##### 



BNSF RAILWAY COMPANY  LEASE OF LAND FOR CONSTRUCTION/REHABILITATION OF TRACK
 THIS LEASE OF LAND FOR CONSTRUCTION/REHABILITATION OF TRACK (Lease) nd Effective Date BNSF RAILWAY COMPANY Railroad Industry
 RECITALS
 Exhibit A Premises
 Track
Agreement Track
  AGREEMENTS
 NOW THEREFORE,
 LEASE OF PREMISES
   PERMITTED USES




---



##### 



Permitted Uses
 Routine Activities
 Major Construction
 Revenue Commencement Date
 Fouling or Fouled
 TERM
  RENTAL
  2




---



##### 



COMPLIANCE WITH LAWS AND RAILROAD REQUIREMENTS
  Law Laws
  Right of Entry Agreement Exhibit D
 USE AND MAINTENANCE OF PREMISES
   Facilities
 3




---



##### 



Equipment
 Section 2
     4




---



##### 



DEFINITION OF COST AND EXPENSE
  The Wall Street Journal 1 2 The Wall Street Journal 1 2
 RIGHT OF RAILROAD TO USE
    Section 2
 CLEARANCES
 1 2 Minimal Clearances Section 9 Section 9
 Section 9
 5




---



##### 



INDEMNIFICATION
 Section 10 Exhibit B
 (i) INDUSTRY SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD RAILROAD AND RAILROADS
AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE INDEMNITEES) HARMLESS
FROM AND AGAINST ALL CLAIMS, LIABILITIES, FINES, PENALITIES, COSTS, DAMAGES, LOSSES, LIENS,
CAUSES OF ACTION, SUITS, DEMANDS, JUDGMENTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
COURT COSTS, ATTORNEYS FEES AND COSTS OF INVESTIGATION, REMOVAL AND REMEDIATION AND
GOVERNMENTAL OVERSIGHT COSTS) ENVIRONMENTAL OR OTHERWISE (COLLECTIVELY, LIABILITIES)
ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY CLAIM THAT BY VIRTUE OF THE USE OF
THE TRACK CONTEMPLATED IN THIS LEASE, UNDER CERCLA OR OTHER ENVIRONMENTAL LAWS, RAILROAD IS
(I) AN OWNER, OPERATOR, ARRANGER OR TRANSPORTER OF THE TRACK, OR (II) OTHER THAN A
COMMON CARRIER WITH RESPECT TO THE TRACK, REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY
OF ANY INDEMNITEE.
 (ii) IF ANY EMPLOYEE OF INDUSTRY OR INDUSTRYS OFFICERS, AGENTS, INVITESS, LICENSEES,
EMPLOYEES, OR CONTRACTORS, OR ANY PARTY DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, OR
ANY PARTY THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, INDUSTRY PARTIES) CLAIMS HE
OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, INDUSTRY SHALL INDEMNIFY AND HOLD THE INDEMNITEES
HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART)
ANY SUCH CLAIM INCLUDING, BUT NOT LIMITED TO, CLIAMS RELATED TO PROCEEDINGS UNDER OR RELATED
TO THE FEDERAL EMLOYERS LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE BOILER INSPECTION ACT,
THE OCCUPATIONAL SAFETY AND
 6




---



##### 



HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
STATUTE AND REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNITEE RELATED TO
SUCH CAUSES OF ACTION.
  PERSONAL PROPERTY WAIVER
 ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS
UPON THE PREMISES WILL BE AT THE RISK OF INDUSTRY ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY
DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY
INDEMNITEE.
 INSURANCE
 Section 12 Exhibit C
   
    
    Industrys statutory liability under the workers compensation Laws
of the state(s) in which the work is to be performed. If optional
under State Law, the insurance must cover all employees anyway.
 7




---



##### 




    
    Employers Liability (Part B) with limits of at least $500,000 each
accident $500,000 by disease policy limit, $500,000 by disease of each
employee.
 Section 12:
   Section 12 Section 12
 Section 12
 ENVIRONMENTAL
 Environmental Law(s) CERCLA
 8




