Exhibit 10.8**ETHANOL MARKETING AGREEMENT**This Ethanol Marketing Agreement (“Agreement”) is made and entered into as of the 9th day ofOctober, 2006, by and between E ENERGY ADAMS, LLC, a Nebraska limited liability company (“EENERGY”), and AVENTINE RENEWABLE ENERGY, INC., a Delaware corporation (“ARE”) (each a“Party”, and collectively the “Parties”).In consideration of the mutual terms and conditions contained herein, the Parties agree as follows:1. Term and Termination: The term of this Agreement shall commence on the date hereofand shall continue for a primary term of three (3) years, from the first day of the firstmonth commencing after the date of the first Bill of Lading delivered hereunder andthereafter; automatically renewing for successive one (1) year terms, unless terminated onthe expiration date of the initial three (3) year primary term, or on the expiration date ofany subsequent one (1) year renewal term, in each case by either Party with at least one (1)year written notice prior to such expiration date. If one of the parties breaches the termsof this Agreement, the other party may give the breaching party a notice in writing whichspecifically sets out the nature and extent of the breach, and the steps that must be taken tocure the breach. After receiving the written notice, the breaching party will then havethirty (30) days to cure the breach, if the breach does not involve a failure to market anddistribute the ethanol as required by this Agreement. If the breach does involve a failure tomarket and distribute the ethanol as required by this Agreement, then the breaching party willhave five (5) calendar days after receiving the written notice to cure the breach. If thebreaching party does not cure any breach within the applicable cure period, then thenon-breaching party will have the right to terminate this Agreement immediately. 2. Quantity and Quality   E ENERGY shall sell exclusively to ARE its total output of “Ethanol” (as hereinafterdefined), currently anticipated to be fifty million (50,000,000) gallons per year. Ethanolshall be delivered FOB the Plant, and title shall pass on the date of the Bill of Lading. A. For purposes of this Agreement, the “Ethanol” of E ENERGY shall include allfuel-grade ethanol produced at E ENERGY’s Adams, Nebraska, facility (the “Plant”),except that E ENERGY shall retain the right to ratably market up to ten percent (10%)of E ENERGY’s total annual production. E ENERGY shall give sufficient advance writtennotice of such gallons to ARE as the parties may agree. Upon receipt of such noticefrom E ENERGY, ARE shall grant written permission to E ENERGY to make such gallonsavailable for marketing by E ENERGY as soon as possible, and such permission shall notbe unreasonably withheld. Under no circumstance shall any gallons committed tocustomers of ARE
 

 
   be available for marketing by E ENERGY. Once permission is granted to E ENERGY byARE, the requested gallons shall become the sole responsibility of E ENERGY. B. Such Ethanol shall meet or exceed all industry standards or anyspecifications so required by the customer. ARE shall have the right to reject anyEthanol which does not meet such standards and such standards are subject to change byARE.3. ARE shall: A. Be solely responsible for the marketing, sale and delivery of all of theEthanol produced by E ENERGY at the Plant, at the price outlined in Section 5.  B. Remit payment to E ENERGY for the Ethanol as provided in Section 5; and  C. Be solely responsible for scheduling all shipments of Ethanol with E ENERGY,which shall include obtaining sufficient railcar, tank trucks and other transport asmay be needed to handle said production, negotiating rates and tariffs to be chargedfor delivery of said production to the customer, ascertaining that said production isdelivered where contracted as intended, handling all purchase agreements withcustomers and any complaints in connection therewith and collecting all accounts andundertaking any legal collection procedures as may be necessary.  D. Commit all of ARE’s Midwest equity gallons to the pool.4. E ENERGY shall: A. Provide to ARE on a timely basis a fifteen month production forecasts,monthly updates to the fifteen month production forecasts, daily plant inventorybalances and shipment information, and other information reasonably requested by ARE.E ENERGY shall use its reasonable best efforts to meet the monthly production targetsreflected in the fifteen month production forecast;  B. Notify ARE promptly of any material unscheduled shut-down, suspension, orsignificant decrease in production at the Plant that was not reported in the rollingfifteen month production forecasts or monthly updates provided under Section 4.A.above;  C. Provide to ARE specifications and certificates of analysis of the Ethanolsold to ARE that are consistent with the specifications referred to in Section 2.B.above. E ENERGY shall, at its expense, provide or cause to be provided all testingand related test equipment at or in the vicinity of
 

