EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and
      effective as of September 01, 2007 (the “Effective Date”), between
      Ethanex Energy, Inc. (the “Company”), and Alan H. Belcher, an individual
      (the “Executive”).

    


    WHEREAS,
      the Company and the Executive wish to memorialize the terms and conditions
      of
      the Executive’s employment by the Company in the positions of Executive Vice
      President, Technology and Business Development; 

    


    NOW,
      THEREFORE, in consideration of the covenants and promises contained herein,
      the
      Company and the Executive agree as follows:

    


    1. Employment
      Period. The Company offers to employ the Executive, and the Executive agrees
      to be employed by Company, in accordance with the terms and subject to the
      conditions of this Agreement. The Company and Executive agree that Executive
      is
      employed “at will” which means that the employment relationship may be
      terminated by either party at any time, for any reason or no reason, subject
      to
      the provisions of Section 11 below. The Executive affirms that no obligation
      exists between the Executive and any other entity which would prevent or impede
      the Executive’s immediate and full performance of every obligation of this
      Agreement.

    


    2. Position
      and Duties. During the term of the Executive’s employment hereunder, the
      Executive shall continue to serve in, and assume duties and responsibilities
      consistent with, the positions of Executive Vice President, Technology and
      Business Development of a public company, which may include, but are not limited
      to, management of the Company’s technology and business development affairs,
      unless and until otherwise instructed by the Company. The Executive agrees
      to
      devote to the Company substantially all of his working time, skill, energy
      and
      best business efforts during the term of his employment with the Company, and
      the Executive shall not engage in business activities outside the scope of
      his
      employment with the Company if such activities would detract from or interfere
      with his ability to fulfill his responsibilities and duties under this Agreement
      or require substantial amounts of his time or of his services.

    


    3. No
      Conflicts. The Executive covenants and agrees that for so long as he is
      employed by the Company, he shall inform the Company of each and every future
      business opportunity presented to the Executive that arises within the scope
      of
      the Business of the Company (as defined below) and would be feasible for the
      Company, and that he will not, directly or indirectly, exploit any such
      opportunity for his own account. 

    


    4. Hours
      of Work. The Executive’s normal days and hours of work shall coincide with
      the Company’s regular business hours. The nature of the Executive’s employment
      with the Company requires flexibility in the days and hours that the Executive
      must work, and may necessitate that the Executive work on other or additional
      days and hours. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. Location.
      The locus of the Executive’s employment with the Company shall be Basehor,
      Kansas and any other locus where the Company now or hereafter has a business
      facility. The Executive will travel elsewhere as required from time to time
      as
      necessary to fulfill his duties.

    


    6. Compensation.
      

    


    (a) Base
      Salary. During the term of this Agreement, the Company shall pay, and the
      Executive agrees to accept, in consideration for the Executive’s services
      hereunder, pro rata bi-weekly payments of the annual salary of $180,000, less
      all applicable taxes and other appropriate deductions. 

    


    (i) The
      Compensation Committee (the “Compensation Committee”) of the Board shall
      also review the Executive’s base salary annually no later than March 31st and
      shall make a recommendation to the Board as to whether such base salary should
      be increased but not decreased, which decision shall be within the Board’s sole
      discretion.

    


    (b) One
      Time Bonus. A one-time bonus of $20,000 shall be paid upon the submittal of
      the R.W. Beck information to the lenders. A one-time bonus of $50,000 shall
      be
      paid on September 01, 2007 for the development of the Buhler, Inc. Joint
      Marketing Agreement and the preparation and submittal of the information for
      Pure Vision’s application to the Department of Energy for funding their
      cellulosic plant. 

    


    (c) Annual
      Bonus. During the term of this Agreement, the Executive shall be entitled to
      an annual bonus of up to 75% of his base salary (considered at the end of the
      period for which the bonus is being calculated) the actual amount of which
      bonus
      shall be determined according to achievement of performance-related targets
      established annually for the Company and the Executive by the Compensation
      Committee (or by the independent members of the Board if there exists no
      Compensation Committee). Such performance targets for each fiscal year shall
      be
      adopted by the Compensation Committee promptly after the end of the prior fiscal
      year, but in no event later than March 31st of the current fiscal year, the
      performance targets for which shall be adopted within 45 days after the
      Effective Date). Each annual bonus shall be paid by the Company to the Executive
      promptly after the first meeting of the Board following the completion of the
      annual audit, which meeting shall occur on or about April 15th of each
      year.