---



##### 



Hazardous Material(s)
    9




---



##### 



Section 13
  ALTERATIONS
  NO WARRANTIES
 RAILROADS DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATE IN THIS LEASE AND SHALL
NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. SO REPRESENTATIONS OR
WARRANTIES HAVE BEEN MADE BY RAILROAD OTHER THAN THOSE CONTAINED IN THIS LEASE. INDUSTRY HEREBY
WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES WHICH MAY EXIST BY
OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
 10




---



##### 



QUIET ENJOYMENT
 RAILROAD DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND INDUSTRY IN THE
PEACEABLE POSSESSION OR USE THEREOF, NO COVENANT OF QUIET ENJOYMENT IS MADE.
 DEFAULT
   Section 17
 LIENS
 Section 18
 TERMINATION
  11




---



##### 



ASSIGNMENT/SUBLETTING
  NOTICES
  If to Railroad:
    
    Staubach Global Services  RR, Inc.3017 Lou Menk Drive, Suite 100Fort Worth, Texas 76131Attn: Track AgreementsIf to Industry:
    
    E Energy Adams, LLC510 Main StreetAdams, Nebraska 68301
 SURVIVAL
  RECORDATION
  APPLICABLE LAW
  SEVERABILITY
  12




---



##### 



INTEGRATION
  MISCELLANEOUS
   IN WITNESS WHEREOF,
 BNSF RAILWAY COMPANY, a Delaware CorporationBy:
    
    /s/ Stephen M. KuzmaName:
    
    Stephen M. KuzmaTitle:
    
    Manager  Land Revenue ManagementE ENERGY ADAMS, LLC510 Main StreetAdams, Nebraska 68301By:
    
    Jack L. AldermanName:
    
    Jack L. AldermanTitle:
    
    President
 13




---



##### 



14




---



##### 



EXHIBIT B
 Indemnification Provision Applicable During Major Construction
 Section 10 Exhibit B
 1. TO THE FULLEST EXTENT PERMITTED BY LAW, INDUSTRY SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD
HARMLESS RAILROAD AND RAILROADS AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL
REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE
INDEMNITEES) FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, FINES PENALTIES, COSTS,
DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, DEMANDS, JUDGMENTS AND EXPENSES (INCLUDING WITHOUT
LIMITATION, COURT COSTS, ATTORNEYS FEES AND COSTS OF INVESTIGATION, REMOVAL AND REMEDIATION AND
GOVERNMENTAL OVERSIGHT COSTS) ENVIRONMENTAL OR OTHERWISE (COLLECTIVELY, LIABILITIES) OF ANY
NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY DIRECTLY OR INDIRECTLY ARISING OUT OF,
RESULTING FROM OR RELATED TO (IN WHOLE OR IN PART):
 (a)
    
    THIS LEASE, INCLUDING, WITHOUT LIMITATIONS, ITS ENVIRONMENTAL PROVISIONS,(b)
    
    ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LEASE,(c)
    
    INDUSTRYS OCCUPATION AND USE OF THE PREMISES,(d)
    
    THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY, AGGRAVATED
BY, OR CONTRIBUTED IN WHOLE OR IN PART, BY INDUSTRY, OR(e)
    
    ANY ACT OR OMISSION OF INDUSTRY OR INDUSTRYS OFFICERS, AGENTS, INVITEES,
LICENSEES, EMPLOYEES OR CONTRACTORS, OR ANY PARTY DIRECTLY OR INDIRECTLY EMPLOYED BY
ANY OF THEM, OR ANY PARTY THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY,
INDUSTRY PARTIES),
 EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO, IN WHOLE OR IN PART, ANY
NEGLIGENCE OF ANY INDEMNITEE. THE ONLY LIABILITIES WITH RESPECT TO WHICH INDUSTRYS
OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY ARE LIABILITIES TO THE EXTENT
PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE.