 
   the Plant to determine compliance with such specifications. ARE or itsrepresentative may, at ARE’s expense, have the right to perform periodic tests todetermine compliance with such specifications.  D. Be responsible for compliance with all federal, state, and local rules,regulations, and requirements regarding the shipment of Ethanol from the Plant,including but not limited to, all U.S. Department of Transportation (“DOT”)requirements relating to shipment of hazardous materials (e.g. proper paperwork,railcars meeting DOT requirements, etc.).  E. Provide for a minimum of eight (8) calendar days storage of the Ethanol on EENERGY’s premises at E ENERGY’s cost;  F. For all gallons sold to ARE, use certified meters or weight-scales thatprovide both gross and net 60o Fahrenheit temperature compensated gallons; and  G. Provide any of the information to be provided by E ENERGY pursuant to thisSection 4 to ARE electronically in data form, if such information is available in suchform.5. Pricing and Commission A. Sales Price. The per gallon sale price E ENERGY shall receive for theEthanol sold to ARE under this Agreement shall be based on the “Alliance Net PoolPrice” (as defined below) which shall be adjusted to reflect the “Pooled VolumeAdjustment” and/or “Pooled Volume True-Up” (as those terms are defined below), asapplicable. An illustrative example of the calculation of Alliance Net Pool Price isattached as Exhibit A hereto. a. “Alliance Net Pool Price” shall mean, with respect to anymonth, (i) the weighted average gross price per gallon received by ARE for allfuel grade Ethanol that was (A) supplied by an alliance partner or produced byARE and (B) sold during such month by ARE, *minus*(ii) all actual costs (on aper gallon basis) incurred by ARE in conjunction with the handling, movementand sale of such Ethanol, including but not limited to terminal lease charges,throughput charges, terminal shrinkage costs, freight charges, tariffs, costsof leasing railcars, trucks, river barges and ocean going vessels, governmenttaxes and assessments, insurance, inspection fees, administrative costs,working capital carrying costs, bad debt expense, and costs of purchasing anddelivering replacement ethanol due to lost or interrupted Ethanol productionand other costs, but excluding direct marketing costs incurred in marketingsuch Ethanol. ARE shall use commercially reasonable efforts to contain thecosts described in clause (ii) above so as to maximize the Alliance Net PoolPrice.
 

 
 b. If ARE’s pooled volume of fuel grade Ethanol at the end of amonth is higher than its pooled volume at the end of the immediately precedingmonth because pooled sales volumes were less than the aggregate volumesupplied by the alliance partners or produced by ARE during such month, theAlliance Net Pool Price for such month shall be calculated as if the amount ofsuch increase was included as gallons supplied by the alliance partners and/orproduced by ARE and sold by ARE during such month at a price per gallon equalto the estimated Alliance Net Pool Price for the immediately following month(as determined in good faith by ARE). The amount by which the Alliance NetPool Price for any month is increased or decreased as a result of theforegoing sentence is the “Pooled Volume Adjustment” for suchmonth.  c. In the event that the actual Alliance Net Pool Price for amonth is different from the estimated Alliance Net Pool Price used incalculating the Pooled Volume Adjustment for the immediately preceding month,an adjustment to the Alliance Net Pool Price in the current month shall bemade by an offset which is equal to the amount of such difference. Suchadjustment is the “Pooled Volume True-Up.” Payment shall be made in accordancewith paragraph C below. A Pooled Volume True-Up shall occur at the time ofpayment for the last delivery of Ethanol under this Agreement to reflect theactual Alliance Net Pool Price for the final month of the term of thisAgreement. B. Commission. For each gallon of Ethanol sold by E ENERGY to ARE underthis Agreement, ARE shall deduct from the Alliance Net Pool Price a commission equalto three quarters of one percent (0.75%) of the Alliance Net Pool Price.  C. Payment. For all quantities of Ethanol purchased by ARE from EENERGY and shipped from the Plant during a one-week period beginning on Monday andending on the following Sunday, ARE shall pay the estimated Alliance Net Pool Pricereferred to in Section 5.A. less commissions referred to in Section 5.B., to E ENERGYby ACH or wire no later than ten (10) business days following the end of said one-weekperiod. If at calendar month’s end, the actual Alliance Net Pool Price exceeds theestimated Alliance Net Pool Price, ARE shall pay E ENERGY on or before the15th business day of the following calendar month an amount equal to theproduct of (i) the difference between the actual and estimated Alliance Net Pool Price(in each case less commissions) and (ii) the aggregate quantity of Ethanol purchasedby ARE from E ENERGY and shipped from the Plant under this Agreement during the priorcalendar month. If the actual Alliance Net Pool Price is less than the estimatedAlliance Net Pool Price, E ENERGY shall pay ARE, and ARE shall have the right towithhold and set off from future payments to E ENERGY, an amount equal to the productof (x) the difference between the actual and estimated Alliance Net Pool Price (ineach case less commissions) and (y)
 

