Secretary

Address for Notice: 510 Main Street, Adams, NE 68301

LENDER:

Farm Credit Services of America, FLCA
Farm Credit Services of America, PCA

By:
	Shane Frahm, Vice President

Address for Notice: 5015 South 118^th Street, Omaha, NE 68137

Exhibit “D”

Seasonal Borrowing Base Report

E Energy Adams, LLC ¬ For Period Ending

For purposes hereof, ELIGIBLE INVENTORY shall mean inventory which: (a) is of a type shown below; (b) is owned by the borrower and not held by the borrower on consignment or similar basis; (c) is not subject to a lien except in favor of Farm Credit Services of America; (d) is in commercially marketable condition; and (e) is not deemed ineligible by Farm Credit Services of America. Furthermore, market price shall mean the commodity FOB at the plant. For purposes hereof, ELIGIBLE RECEIVABLES shall mean rights to payment for goods sold and delivered or for services rendered which: (a) are not subject to any dispute, set-off, or counterclaim; (b) are not owing by an account debtor that is subject to a bankruptcy, reorganization, receivership or like proceeding; (c) are not subject to a lien in favor of any third party, other than liens authorized by Farm Credit Services of America in writing; (d) are not owing by an account debtor that is owned or controlled by the borrower; (e) are not deemed ineligible by Farm CreditServices of America; and (f) are less than 10 days past due.

				Advance
Line	Type of Eligible Inventory	Amount/Price/Value		Rate			Collateral Value
1	Corn Inventory (bushels)
2	Corn Price (lower of cost or market- $/bu)
3	Corn Value (Line 1 x Line 2)	$	0.00		90	%	$	0.00
4	Less All Grain Payables (if applicable to above corn)				-100	%	$	0.00
5	DDGS Inventory (tons)
6	DDGS Price (market- $/ton)
7	DDGS Value (Line 5 x Line 6)	$	0.00		65	%	$	0.00
8	WDGS Inventory (tons)
9	WDGS Price (market- $/ton)
10	WDGS Value (Line 8 x Line 9)	$	0.00		65	%	$	0.00
11	Ethanol Inventory (gallon)
12	Ethanol Price (market- $/gallon)
13	Ethanol Value (Line 11 x Line 12)	$	0.00		75	%	$	0.00
14	Net Value of Commodity Account				95	%	$	0.00
	Type of Eligible Receivables
15	Ethanol Receivables less than 10 days Past Due				80	%	$	0.00
16	DDGS & WDGS Receivables less than 10 days Past Due				80	%	$	0.00
17		Total Borrowing Base —>					$	0.00
18	Less: Book Overdraft(s)				100	%	$	0.00
19	Less: Outstanding Balance of Loan(s)				100	%	$	0.00
20	Less: Issued Letters of Credit				100	%	$	0.00
21		Total Deducts (Lines 17+18+19) —>					$	0.00
22	EXCESS OR DEFICIT* (Line 16-Line 20) -->						$	0.00

* NOTE: If a deficit exists, funds must be remitted to Farm Credit Services of America within 5 business days of month end.

I HEREBY CERTIFY THAT TO THE BEST OF MY KNOWLEDGE THIS INFORMATION IS TRUE AND CORRECT.

Authorized Signature	Title	Date
Printed Name:

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO 17 CFR 240.15d-14(a)
(SECTION 302 CERTIFICATION)

I, Carl Sitzmann, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of E Energy Adams, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer, as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer, and have:

a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.

Date:	May 15, 2007	/s/ Carl Sitzmann
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO 17 CFR 240.15d-14(a)
(SECTION 302 CERTIFICATION)

I, Larry Brees, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of E Energy Adams, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer, as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer, and have:

a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.

Date:	May 15, 2007	/s/ Larry Brees
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-QSB of E Energy Adams, LLC (the “Company”) for the quarter ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl Sitzmann, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Carl Sitzmann

Chief Executive Officer

Dated: May 15, 2007

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-QSB of E Energy Adams, LLC (the “Company”) for the quarter ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Brees, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Larry Brees

Chief Financial Officer

Dated: May 15, 2007