    


    7. Expenses.
      During
      the term of this Agreement, the Executive shall be entitled to payment or
      reimbursement of any reasonable expenses paid or incurred by him in connection
      with and related to the performance of his duties and responsibilities hereunder
      for the Company. All requests by the Executive for payment of reimbursement
      of
      such expenses shall be supported by appropriate invoices, vouchers, receipts
      or
      such other supporting documentation in such form and containing such information
      as the Company may from time to time require, evidencing that the Executive,
      in
      fact, incurred or paid said expenses. The Executive is entitled to participate
      is the Company’s established Executive relocation package.

     

    
      
         

      

      
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    8. Vacation.
      During the term of this Agreement, the Executive shall be entitled to accrue,
      on
      a pro rata basis, 20 vacation days, per year. The Executive shall be entitled
      to
      carry over any accrued, unused vacation days from year to year without
      limitation.

    


    9. Stock
      Options and Restricted Shares. The Company hereby agrees that the Executive
      shall be granted a non-qualified stock option and restricted shares on the
      terms
      and conditions hereinafter stated:

    


    (a) Grant
      of Options. On the Effective Date, the Company will grant the Executive an
      option to purchase an aggregate of 1,440,000 shares of the Company’s common
      voting stock (the “Option”) under the Company’s December 2006 Omnibus
      Stock Option Plan (the “Stock Option Plan”). Such grant shall be
      evidenced by an Option Agreement as contemplated by the Stock Option Plan.
      In
      subsequent years the Executive shall be eligible for such grants of Options
      and
      other permissible awards (collectively with Options and Restricted Shares,
      “Awards”) under the Stock Option Plan as the Compensation Committee or the Board
      shall determine. For 60,000 options currently held under the original 2006
      employment agreement according to the Omnibus Stock Award plan, the vesting
      schedule shall remain unchanged.

    


    (b) Option
      Price; Term. The per share exercise price of the Option shall be the fair
      market value per share of Company common voting stock on the Effective Date
      as
      determined by the closing sale price of Company common stock on the OTC Bulletin
      Board on the date immediately preceding the Effective Date. The term of the
      Option shall be ten years from the date of grant.

    


    (c) Option
      Vesting and Exercise. Twenty-five percent (25%) of the Option shall be
      vested and exercisable on the first anniversary of the grant of the Options.
      Thereafter, the balance of the Options shall be vested and become exercisable
      in
      monthly installments over the next 24 months that the Executive is employed
      with
      the Company. For 60,000 options currently held under the original 2006
      employment agreement according to the Omnibus Stock Award plan, the vesting
      schedule shall remain unchanged.

    


    (d) Grant
      of Restricted Shares. On the Effective Date, the Company will grant the
      Executive a restricted stock award of 907,000 shares of the Company’s common
      voting stock (the “Restricted Shares”) under the Stock Option Plan. Such
      grant shall be evidenced by a Restricted Stock Agreement as contemplated by
      the
      Stock Option Plan. For 93,000 restricted granted shares currently held under
      the
      original 2006 employment agreement according to the Omnibus Stock Award plan,
      the vesting schedule shall remain unchanged.

    


    (e) Restricted
      Share Vesting and Disposition. Twenty-five percent (25%) of the Restricted
      Shares shall be vested six months after the Effective Date. Thereafter, the
      balance shall be vested in monthly installments over the next 30 months that
      the
      Executive is employed with the Company. During the Executive’s employment with
      the Company, all Restricted Shares, whether vested or not, shall only be sold
      or
      otherwise disposed of with the consent of the Company’s Board of Directors or if
      the dollar value of the shares of common stock beneficially owned by the
      Executive following such sale or disposition is equal to or exceeds four times
      the Executive’s base salary.

     

    
      
         

      

      
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    (f) Termination
      of Service; Accelerated Vesting. 

     

    (i) If
      the
      Executive’s employment is terminated for Cause, as such term is defined below,
      all Awards, whether or not vested, shall immediately expire effective the date
      of termination of employment. 

    


    (ii) If
      the
      Executive’s employment is terminated voluntarily by the Executive without Good
      Reason, as such term is defined below, all unvested Awards shall immediately
      expire effective the date of termination of employment. Vested Awards, to the
      extent unexercised, shall expire one month after the termination of
      employment.