 
   the aggregate quantity of Ethanol purchased by ARE from E ENERGY and shipped fromthe Plant under this Agreement during such month.  D. Supporting Records. ARE shall keep a set of books and records inaccordance with generally accepting accounting principals with respect to all sales ofEthanol hereunder and all costs and commissions associated therewith, and shall makesuch books and records reasonably available to E ENERGY’s independent outsideaccounting representatives (upon execution by such independent outside accountingrepresentative of a mutually agreeable confidentiality agreement) at ARE’s office atany time by appointment during normal business hours upon at least five (5) businessdays prior written notice; *provided that*E ENERGY shall be entitled to no more thanone (1) such visit in any calendar year and E ENERGY’s independent outside accountingrepresentatives shall be permitted to disclose to E ENERGY only aggregate summaryinformation of the results of its review, and not any contract or customer specificinformation. In addition, ARE shall provide E ENERGY by e-mail or fax with supportingdocumentation regarding the calculation of the estimated Alliance Net Pool Price witheach weekly payment for Ethanol.6. Responsibility for Dedicated Railcars. E ENERGY acknowledges that ARE will enter intoleases or other arrangements intended to secure the availability of sufficient railcars toship the Ethanol produced at the Plant as contemplated by this Agreement (“DedicatedRailcars”). ARE shall promptly notify E ENERGY of such arrangements. In the event E ENERGY orARE terminates this Agreement and ARE’s commitments with respect to the Dedicated Railcarscontinue past the date of such termination, E ENERGY shall be responsible for all of ARE’scosts and expenses (including without limitation carrying costs and finance charges) relatedto such Dedicated Railcars after the date of such termination through the end of the currentlease period. ARE and E ENERGY shall cooperate in good faith to minimize the amount of anysuch costs and expenses, including using commercially reasonable efforts to assign ARE’srights and obligations with respect to the Dedicated Railcars to E ENERGY. Without limitingthe generality of the foregoing, except as may otherwise be agreed by ARE and E ENERGY andrecognizing that ARE will make a good faith effort to accommodate any start-up issues andschedule rail cars accordingly, in the event that the Plant does not start up or fails toprovide substantially the contemplated volumes of Product, any costs incurred for suchDedicated Railcars not so utilized shall be for E ENERGY’s account,7. Indemnity: ARE shall indemnify, defend, and hold E ENERGY and its affiliates,subsidiaries, parents, and its and their respective directors, officers, stockholders,members, employees, and agents harmless from and against any and all claims, losses, awards,judgments, settlements, fines, penalties, liabilities, damages, costs or expenses (includingreasonable out-of-pocket Attorney’s fees and expenses) incurred on account of any injury ordeath of persons or damages to property to the extent caused by or arising out of thenegligence or willful misconduct of
 

