exv10w36



 





Exhibit 10.36




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the  3  day of October  , 2007 (“Effective Date”), by and between the Amaizing
Energy Holding Company, an Iowa limited liability company (the “Holding Company”) and Al Jentz, a
resident of the State of Iowa ( “the President”).



     WHERAS, the parties acknowledge that the Holding Company was formed for the purpose of
expanding its Denison, Iowa operations and developing a 100 million gallon per year dry mill
corn-processing ethanol plant near Atlantic, Iowa (the “Business of the Holding Company”); and



     WHEREAS, the parties agree and acknowledge the Business of the Holding Company is a highly
competitive one, both inside of and outside the State of Iowa; and



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



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



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



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



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



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



 









 





AGREEMENT



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



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




     a. This Agreement shall continue initially for a period of three years from the date of
November 1, 2006, and shall renew automatically at the two-year anniversary of November 1, 2006 and
every year thereafter, unless the President or the Holding Company gives written notice of their
intention to revoke this Agreement no later than 90 days before its automatic renewal for a
subsequent rolling period of two years.



     b. The Holding Company may terminate this Agreement without cause, which shall include any
reason whatsoever, as long as such reason is in good faith, by notifying the President of such
termination at least 90 days in advance of the effective date of such termination. The Holding
Company may terminate this Agreement at any time without prior notice to the President for cause,
which shall include any one or more of the following reasons:


  


(1) A deliberate or serious violation of the President’s material duties as assigned
by the CEO or the Board of Directors;




(2) Refusal or unwillingness to perform such material duties in good faith and
to the best of the President’s ability upon request by CEO or the Board of
Directors;





(3) A breach or violation of any other terms or conditions of this Agreement,
including but not limited to revealing Confidential Information;


  

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(4) Neglect or poor performance of duties, if not remedied to CEO’s satisfaction
after written notice has been given to the President by the CEO or the Board of
Directors;
 




(5) Conviction of the President of a felony or other crime involving moral
turpitude, dishonesty, willful misconduct, misappropriation of funds or habitual
insobriety;
 




(6) Any other action on the part of the President involving willful and deliberate
malfeasance or gross negligence in the performance of his duties and
responsibilities, or any conduct or act which brings public disrespect, contempt or
ridicule upon the Holding Company; and
 




(7) A deliberate or serious violation of any law, rule, regulation, constitutional
provision, or Holding Company policy or procedure, (which policies are subject to
modification or change at any time), or local, state or federal law, which violation
may, in the sole judgment of the Board of Directors constitute justification for the
President’s termination.


If this Agreement is terminated for cause, President is entitled only to the amount he is owed for
work completed until the date of termination of this Agreement in addition to accrued and unpaid
vacation benefits and any other sums required by law including but not limited to health insurance
benefits. 




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



     d. The President may terminate this Agreement without cause at any time by notifying the
Board of Directors of such termination at least 90 days in advance of the effective date of such
termination. However, in the event the President terminates this Agreement prior to 2 years from
the Effective Date, the President will be required to repay all reasonable recruiting costs
incurred by the Holding Company in recruiting his replacement.



     e. In the event of a Change of Control (as defined below), the President has 60 days to
exercise the right to terminate this Agreement and receive a lump sum payment equal to two (2)
years of salary. The President may, at his sole discretion, choose not to exercise such option and
continue as President of the Holding Company’s successor. For purposes of this Agreement, a Change
of Control in the Holding Company shall be deemed to have occurred upon (a) any merger,
consolidation or other similar transaction in which the Holding Company is not the surviving entity
or resulting in any one person or entity and its affiliates, in the aggregate, owning a majority of
the then-outstanding Membership Units; or (b) upon the sale of all or substantially all of the
assets or business of the Holding Company.


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


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vacation benefits and (3) if terminated without cause, the President shall receive within 90 days
of such termination, a lump sum payment equal to two (2) years of salary.