    


    (iii) If
      the
      Executive’s employment is terminated (A) in connection with a Change of Control,
      as defined below, (B) by the Company without Cause or (C) upon death or
      Disability, as defined below, all unvested Awards shall immediately vest and
      become exercisable effective the date of termination of employment, and, to
      the
      extent unexercised, shall expire one year after any such event.

    


    (g) Payment.
      The full consideration for any shares purchased by the Executive upon exercise
      of the Option shall be paid in cash.

     

    10. Other
      Benefits. 

    


    (a) During
      the term of this Agreement, the Executive shall be eligible to participate
      in
      incentive, savings, retirement (401(k)), and welfare benefit plans, including,
      without limitation, health, medical,
      dental,
      vision,
      life (including accidental death and dismemberment)
      and
      disability insurance plans (collectively, “Benefit Plans”), in
      substantially the same manner, including but not limited to responsibility
      for
      the cost thereof, and at
      substantially the same levels, as the Company makes
      such
      opportunities available to all of the Company’s managerial
      or salaried executive
      employees. 

    


    (b) The
      Executive’s spouse and dependent minor children will be covered under the
      Benefit Plans providing health, medical, dental, and vision benefits, in
      substantially the same manner, including but not limited to responsibility
      for
      the cost thereof, and at substantially the same levels, as the Company makes
      such opportunities available to the spouses and dependent minor children to
      all
      of the Company’s managerial or salaried executive employees. 

    


    (c) The
      Company shall purchase and maintain traditional directors and officers liability
      insurance coverage in the amount of at least $5,000,000 covering the Company’s
      officers and directors, including the Executive no later than 30 days following
      the Effective Date, provided such coverage is available on commercially
      reasonable terms.

     

    
      
         

      

      
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    (d)
       Until
      such time as Executive becomes covered by Company medical coverage, the Company
      shall reimburse Executive for Executive’s medical coverage currently in
      place.

    


    (e) The
      Company shall provide the Executive with a Company vehicle, which the Executive
      will utilize in accordance with the Company’s vehicle policy.

     

    11. Termination
      of Employment.

    


    (a) Death.
      In the event that during the term of this Agreement the Executive dies, this
      Agreement and the Executive’s employment with the Company shall automatically
      terminate and the Company shall have no further obligations or liability to
      the
      Executive or his heirs, administrators or executors with respect to compensation
      and benefits accruing thereafter, except for the obligation to pay the
      Executor’s heirs, administrators or executors any earned but unpaid base salary,
      unpaid pro rata annual bonus and unused vacation days accrued through the date
      of death; provided, that nothing contained in this paragraph shall be deemed
      to
      excuse any breach by the Company of any provision of this Agreement. The Company
      shall deduct, from all payments made hereunder, all applicable taxes, including
      income tax, FICA and FUTA, and other appropriate deductions.

    


    (b) “Disability.”
      In the event that, during the term of this Agreement the Executive shall be
      prevented from performing his duties and responsibilities hereunder to the
      full
      extent required by the Company by reason of Disability (as defined below) this
      Agreement and the Executive’s employment with the Company shall automatically
      terminate and the Company shall have no further obligations or liability to
      the
      Executive or his heirs, administrators or executors with respect to compensation
      and benefits accruing thereafter, except for the obligation to pay the Executive
      or his heirs, administrators or executors any earned but unpaid base salary,
      unpaid pro rata annual bonus and unused vacation days accrued through the
      Executive’s last date of Employment with the Company; provided, that nothing
      contained in this paragraph shall be deemed to excuse any breach by the Company
      of any provision of this Agreement including any failure to maintain the
      long-term disability insurance coverage required pursuant to Section 10(b)(iv).
      The Company shall deduct, from all payments made hereunder, all applicable
      taxes, including income tax, FICA and FUTA, and other appropriate deductions
      through the last date of the Executive’s employment with the Company. For
      purposes of this Agreement, “Disability” shall mean a physical or mental
      disability that prevents the performance by the Executive, with or without
      reasonable accommodation, of his duties and responsibilities hereunder for
      a
      period of not less than an aggregate of three months during any twelve
      consecutive months. 

    


    (c) “Cause.”
      