 
  ARE, its officers, employees, or agents in performing ARE’s obligations under thisAgreement.   E ENERGY shall indemnify, defend, and hold ARE and its affiliates, subsidiaries, parents,and its and their respective directors, officers, stockholders, employees, and agentsharmless from and against any and all claims, losses, awards, judgments, settlements,fines, penalties, liabilities, damages, costs or expenses (including reasonableout-of-pocket Attorney’s fees and expenses) incurred on account of any injury to or deathof persons or damages to property to the extent caused by or arising out of the negligenceor willful misconduct of E ENERGY, its officers, employees, or agents in performing EENERGY‘s obligations under this Agreement. In addition, E ENERGY shall indemnifyand hold ARE and its affiliates, subsidiaries, parents, and its and their respectivedirectors, officers, stockholders, employees, and agents harmless from and against any andall claims, losses, awards, judgments, settlements, fines, penalties, liabilities, damages,costs or expenses (including reasonable out-of-pocket Attorney’s fees and expenses) to theextent caused by or arising out of (i) any defects in, or otherwise relating to the qualityor condition of, the Ethanol supplied by E ENERGY and (ii) noncompliance with applicablefederal, state or local rules, regulations or requirements regarding shipment of Ethanolfrom the Plant as more fully set forth in Section 4.D above.8. Force Majeure: A. In the event either Party is rendered unable, wholly or in part, by ForceMajeure to carry out its obligations under this Agreement, it is agreed that on suchParty’s giving notice in writing, or by telephone and confirmed in writing, to theother Party as soon as possible after the commencement of such Force Majeure event,the obligations of the Party giving such notice, so far as and to the extent they areaffected by such Force Majeure, shall be suspended from the commencement of such ForceMajeure and during the remaining period of such Force Majeure, but for no longerperiod, and such Force Majeure shall so far as possible remedied with all reasonabledispatch; provided, however, the obligation to make payments then accrued hereunderprior to the occurrence of such Force Majeure shall not be suspended.  B. The term “Force Majeure” as used in this Agreement shall mean strikes,lockouts, or industrial disturbances; riots or civil disturbances; interference bycivil or military authorities; wars, blockades, insurrection, or acts of other publicenemy or acts of terrorism; epidemics, landslides, lightning, earthquakes, fires,storms, floods, washouts, or other acts of God; arrests or restraints of governmentsand people; compliance with federal, state, or local laws, rules, or regulations,acts, orders, directives, requisitions or requests of any official or agency offederal, state or local governments; fires, explosions, freezing, failures,disruptions, breakdowns or accidents to transportation equipment or facilities;prorationing by transporters; the
 

 
   necessity of testing, making repairs, alterations or enlargements to transportationequipment or facilities; embargoes, priorities, expropriation or condemnation bygovernment or governmental authorities; and any other cause which is not reasonablywithin the control of the Party claiming suspension.9. Limitation of Damages: NEITHER PARTY SHALL BE LIABLE OR OTHERWISE RESPONSIBLE TO THEOTHER PARTY HEREUNDER FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGESAS TO ANY ACTION OR OMISSION, WHETHER CHARACTERIZED AS A CONTRACT BREACH OR TORT OR OTHERWISETHAT ARISES OUT OF OR RELATES TO THIS AGREEMENT OR ITS PERFORMANCE EXCEPT FOR ANY SUCH AMOUNTSPAID BY A PARTY TO A NON-AFFILIATE THIRD PARTY, WHICH WOULD THEREFORE BE CONSIDERED ACTUALDAMAGES INCURRED BY SUCH PARTY.10. Independent Contractor: It is expressly understood that the relationship of ARE to EENERGY is that of an independent contractor and nothing contained herein shall be construed tocreate any partnership, agency, or employer/employee relationship. ARE may freely choose thecustomers from whom business shall be solicited and the time and place for solicitation.11. Notices: Any notices required to be given under this Agreement shall be in writingand be sufficiently given when delivered in person or deposited in the U.S. mail (registeredor certified), postage prepaid, addressed as follows:     E ENERGY: E ENERGY ADAMS, LLC 510 Main St   PO Box 49   Adams, NE 68301.3830   Attn.: Jack L. Alderman    ARE: AVENTINE RENEWABLE ENERGY, INC.   P. O. Box 10   Pekin, IL 61555   Attn: Ron Miller12. Insurance: Each Party shall maintain, at all times while this Agreement is in effect,and each at its own sole cost and expense, comprehensive general liability insurance with acombined single limit for bodily injury and property damage of not less than $1,000,000 forany one occurrence. Each Party shall, promptly after execution of this Agreement, furnish theother Party a Certificate of Insurance evidencing the foregoing insurance coverage, and shallpromptly provide the other Party with prior written notice of any change to or cancellation ofsuch Certificate of Insurance or insurance coverage. The insurance requirements set forthherein are minimum coverage requirements and are not to be construed in any way as alimitation on liability under this Agreement.
 