---



##### 



2. FURTHER, NOTWITHSTANDING THE LIMITATION IN SECTION 1. INDUSTRY SHALL NOW AND FOREVER WAIVE ANY
AND ALL CLAIMS REGARDLESS WHETHER BASED ON STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, THAT RAILROAD
IS AN OWNER, OPERATOR, ARRANGER, OR TRANSPORTER OF THE PREMISES FOR PURPOSES OF CERCLA OR
OTHER ENVIRONMENTAL LAWS. INDUSTRY WILL INDEMNIFY, DEFEND AND HOLD THE INDEMNITEES HARMLESS FROM
ANY AND ALL SUCH CLAIMS REGARDLESS OF NEGLIGENCE OF THE INDEMNITEES. INDUSTRY FURTHER AGREES THAT
THE USE OF THE PREMISES AS CONTEMPLATED BY THIS LEASE SHALL NOT IN ANY WAY SUBJECT RAILROAD TO
CLAIMS THAT RAILROAD IS OTHER THAN A COMMON CARRIER FOR PURPOSES OF ENVIRONMENTAL LAWS AND
EXPRESSLY AGREES TO INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FOR ANY AND ALL SUCH
CLAIMS. IN NO EVEN SHALL RAILROAD BE REPSONSIBLE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES.
 3. INDUSTRY FURTHER AGREES AND SHALL CAUSE ITS CONTRACTOR TO AGREE, REGARLESS OF ANY NEGLIGENCE OR
ALLEGED NEGLIGENCE OF ANY INDEMNITEE, TO INDEMNIFY AND HOLD HARMLESS THE INDMNIEES AGAINST AND
ASSUME THE DEFENSE OF ANY LIABILITIES ASSERTED AGAINST OR SUFFERED BY ANY INDEMNITEE UNDER OR
RELATED TO THE FEDERAL EMPLOYERS LIABILITY ACT (FELA) WHENEVER EMPLOYEES OF INDUSTRY OR ANY OF
ITS AGENTS, INVITEES OR CONTRACTORS CLAIM OR ALLEGE THAT THEY ARE EMPLOYEES OF ANY INDEMNITEE OR
OTHERWISE. THIS INDEMNITY SHALL ALSO EXTEND, ON THE SAME BASIS, TO FELA CLAIMS BASED ON ACTUAL OR
ALLEGED VIOLATIONS OF ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO
THE SAFETY APPLIANCE ACT, THE BOILER INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT. THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE.




---



##### 



EXHIBIT C
 Insurance Provisions Applicable During Major Construction
 Section 12 Exhibit C
 1.
    
    Industry must, at its sole cost and expense, procure and maintain the following insurance
coverages:
  §
    
    Bodily Injury and Property Damage§
    
    Personal Injury and Advertising Injury§
    
    Fire legal liability§
    
    Products and completed operations
  §
    
    The employee and workers compensation related exclusions in the above policy
shall not apply with respect to claims related to railroad employees.§
    
    The definition of insured contract must be amended to remove any exclusion
or other limitation for any work being done within 50 feet of railroad
property.§
    
    Any exclusions related to the explosion, collapse and underground hazards
must be removed.
   §
    
    Bodily injury and property damage§
    
    Any and all vehicles owned, used or hired
 C.
    
    Workers Compensation and Employers Liability insurance
including coverage for, but not limited to:




---



##### 



§
    
    Industrys statutory liability under the workers compensation laws of the
state(s) in which the work is to be performed. If optional under State law,
the insurance must cover all employees anyway.§
    
    Employers Liability (Part B) with limits of at least $500,000 each
accident, $500,000 by disease policy limit, $500,000 by disease each employee.
  §
    
    Endorsed to include the Pollution Exclusion Amendment (ISO form CG 28 31 10
93)§
    
    Endorsed to include the Limited Seepage and Pollution Endorsement§
    
    Endorsed to include Evacuation Expense Coverage Endorsement§
    
    No other endorsements restricting coverage may be added§
    
    The original policy must be provided to the Railroad prior to performing any
work or services under this Lease.
  X     I elect to participate in Railroads
Blanket Policy for activities commencing as of the Effective Date
(if any);o    I elect not to participate in Railroads Blanket Policy
for activities commencing as of the Effective Date (if any)
 2.
    
    In addition to the foregoing, the following other requirements shall apply to this
Exhibit C.




---



##### 








---



##### 



Exhibit C Exhibit C
  Exhibit C , Railroad




---



##### 



Exhibit 10.14
 BNSF RAILWAY COMPANY  INDUSTRY TRACK AGREEMENT
 THIS AGREEMENT (Agreement) nd Effective Date Railroad Industry
 WHEREAS Railroad Track Industry Track Track Plant
 NOW, THEREFORE
 1.
    
    OWNERSHIP. Railroad shall own the Railroad Track and Industry shall own the Industry
Track.
 2.
    