3. Position and Duties. The President shall have the authority, duties, and
responsibilities commensurate and consistent with such position and title and as designated by the
CEO, the Compensation Committee of the Board of Directors (the “Compensation Committee”) and the
Board of Directors from time to time, including, without limitation, (a) budgeting, managing and
controlling regional, departmental or office-specific expenditures, as applicable; (b) planning,
developing and implementing strategy for operational management and development so as to meet such
performance plans, budgets and timescales as may be adopted by the CEO, the Compensation Committee
or the Board of Directors; (c) establishing and maintaining appropriate systems for measuring key
aspects of operational management and development; (d) monitoring, measuring and reporting on
operational issues; (e) ensuring compliance with any relevant requirements for quality management,
health and safety, legal stipulations, and general duties of care; (f) conducting timely
performance reviews of all employees; (g) adjusting employees’ salaries, wages and bonuses on a
timely basis; and (h) providing the Board of Directors and members of various committees with
information for meetings and review in a timely manner. The President shall be one of the most
senior executive officers of the Holding Company and will, subject to the supervision of the CEO,
the Compensation Committee and the Board of Directors, have discretion and authority to manage and
direct the day-to-day affairs and operations of the Holding Company, to direct the strategic
direction of the Holding Company, and to hire and terminate the employment of employees of the
Holding Company, other than the CEO and the Chief Financial Officer (the “CFO”). The President
will report to the CEO and Board of Directors and perform such other duties and responsibilities as
the CEO and the Board of Directors shall assign to him from time to time consistent with his
position. Except for the CEO, all staff and other functions and all operations of the Holding
Company will report directly or indirectly to the President, unless the Board of Directors
concludes in good faith that a direct reporting relationship to the Board of Directors with respect
to any staff or function is required by applicable law or written policies of the Holding Company,
or is reasonably necessary to fulfill its fiduciary obligations to the Holding Company.



4. Compensation.




     a. Base Salary. For all services rendered by the President to the Holding Company
hereunder, the President shall be paid an annual base salary for the initial term of this Agreement
of $126,000. The base salary for the President in subsequent terms shall be reviewed annually by
the CEO, the Compensation Committee, and the Board of Directors, and shall be determined annually
by the Board of Directors within 90 days of each fiscal year end. When the Atlantic plant commences
production, the President’s base salary shall increase by 33.33 percent over his then-current
salary for the fiscal year in which the Atlantic plant commenced production, however, the increase
in the President’s base salary shall be pro rated and applied only to the pay periods following the
commencement of operations at the Atlantic plant.


The base salary payments shall be paid in accordance with the Holding Company’s payroll policies
and procedures as established from time to time. During each year after the first year of the
President’s employment hereunder, the CEO, the Compensation Committee, or the Board of


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Directors, as applicable, will conduct an annual performance review of the President and thereafter
establish the President’s base salary for the upcoming year.




     b. Annual Performance Bonus. Beginning September 30, 2007, and for each full or
partial fiscal year the President is employed by the Holding Company hereunder, the President shall
be eligible for a performance bonus. Such bonus shall not exceed $75,000 for such fiscal year, and
will be based upon achievement of certain profitability and operational efficiencies relative to
the industry and such other criteria that the CEO, the Compensation Committee or the Board of
Directors may, from time to time, determine in its sole discretion. Achievement by the President
of the objectives for each fiscal year will be determined in good faith by the CEO, the
Compensation Committee or the Board of Directors, as applicable, in its sole discretion, within 60
days after the end of each year; and the annual performance bonus will be paid in a lump sum
promptly following such determination. In the event the Holding Company or its successor under a
Change of Control terminates this Agreement without cause, or in the event of a Change of Control
that results in the President exercising his option to terminate this Agreement as specified in
Section 2.e., President shall receive a bonus calculated as a percentage of the actual bonus he
would have received at year-end based on the number of days elapsed as of the last day of
President’s employment. This bonus shall remain subject to the CEO, the Compensation Committee,
and the Board of Directors’ review of President’s performance until the last day of President’s
employment.



     c. Nonqualified Option. If during the time the President is employed by the Holding
Company, the Holding Company conducts a federally registered offering of Membership Units or sells
other securities (collectively the “Offering"), the President may, in the discretion of the Board
of Directors, be granted an option to purchase Membership Units in the Holding Company. In the
event the Compensation Committee or the Board of Directors decides to compensate the President with
an option to purchase securities, the complete terms and conditions of such options will be as set
forth in a membership unit option plan (the “Option Plan”) and accompanying agreement (the “Option
Agreement”) to be prepared and entered into between the Holding Company and the President and
approved by the Board of Directors, but will include among other things a requirement that the
President agree to be bound by the terms and restrictions contained in the Holding Company’s
Operating Agreement as it may be amended from time to time.



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



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



     f. Vacation. While the President is employed by the Holding Company hereunder, the
President shall be entitled to paid vacation time off in accordance with the vacation policies of
the Holding Company as are in effect from time to time, provided that the President shall be
entitled to at least two (2) weeks paid vacation per calendar year.