 
13. Entire Agreement: This Agreement contains the entire agreement between the Partiesand supersedes all previous agreements, either oral or written, between the Parties. Thelanguage of this Agreement shall not be construed in favor of or against either Party, butshall be construed as if the language was drafted mutually by both Parties. No modificationshereof shall be valid unless made in writing and signed by both Parties.14. Waiver: The failure of either Party to enforce any of its rights hereunder on anyparticular occasion shall not constitute a waiver of such rights on any subsequent occasion.15. Assignment: This Agreement may not be assigned by either Party without the priorwritten consent of the other Party, which consent shall not be unreasonably withheld;provided, however, that either party may assign its rights and responsibilities to asubsidiary or similarly related organization if such assignment is part of a businessrestructuring and such assignment does not materially impair or affect the rights andobligations of the other Party.16. Headings: Any paragraph headings are used for convenience only and are not intendedand shall not be used in interpreting any provisions of this Agreement.17. No Third Party Beneficiary: Except as otherwise provided herein, nothing contained inthis Agreement shall be considered or construed as conferring any right or benefit on a personnot a Party to this Agreement and neither this Agreement nor the performance hereunder shallbe deemed to have created a joint venture or partnership between the Parties.18. Governing Law: This Agreement shall be governed by the laws of the State of Nebraskawithout regard to the conflict of laws provisions thereof. Each of the parties heretoirrevocably submits to the jurisdiction of any state or federal court sitting in the State ofNebraska in any action or proceeding brought to enforce or otherwise arising out of orrelating to this Agreement.19. Arbitration: Any dispute arising out of or in connection with this Agreement shall besubmitted to arbitration. The arbitration shall be conducted according to the CommercialArbitration Rules of the American Arbitration Association. The place of arbitration shall beNew York, New York or such other place as may be agreed upon by the Parties. Both Partiesshall attempt to agree upon one arbitrator, but if they are unable to agree, each shallappoint an arbitrator and these two shall appoint a third arbitrator. Expenses of thearbitrator(s) shall be divided equally between the Parties. Judgment upon the award renderedby the arbitrators) may be entered in any court having jurisdiction thereof, and shall beenforceable against the Parties in accordance with the 1958 Convention on the Recognition andEnforcement of Foreign Arbitral Awards, as amended.
 

 
20. Severability: If any term or provision of this Agreement is held by a court ofcompetent jurisdiction to be invalid, void or unenforceable, the remainder of the terms andprovisions of this Agreement shall remain in full force and effect and shall in no way beaffected, impaired or invalidated so long as the economic or legal substance of thetransactions contemplated hereby is not affected in any manner materially adverse to a Party.Upon such determination, the Parties shall negotiate in good faith to modify this Agreement soas to affect the original intent of the Parties as closely as possible in an acceptable mannerso that the transactions contemplated hereby be consummated as originally contemplated to thefullest extent possible.21. Confidentiality: The terms of this Agreement and any non-public information providedto either Party pursuant to this Agreement (including without limitation pursuant to Section5.D. hereof) are confidential and the Party receiving such information will hold, and willcause its agents, accountants and advisors to hold, all such information in confidence, unlessit is compelled to disclose such information by judicial or administrative process or by otherrequirements of law. Notwithstanding any other provision contained in this Agreement, AREacknowledges and agrees that the disclosure of this Agreement and the transactionscontemplated hereby by E ENERGY in any report filed with the Securities and ExchangeCommission at any time after the date hereof will not be a violation of this Section 21.In WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of thedate first written above.        AVENTINE RENEWABLE ENERGY, INC. E ENERGY ADAMS, LLC       By: /s/ Ronald Miller  By: /s/ Jack L. Alderman   Ronald Miller, President   Jack L. Alderman, President       Date: October 9, 2006 Date: September 29, 2006
 

 
EXHIBIT AILLUSTRATIVE EXAMPLE OF CALCULATION OF