    MAINTENANCE AND OPERATION
 Legal Requirements




---



##### 



Facilities Equipment




---



##### 



1 2 Minimal Clearances Section 2(g) Section 2(g)
 TERM.
 INDEMNITY
 Indemnitees Liabilities Industry Parties
 INDUSTRY SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND
AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY CLAIM THAT BY VIRTUE
OF THE USE OF THE TRACK CONTEMPLATED IN THIS AGREEMENT, UNDER CERCLA OR OTHER ENVIRONMENTAL LAWS
RAILROAD IS (I) AN OWNER, OPERATOR, ARRANGER OR TRANSPORTER OF THE INDUSTRY TRACK OR THE
PLANT, OR (II) OTHER THAN A COMMON CARRIER WITH RESPECT TO THE TRACK REGARDLESS OF ANY NEGLIGENCE
OR STRICT LIABILITY OF ANY INDEMNITEE.




---



##### 



IF ANY EMPLOYEE OF ANY INDUSTRY PARTY CLAIMS HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE,
INDUSTRY SHALL INDEMNIFY AND HOLD THE INDEMNITEES HARMLESS FROM AN AGAINST ANY LIABILITIES ARISING
OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH CLAIM INCLUDING, BUT NO LIMITED TO, CLAIMS
RELATED TO PROCEEDINGS UNDER OR RELATED TO THE FEDERAL EMPLOYERS LIABILITY ACT, THE SAFETY ACT,
THE RESOURCE CONVSERVATION AND RECOVER ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE AND REGARDLESS
OF ANY NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNITEE RELATED TO SUCH CAUSES OF ACTION.
  INSURANCE.
 A.
    
    Commercial General Liability insurance that contains broad form contractual
liability with a combined single limit of a minimum of $1,000,000 each occurrence and
an aggregate limit of at least $2,000,000. Coverage must be purchased on a post 1998
ISO occurrence or equivalent and include coverage for, but not limited to, Bodily
Injury and Property Damage, Products and completed operations. The definition of
insured contract shall be amended to remove any exclusion or other limitation for any
work being done within 50 feet of railroad property.B.
    
    Workers Compensation and Employers Liability insurance including coverage for,
but not limited to:
 §
    
    Industrys statutory liability under the workers compensation laws of the
state(s) in which the work is to be performed. If optional under State law,
the insurance must cover all employees anyway.§
    
    Employers Liability (Part B) with limits of at least $500,000 each
accident, $500,000 by disease policy limit, $500,000 by disease each employee.




---



##### 



DEFINITION OF COST AND EXPENSE The Wall Street Journal 1 2
 RIGHT OF RAILROAD TO CONSTRUCT FUTURE FACILITIES
 PUBLIC ASSESSMENTS
 NOTIFICATION REQUIREMENTS




---



##### 



DEFAULT
 TERMINATION
  (i)
    
    any default as described in Sections 10(a) or (b) occurs;(ii)
    
    any default as described in Section 10(c) occurs and
persists for 30 days following written notice from Railroad;(iii)
    
    Industry fails to utilize rail service from Railroad to or
from the Plant for a period of eight (8) months in any period of twelve (12)
months;(iv)
    
    Railroad is authorized by competent public authority to abandon
its line to which said Track is connected; or(v)
    
    Railroad is dispossessed of the right to operate over the track
or its connecting track or any part thereof, Railroad may terminate this
Agreement effective immediately by written notice to Industry.




---



##### 



Section 11
 ASSIGNMENT
 NOTICES
 SURVIVAL
 MISCELLANEOUS




---



##### 








---



##### 



IN WITNESS WHEREOF
 RAILROAD:BNSF RAILWAY COMPANYBy:
    
    Stephen M. KuzmaName:
    
    Stephen M. KuzmaTitle:
    
    Manager  Land Revenue ManagementAddress for notices:Staubach Global Services3017 Lou Menk Drive, Suite 100Fort Worth, TX 76131-2800Attn: Track AgreementsINDUSTRYE ENERGY ADAMS, LLCBy:
    
    Jack L. AldermanName:
    
    Jack L. AldermanTitle:
    
    PresidentAddress for notices:E ENERGY ADAMS, LLC510 Main StreetAdams, Nebraska 68301




---



#####