5. Confidential Information.




     a. For purposes of this Agreement, (1) “Confidential Information” shall mean any information,
other than Trade Secrets (as defined herein), that is of tangible or intangible value to the
Holding Company and is not generally known by or available to the competitors of the Holding
Company, including, but not limited to, (a) future business plans, licensing strategies, and
advertising campaigns; (b) information regarding executives and employees; (c) the terms and
conditions hereof; (d) any data or information defined herein as a Trade Secret, but which is not a
“trade secret” under applicable law; (e) designs, processes, formulae, plans, devices or material
(whether or not patented or patentable) directly or indirectly useful in any aspect of the business
of the Holding Company; (f) any customer of supplier lists of the Holding Company including special
terms with suppliers or customers or any other information relative to any past, present or
prospective customers; (g) any confidential, proprietary or secret development or research work of
the Holding Company; (h) any strategic or other business, marketing or sales plans of the Holding
Company; (i) the content of all manuals, memoranda, production statements, sales records, business
methods, systems and forms, production records, billing rates, cost rates, employee salaries and
work histories, mailing lists, processes, inventions, formulas, job production and cost records;
and (j) any other confidential or proprietary information or secret aspects of the business of the
Holding Company; (2) “Trade Secrets” shall mean all information, designs, processes, procedures,
formulas or improvements that are valuable and secret (in the sense that such is not generally
known to competitors of the Holding Company) and which fall within the definition of a “trade
secret” under applicable law; (3) “Supplier Information” shall mean information relating to
various suppliers of the Holding Company; (4) "Non-Competition Period” shall mean the
period during which the President is employed by the Holding Company or its successor; and (5)
“Competitive Business” shall mean any business engaged in the production, marketing or sale of
ethanol or other biofuels or otherwise conducts the Business of the Holding Company.



     b. The President hereby covenants and agrees that, as to Confidential Information, at all
times during the Non-Competition Period, as to Trade Secrets, for such time as the same shall
constitute a “trade secret” under applicable law, and as to Supplier Information, for 12 months
from the completion of the Non-Competition Period, the President will not, other than as necessary
or appropriate in connection with his provision of services to the Holding Company hereunder or in
the conduct of the business of the Holding Company, either directly or indirectly, use, distribute,
sell, license, transfer, assign, disclose, appropriate or otherwise communicate any Trade Secrets,
Confidential Information, or Supplier Information to any person or entity nor shall



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the President make use of any such Trade Secrets, Confidential Information, or Supplier Information
for his own purposes in a Competitive Business or for the benefit of any other person or entity
engaged in a Competitive Business.




     c. The President shall immediately notify the Holding Company of any intended or unintended,
unauthorized disclosure or use of any Trade Secrets, Confidential Information, or Supplier
Information by the President or any other person or entity of which the President becomes aware.
The President shall cooperate fully with the Holding Company in the procurement of any protection
of the Holding Company’s rights to or in any of the Trade Secrets, Confidential Information, or
Supplier Information.


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



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



7. Intellectual Property Rights. The President agrees that any and all work product,
property, data, documentation, concepts, plans, techniques, inventions, improvements, discoveries,
formulas, processes, copyrightable material, know-how and trade secret information relating to the
Business of the Holding Company which have been invented, discovered, conceived developed created
or learned by the President in connection with (i) the performance of his services hereunder or
(ii) the use of the Holding Company’s resources (collectively, “Work Product") will be at once
fully disclosed by the President to the Holding Company, shall be deemed to be “work made for hire”
(as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended) and will be the sole and
absolute property of the Holding Company. The



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President hereby unconditionally and irrevocably transfers and assigns to the Holding Company all
rights, title and interest the President currently has or in the future may have, by operation of
law or otherwise, in or to any Work Product, including, without limitation, all patents,
copyrights, trademarks, service marks and other intellectual property rights. The President agrees
to execute and deliver to the Holding Company any transfers, assignments, documents or other
instruments which the Holding Company may deem necessary or appropriate to vest complete title and
ownership of any Work Product, and all rights therein, exclusively in the Holding Company.



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




     a. Own, manage, operate, or control;



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



     c. Be engaged, for compensation or otherwise, as a director, officer, partner, or consultant
for, or be employed in a managerial capacity by any Competitive Business;



     provided that the President may own up to one percent (1%) of any Competitive Business
whose shares are listed on a national stock exchange or traded in the over-the-counter market.


The geographical area in which the foregoing prohibition shall apply shall be limited to that area
which is within a 75 mile radius of the Holding Company’s facilities in Cass County, Iowa and
Crawford County, Iowa (the “Restricted Territory”).