    


    (i) At
      any
      time during the term of this Agreement, the Company may terminate this Agreement
      and the Executive’s employment hereunder for “Cause.” For purposes of this
      Agreement, “Cause” shall be defined as the occurrence of: (A)
      gross
      neglect, malfeasance or gross insubordination in performing the Executive’s
      duties under this Agreement; (B) the Executive’s conviction for a felony,
      excluding convictions associated with traffic violations; (C) an egregious
      act
      of dishonesty (including without limitation theft or embezzlement) or a
      malicious action by the Executive toward the Company’s customers or employees;
      (D) a willful and material violation of any provision of Sections 12 and 13
      hereof; (E) intentional reckless conduct that is materially detrimental to
      the
      business or reputation of the Company; or (F) material failure, other than
      by
      reason of Disability, to carry out reasonably assigned duties or instructions
      consistent with the titles of Executive Vice President, Technology and Business
      Development (provided that material failure to carry out reasonably assigned
      duties shall be deemed to constitute Cause only after a finding by the Board
      of
      Directors, or a duly constituted committee thereof, of material failure on
      the
      part of the Executive and the failure to remedy such performance to the Board’s
      or the committee’s satisfaction within 30 days after delivery of written notice
      to the Executive of such finding).

     

    
      
         

      

      
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    (ii) Upon
      termination of this Agreement for Cause, the Company shall have no further
      obligations or liability to the Executive or his heirs, administrators or
      executors with respect to compensation and benefits thereafter, except for
      the
      obligation to pay the Executive any earned but unpaid base salary, unpaid pro
      rata annual bonus and unused vacation days accrued through the Executive’s last
      day of employment with the Company. The Company shall deduct, from all payments
      made hereunder, all applicable taxes, including income tax, FICA and FUTA,
      and
      other appropriate deductions.

    


    (d) Change
      of Control. For purposes of this Agreement, “Change of Control” means
      the occurrence of, or the Company’s Board votes to approve: (A) any
      consolidation or merger of the Company pursuant to which the stockholders of
      the
      Company immediately before the transaction do not retain immediately after
      the
      transaction, in substantially the same proportions as their ownership of shares
      of the Company’s voting stock immediately before the transaction, direct or
      indirect beneficial ownership of more than 50% of the total combined voting
      power of the outstanding voting securities of the surviving business entity;
      (B)
      any sale, lease, exchange or other transfer (in one transaction or a series
      of
      related transactions) of all, or substantially all, of the assets of the Company
      other than any sale, lease, exchange or other transfer to any company where
      the
      Company owns, directly or indirectly, 100% of the outstanding voting securities
      of such company after any such transfer; (C) the direct or indirect sale or
      exchange in a single or series of related transactions by the stockholders
      of
      the Company of more than 50% of the voting stock of the Company.

    


    (e) “Good
      Reason.”

     

    (i) At
      any
      time during the term of this Agreement, subject to the conditions set forth
      in
      Section 11(e)(ii) below, the Executive may terminate this Agreement and the
      Executive’s employment with the Company for “Good Reason.” For purposes of this
      Agreement, “Good Reason” shall mean the occurrence of any of the
      following events: (A) the
      assignment, without the Executive’s consent, to the Executive of duties that are
      significantly different from, and that result in a substantial diminution of,
      the duties that he assumed on the Effective Date; (B) the
      assignment, without the Executive’s consent, to the Executive of a title that is
      different from and subordinate to the title specified in Section 2 above; (C)
      any termination of the Executive’s employment by the Company, other than a
      termination for Cause, within
      12
      months after a Change of Control;
      (D) the
      assignment, without the Executive’s consent, to the Executive of duties that are
      significantly different from, and that result in a substantial diminution of,
      the duties that he assumed on the Effective Date within 12 months after a Change
      of Control; (E) material
      breach by the Company of this Agreement. 

     

    
      
         

      

      
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    (ii) The
      Executive shall not be entitled to terminate his employment with the Company
      and
      this Agreement for Good Reason unless and until he shall have delivered written
      notice to the Company of his intention to terminate this Agreement and his
      employment with the Company for Good Reason, which notice specifies in
      reasonable detail the circumstances claimed to provide the basis for such
      termination for Good Reason, and the Company shall not have eliminated the
      circumstances constituting Good Reason within 30 days of its receipt from the
      Executive of such written notice. 

    


    (iii) In
      the
      event that the Executive terminates this Agreement and his employment with
      the
      Company for Good Reason, the Company shall pay or provide to the Executive
      (or,
      following his death, to the Executive’s heirs, administrators or executors):
      (A)
      any
      earned but unpaid base salary, unpaid pro rata annual bonus and unused vacation
      days accrued through the Executive’s last day of employment with the Company;
and
      (B)
      severance in an amount equal to one years base salary or until the Executive
      has
      accepted other employment but in any case no more than one years base salary
      shall be paid to the Executive, as in effect immediately prior to the
      Executive’s termination hereunder. All payments due hereunder shall be made
      within 45 days after the date of termination of the Executive’s employment with
      the exception of the base salary which will be paid monthly.
      The
      Company shall deduct, from all payments made hereunder, all applicable taxes,
      including income tax, FICA and FUTA, and other appropriate
      deductions.

     

    (iv) The
      Executive shall have no duty to mitigate his damages.

     

    (f) Without
      “Cause.”

     

    (i) By
      The
      Executive. At any time during the term of this Agreement, the Executive
      shall be entitled to terminate this Agreement and the Executive’s employment
      with the Company without Cause by providing prior written notice of at least
      30
      days to the Company. Upon termination by the Executive of this Agreement and
      the
      Executive’s employment with the Company without Cause, the Company shall have no
      further obligations or liability to the Executive or his heirs, administrators
      or executors with respect to compensation and benefits thereafter, except for
      the obligation to pay the Executive any earned but unpaid base salary, and
      unused vacation days accrued through the Executive’s last day of employment with
      the Company. The Company shall deduct, from all payments made hereunder, all
      applicable taxes, including income tax, FICA and FUTA, and other appropriate
      deductions.

     

    
      
         

      

      
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    (ii) By
      The
      Company. At any time during the term of this Agreement, the Company shall be
      entitled to terminate this Agreement and the Executive’s employment with the
      Company without Cause by providing prior written notice of at least 30 days
      to
      the Executive. Upon termination by the Company of this Agreement and the
      Executive’s employment with the Company without Cause, the Company shall pay or
      provide to the Executive (or, following his death, to the Executive’s heirs,
      administrators or executors): (A) any earned but unpaid base salary, unpaid
      pro
      rata annual bonus and unused vacation days accrued through the Executive’s last
      day of employment with the Company (B) continued coverage, at the Company’s
      expense, under all Benefits Plans in which the Executive was a participant
      immediately prior to his last date of employment with the Company, or, in the
      event that any such Benefit Plans do not permit coverage of the Executive
      following his last date of employment with the Company, under benefit plans
      that
      provide no less coverage than such Benefit Plans, through the Scheduled
      Termination Date; and (C) severance in an amount equal to one years base salary
      or until the Executive has accepted other employment but in any case no more
      than one years base salary shall be paid to the Executive, as in effect
      immediately prior to the Executive’s termination hereunder. All payments due
      hereunder shall be made within 45 days after the date of termination of the
      Executive’s employment with the exception of the base salary which will be paid
      monthly. The Company shall deduct, from all payments made hereunder, all
      applicable taxes, including income tax, FICA and FUTA, and other appropriate
      deductions. 

    


    12. Confidential
      Information. 

    


    (a) The
      Executive expressly acknowledges that, in the performance of his duties and
      responsibilities with the Company, he has been exposed since prior to the
      Effective Date, and will be exposed, to the trade secrets, business and/or
      financial secrets and confidential and proprietary information of the Company,
      its affiliates and/or its clients, business partners or customers
      (“Confidential Information”). The term “Confidential Information”
includes information or material that has actual or potential commercial
      value
      to the Company, its affiliates and/or its clients, business partners or
      customers and is not generally known to and is not readily ascertainable by
      proper means to persons outside the Company, its affiliates and/or its clients
      or customers.

    