9. Covenant Not To Solicit. The President further agrees during the Non-Competition Period
and for a period of 12 months thereafter, that he shall not, directly or indirectly, either for
himself or any other person, firm or corporation, without the Holding Company’s prior written
consent:




     a. solicit any person that is employed by the Holding Company (a “Restricted Person") to
provide similar services or enter into similar arrangements with any Competitive Business in the
Restricted Territory or solicit any Restricted Person to curtail or cancel its business with the
Holding Company; or



     b. solicit or attempt to solicit or recruit any employee, consultant, contractor or other
personnel of the Holding Company or solicit any such Person to terminate or otherwise diminish in
any respect his, her or its relationship with the Holding Company.


10. Enforcement. The necessity of protection against competition from the President and
the nature and scope of such protection has been carefully considered by the parties hereto. The
parties agree and acknowledge that the duration, scope and geographic areas applicable to the
covenants not to compete and not to solicit described in this Agreement are fair, reasonable and



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necessary, that adequate compensation (in the form of the President’s continued employment by the
Holding Company under the terms of this Agreement) has been received by the President for such
obligations, and that these obligations (including specifically the obligations of the President
under Sections 8 and 9 of this Agreement, which the parties expressly agree survive the termination
of this Agreement) do not prevent the President from earning a livelihood. If, however, any court
determines that any of the restrictions imposed on the President under this Agreement are not
completely enforceable because they are not reasonable, the parties hereby give the court the right
and power to interpret, alter, amend or modify any or all of the terms contained herein to include
as much of the scope, time period and geographic area as will render such restrictions reasonable
and enforceable.



The President agrees that in the event of a breach or violation or attempted breach or violation of
any or all of the Sections 8 and 9 above, said provisions will cause irreparable harm to the
Holding Company and for that reason the President further agrees that the Holding Company shall be
entitled as a matter of right, to both temporary and permanent injunctive relief from any court of
competent jurisdiction, restraining further violation of such covenants by the President, his
employer, employees, partners, or agents. The President further agrees to pay the Holding
Company’s reasonable costs and expenses, including reasonable attorney fees, if the Holding Company
brings an action and substantially prevails for breach of this Agreement by the President. The
Holding Company agrees to pay the President’s reasonable costs and expenses, including reasonable
attorney fees, if the Holding Company brings an action for breach of this Agreement by the
President, and the President substantially prevails.



11. Acknowledgments. The President hereby acknowledges and agrees that during the Term (i) the
President will frequently be exposed to certain Trade Secrets, Confidential Information, and
Supplier Information; (ii) the President’s responsibilities on behalf of the Holding Company will
extend throughout the United States (and to all geographical areas of the Restricted Territory);
(iii) the President may, either personally or through the Holding Company employees, be overseeing,
developing, acquiring and negotiating on behalf of the Holding Company for expansion of the Holding
Company’s business and facilities and will have knowledge of all such additions and expansions of
the Holding Company’s facilities; (iv) the President will, either personally or through the Holding
Company’s employees, have responsibility in recruiting and retaining employees and Restricted
Persons on behalf of the Holding Company, which will generate goodwill for the Holding Company with
respect to such employees and Restricted Persons; and (v) any breach of Section 5, 6 or 7 on the
President’s part, or any breach of Section 8 or 9 on the President’s part in the Restricted
Territory for a reasonable period thereafter, would necessarily involve the President’s use of the
Holding Company’s Trade Secrets, Confidential Information, and Supplier Information and would
unfairly threaten the Holding Company’s legitimate business interests, including its substantial
investment in the proprietary aspects of its business and its associated goodwill. Moreover, the
President acknowledges that, in the event of the termination of this Agreement, the President would
have sufficient skills to find alternative, commensurate work in his field of expertise that would
not involve a violation of any of the provisions of Section 8 or 9. Therefore, the President
acknowledges and agrees that the covenants set forth in Sections 5 through 9 are necessary to
protect the Holding Company’s legitimate business interests and are reasonable in their scope,
duration and geographic breadth in light of the Holding Company’s need to protect such interests.




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



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



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



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




AMAIZING ENERGY HOLDING COMPANY, LLC

2404 West Highway 30

Denison, Iowa 51442



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



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



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



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



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



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




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



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



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




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



	 	 	 	 	 
	AMAIZING ENERGY HOLDING

	 	PRESIDENT:	 
	COMPANY, LLC:
	 	 	 
	 
	 	 	 
	By: 	  /s/ Sam J. Cogdill

	 	/s/ Al Jentz	 
	 	 
	 	 	 
	Sam Cogdill

	 	Al Jentz	 
	 
	 	 	 
	Its: Chairman
	 	 	 







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