    (b) Except
      as
      authorized in writing by the Board, during the performance of the Executive’s
      duties and responsibilities for the Company and until such time as any such
      Confidential Information becomes generally known to and readily ascertainable
      by
      proper means to persons outside the Company, its affiliates and/or its clients,
      business partners or customers, the Executive agrees to keep strictly
      confidential and not use for his personal benefit or the benefit to any other
      person or entity (other than the Company) the Confidential Information.
“Confidential Information” includes the following, whether or not expressed in a
      document or medium, regardless of the form in which it is communicated, and
      whether or not marked “trade secret” or “confidential” or any similar legend:
      (i) lists
      of
      and/or information concerning customers, prospective customers, suppliers,
      employees, consultants, co-venturers and/or joint venture candidates of the
      Company, its affiliates or its clients or customers; (ii) information
      submitted by customers, prospective customers, suppliers, employees, consultants
      and/or co-venturers of the Company, its affiliates and/or its clients or
      customers; (iii) non-public
      information proprietary to the Company, its affiliates and/or its clients or
      customers, including, without limitation, cost information, profits, sales
      information, prices, accounting, unpublished financial information, business
      plans or proposals, expansion plans (for current and proposed facilities),
      markets and marketing methods, advertising and marketing strategies,
      administrative procedures and manuals, the terms and conditions of the Company’s
      contracts and trademarks and patents under consideration, distribution channels,
      franchises, investors, sponsors and advertisers; (iv) proprietary
      technical information concerning products and services of the Company, its
      affiliates and/or its clients, business partners or customers, including,
      without limitation, product data and specifications, diagrams, flow charts,
      know
      how, processes, designs, formulae, inventions and product development; (v)
      lists
      of
      and/or information concerning applicants, candidates or other prospects for
      employment, independent contractor or consultant positions at or with any actual
      or prospective customer or client of Company and/or its affiliates,
      any and
      all confidential processes, inventions or methods of conducting business of
      the
      Company, its affiliates and/or its clients, business partners or customers;
      (vi)
      acquisition or merger targets; (vii) business plans or strategies, data,
      records, financial information or other trade secrets concerning the actual
      or
      contemplated business, strategic alliances, policies or operations of the
      Company or its affiliates; or (viii) any
      and
      all versions of proprietary computer software (including source and object
      code), hardware, firmware, code, discs, tapes, data listings and documentation
      of the Company;
      or (ix)
      any other confidential information disclosed to the Executive by, or which
      the
      Executive is otherwise obligated under a duty of confidence to, the Company,
      its
      affiliates, clients, business partners, or customers.

     

    
      
         

      

      
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    (c) The
      Executive affirms that he does not possess and will not rely upon the protected
      trade secrets or confidential or proprietary information of his prior
      employer(s) in providing services to the Company. 

    


    (d) In
      the
      event that the Executive’s employment with the Company terminates for any
      reason, the Executive shall deliver forthwith to the Company any and all
      originals and copies of Confidential Information.

    


    13. Non-Competition
      And Non-Solicitation. 

     

    (a) The
      Executive agrees and acknowledges that the Confidential Information that the
      Executive has already received and will receive is valuable to the Company
      and
      that its protection and maintenance constitutes a legitimate business interest
      of the Company, to be protected by the non-competition restrictions set forth
      herein. The Executive agrees and acknowledges that the non-competition
      restrictions set forth herein are reasonable and necessary and do not impose
      undue hardship or burdens on the Executive. The Executive also acknowledges
      that
      the products and services developed or provided by the Company, its affiliates
      and/or its clients or customers are or are intended to
      be
      sold, provided, licensed and/or distributed to customers and clients in and
      throughout the Mid-West (the “Geographic Boundary”) (to the extent the
      Company comes to own or operate any material asset in other areas of the United
      States during the term of the Executive’s employment, the definition of
      Geographic Boundary shall be automatically expanded to cover such other areas),
      and that the Geographic Boundary, scope of prohibited competition, and time
      duration set forth in the non-competition restrictions set forth below are
      reasonable and necessary to maintain the value of the Confidential Information
      of, and to protect the goodwill and other legitimate business interests of,
      the
      Company, its affiliates and/or its clients or customers.



    
      
         

      

      
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    (b) The
      Executive hereby agrees and covenants that he shall not, without the prior
      written consent of the Company, directly or indirectly, in any capacity
      whatsoever, including, without limitation, as an employee, employer, consultant,
      principal, partner, shareholder, officer, director or any other individual
      or
      representative capacity (other than a holder of less than one percent (5%)
      of
      the outstanding voting shares of any publicly held company), or whether on
      the
      Executive’s own behalf or on behalf of any other person or entity or otherwise
      howsoever, during the Executive’s employment with the Company and for a period
      equal to the greater of (i) one year (two years, if termination of this
      Agreement or of Executive’s employment is pursuant to Section 11(f)(i) hereof)
      following the termination of this Agreement or of the Executive’s employment
      with the Company or (ii) the period during which the Executive continues to
      receive his base salary pursuant to Sections 11(e) or 11(f)(ii) of this
      Agreement following the termination of this Agreement and of the Executive’s
      employment, in the Geographic Boundary:

    


    (i) Perform
      for any business in competition with the Business of the Company, services
      that
      are substantially similar to services performed by the Company, specifically
      in
      the field of corn fractionation and biomass energy for corn ethanol plants,
      or
      other services if Trade Secrets of the Company would be of significant value
      in
      performing such services. The “Business of the Company” is defined as the
      development of corn fractionation and biomass energy systems for corn ethanol
      plants, the production of ethanol, other alternatives to petroleum-based fuels
      and other technologies developed by the Company within the Geographic
      Boundary.

    


    (ii) Recruit,
      solicit or hire, or attempt to recruit, solicit or hire, any employee, or
      independent contractor of the Company to leave the employment (or independent
      contractor relationship) thereof, whether or not any such employee or
      independent contractor is party to an employment agreement. 

    


    (iii) Attempt
      in any manner to solicit or accept from any customer of the Company, with whom
      the Executive had significant contact during the term of the Agreement, business
      of the kind or competitive with the business done by the Company with such
      customer or to persuade or attempt to persuade any such customer to cease to
      do
      business or to reduce the amount of business which such customer has customarily
      done or is reasonably expected to do with the Company, or if any such customer
      elects to move its business to a person other than the Company, provide any
      services (of the kind or competitive with the Business of the Company) for
      such
      customer, or have any discussions regarding any such service with such customer,
      on behalf of such other person.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (iv) Interfere
      with any relationship, contractual or otherwise, between the Company and any
      other party, including; without limitation, any supplier, co-venturer or joint
      venturer of the Company to discontinue or reduce its business with the Company
      or otherwise interfere in any way with the Business of the Company.

    


    14. Dispute
      Resolution. The
      Executive and the Company agree that any dispute or claim, whether based on
      contract, tort, discrimination, retaliation, or otherwise, relating to, arising
      from, or connected in any manner with this Agreement or with the Executive’s
      employment with Company shall be resolved exclusively through final and binding
      arbitration under the auspices of the American Arbitration Association
      (“AAA”). The arbitration shall be held in Basehor, Kansas. The
      arbitration shall proceed in accordance with the National Rules for the
      Resolution of Employment Disputes of the AAA in effect at the time the claim
      or
      dispute arose, unless other rules are agreed upon by the parties. The
      arbitration shall be conducted by one arbitrator who is a member of the AAA,
      unless the parties mutually agree otherwise. The arbitrators shall have
      jurisdiction to determine any claim, including the arbitrability of any claim,
      submitted to them. The arbitrators may grant any relief authorized by law for
      any properly established claim. The interpretation and enforceability of this
      paragraph of this Agreement shall be governed and construed in accordance with
      the United States Federal Arbitration Act, 9. U.S.C. § 1, et seq. More
      specifically, the parties agree to submit to binding arbitration any claims
      for
      unpaid wages or benefits, or for alleged discrimination, harassment, or
      retaliation, arising under Title VII of the Civil Rights Act of 1964, the Equal
      Pay Act, the National Labor Relations Act, the Age Discrimination in Employment
      Act, the Americans With Disabilities Act, the Employee Retirement Income
      Security Act, the Civil Rights Act of 1991, the Family and Medical Leave Act,
      the Fair Labor Standards Act, Sections 1981 through 1988 of Title 42 of the
      United States Code, COBRA, the New York State Human Rights Law, the New York
      City Human Rights Law, and any other federal, state, or local law, regulation,
      or ordinance, and any common law claims, claims for breach of contract, or
      claims for declaratory relief. The Executive acknowledges that the purpose
      and
      effect of this paragraph is solely to elect private arbitration in lieu of
      any
      judicial proceeding he might otherwise have available to him in the event of
      an
      employment-related dispute between him and the Company. Therefore, the Executive
      hereby waives his right to have any such employment-related dispute heard by
      a
      court or jury, as the case may be, and agrees that his exclusive procedure
      to
      redress any employment-related claims will be arbitration.

    


    15. Notice.
      For purposes of this Agreement, notices and all other communications provided
      for in this Agreement or contemplated hereby shall be in writing and shall
      be
      deemed to have been duly given when personally delivered, delivered by a
      nationally recognized overnight delivery service or when mailed United States
      Certified or registered mail, return receipt requested, postage prepaid, and
      addressed as follows:

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    If
      to the
      Company: 

    


    Ethanex
      Energy, Inc.

    14500
      Parallel Road,

    Suite
      A

    Basehor,
      Kansas

    Attn:
      Robert C. Walther, Executive Chairman

    Facsimile:
      (913) 721-5801

    r.walther@ethanexenergy.com

     

    If
      to the
      Executive:

    


    Alan
      H.
      Belcher

    14500
      Parallel Road,

    Suite
      A

    Basehor,
      KS 66007

    a.belcher@ethanexenergy.com

    Facsimile:
      (913) 721-5801

    


    Any
      party
      may change the address to which communications hereunder are to be delivered
      by
      giving the other party notice in the manner herein set forth.

    


    16. Miscellaneous.

    


    (a) All
      issues and disputes concerning, relating to or arising out of this Agreement
      and
      from the Executive’s employment by the Company, including, without limitation,
      the construction and interpretation of this Agreement, shall be governed by
      and
      construed in accordance with the internal laws of the State of New York, without
      giving effect to that State’s principles of conflicts of law.

    


    (b) The
      Executive and the Company agree that any provision of this Agreement deemed
      unenforceable or invalid may be reformed to permit enforcement of the
      objectionable provision to the fullest permissible extent. Any provision of
      this
      Agreement deemed unenforceable after modification shall be deemed stricken
      from
      this Agreement, with the remainder of the Agreement being given its full force
      and effect.

    


    (c) The
      Company shall be entitled to equitable relief, including injunctive relief
      and
      specific performance as against the Executive, for the Executive’s threatened or
      actual breach of Sections 12 or 13 of this Agreement, as money damages for
      a
      breach thereof would be incapable of precise estimation, uncertain, and an
      insufficient remedy for an actual or threatened breach of Sections 12 or 13
      of
      this Agreement. The Executive and the Company agree that any pursuit of
      equitable relief in respect of Sections 12 or 13 of this Agreement shall have
      no
      effect whatsoever regarding the continued viability and enforceability of
      Section 14 of this Agreement.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (d) Any
      waiver or inaction by the Company for any breach of this Agreement shall not
      be
      deemed a waiver of any subsequent breach of this Agreement.

    


    (e) The
      Executive and the Company independently have made all inquiries regarding the
      qualifications and business affairs of the other which either party deems
      necessary. The Executive affirms that he fully understands this Agreement’s
      meaning and legally binding effect. Each party has participated fully and
      equally in the negotiation and drafting of this Agreement. Each party assumes
      the risk of any misrepresentation or mistaken understanding or belief relied
      upon by him or it in entering into this Agreement.

    


    (f) The
      Executive’s obligations under this Agreement are personal in nature and may not
      be assigned by the Executive to any other person or entity. 

    


    (g) This
      instrument constitutes the entire Agreement between the parties regarding its
      subject matter. When signed by all parties, this Agreement supersedes and
      nullifies all prior or contemporaneous conversations, negotiations, or
      agreements, oral and written, regarding the subject matter of this Agreement.
      In
      any future construction of this Agreement, this Agreement should be given its
      plain meaning. This Agreement may be amended only by a writing signed by the
      Company and the Executive.

    


    (h) This
      Agreement may be executed in counterparts, a counterpart transmitted via
      facsimile, and all executed counterparts, when taken together, shall constitute
      sufficient proof of the parties’ entry into this Agreement. The parties agree to
      execute any further or future documents which may be necessary to allow the
      full
      performance of this Agreement. This Agreement contains headings for ease of
      reference. The headings have no independent meaning.

    


    (i) THE
      EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT
      AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION THEREOF. THIS
      AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT BY BOTH
      PARTIES.

    


    [Signature
      Page Follows]


    
      
         

      

      
        13

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Company and the Executive have executed this Employment
      Agreement as of the day and year first above written.

     

    
      	
              Alan
                H. Belcher

            	 	 	Ethanex Energy,
              Inc.
	 	 	 	 
	 	 	 	 
	
              /s/
                Alan H. Belcher

            	 	
               By: 
                

            	
              /s/
                Robert C. Walther   

            
	
              

            	 	 	
              

              Name: Robert
                C. Walther 

            
	
            	 	 	
              Title: Executive
                Chairman

            


    

     

    
      
         

      

      
        14