##### 



(KINDER MORGAN INC LOGO)
    
    Natural Gas Pipeline Company of America
747 East
22ndStreetLombard, Illinois 60148Phone 630-691-3000Facsimile 630-691-3630
  
 RE:
    
    AGREEMENT REGARDING FACILITIES NECESSARY FOR NATURAL GAS PIPELINE COMPANY OF AMERICA
(Company) TO DELIVER GAS TO E ENERGY ADAMS ETHANOL PLANT (Customer) IN GAGE COUNTY,
NEBRASKA
  Section 17, Township 6 North, Range 8 East in
Gage County, Nebraska
 1.
    
    Facilities  Pursuant to the terms and conditions contained herein, Company
or Companys designee will design, install, own, operate and maintain the side tap, valve
assembly, meter tube, measurement facilities, and other related facilities (Facilities)
that Company deems necessary to measure and deliver gas at the aforementioned point.
Customer or Customers designee will design, install, own, operate and maintain at its
sole expense, all necessary pipeline and pipeline-related facilities that are required for
the receipt of gas from the Facilities.Each party to this Agreement is completely and solely responsible for the overpressure
protection of its own pipelines, valves, and all other related facilities. At all times
during or after construction, each party shall retain title to their respective facilities
and shall be responsible for insuring its interest therein.2.
    
    Available for Service Date  Company shall use its reasonable efforts to have
the Facilities constructed and Available for Service on or before September 15,
2007. In the event that Customer determines that its facilities have been delayed,
Customer shall promptly notify Company in writing of the length of said delay. In turn,
Company will have the option to delay the Available for Service date accordingly.3.
    
    Additional Facilities  If in the event the gas volumes delivered through the
Facilities become less than the Minimum Flow or more than the Maximum Flow as defined in
paragraph 4 and Company determines modification or additional equipment (Flow
Modifications) are required for accurate measurement of such volumes, Customer or
Customers designee agrees to pay for the installation of the Flow Modifications necessary
to correct the problem to Companys sole satisfaction. If Customer fails to comply with
its obligations under this paragraph 3, Company, in addition to any legal or equitable
remedy it may have, may refuse to receive or deliver gas through the point established
hereunder.4.
    
    Design  Company and Customer agree that their respective facilities shall be
designed, engineered, constructed, and installed in compliance with all applicable laws,
sound and prudent standards, practices common to the natural gas




---



##### 



industry, its respective engineering specifications and all Department of Transportation
and American Gas Association measurement standards. The parties agree to design the
facilities for a maximum allowable operating pressure of 712 psig. The meter
facilities will be designed to deliver gas volumes at a rate of no less than 1,104 Mcf
per day (46 Mcf per hour or Minimum Flow) and up to 10,200 Mcf per day (425 Mcf per hour
or Maximum Flow). This daily flow level represents a design approximation and is
neither a representation nor a guarantee that actual operating conditions will permit such
flow. If requested by Company, Customer shall submit to the Company detailed drawings and
specifications describing their facilities. Within ten (10) business days of receipt of
such drawings and specifications, Company shall notify Customer of any exceptions to such
drawings and specifications. Company shall have final design authority over said designs.
Companys review is for the limited purpose of ensuring the protection and use of the
facilities and shall not be construed as confirming or endorsing the design, drawings or
specific use or as a warranty of any type. Customer agrees to coordinate with Company all
construction activities including rail construction, road construction and other third
party arrangements such that Companys construction schedules and resulting costs are not
adversely impacted. See Exhibit A for the projected construction schedule.5.
    
    Facility Costs  The costs Customer shall reimburse Company to install the
Facilities is estimated to be six hundred twenty-seven thousand four hundred seventy
dollars ($627,470) inclusive of the income tax gross up (Payment). Customer shall be
responsible for paying all costs associated with the design, engineering, construction,
testing and placing in service of the Facilities including, but not limited to, all direct
and indirect costs incurred by Company, filing costs, labor costs, easement costs,
material costs and cancellation penalities, legal costs, permitting costs, installation,
inspection and testing costs, gas lost, Companys normal and customary overheads, and
applicable taxes. Specific details on the estimated facilities costs can be found on the
attached ExhibitB. This is only an estimate and in no way limits Customers
obligation to reimburse Company for all such costs. Terms and conditions agreed to between
the parties shall meet the Companys FERC Gas Tariff provisions including an approved
credit application as may be required.6.
    
    Payment Customer shall pay Company for all costs specified in paragraph 5.
Exhibit C details the invoice, timing and payment(s) due Company prior to the
Available for Service Date. All payments to Company shall be made by bank wire, or in such
other manner as may be mutually agreed to by the parties.Within ninety days after the Available for Service Date, Company shall reconcile actual vs.
estimated costs of the project. If the actual costs are greater than the Payment(s) Company
shall invoice Customer for the difference and Customer shall pay such invoice within 30
days from the date of the invoice. If the actual costs are less than the Payment(s),
Company shall refund Customer the difference. Customer retains the right to reasonably
challenge such costs and obtain back-up documentation from the Company but will not be
excused from making timely payments pending resolution of disputed amounts. Failure by
Customer to remit full payment of amounts due Company hereunder within the time period
specified will subject said unpaid amount to a late interest charge, calculated at an
annual percentage rate of 18% and remain due under the terms hereof.7.
    
    License/Easement (a) Customer hereby grants to Company a license to occupy and use, subject to all of the
terms and conditions hereof, so much of the premises controlled by Customer under the
easement or other property rights relative to the Facilities as is necessary for the
purposes of this Agreement at no cost to Company. Upon request, Customer shall furnish
Company an exact description of such premises and license agreement. Such license is
nonexclusive. Customer hereby retains all of its rights to the premises except as granted
herein. Customer shall, at its sole cost and expense, cause such easement(s) to maintained
throughout the term of this Agreement and provide Company personnel with unencumbered
access to the Facilities.(b) This grant of license shall commence on the date hereof and shall continue until the
Facilities are removed, but not longer than Customers or its designees rights under its
easement or other property rights, notwithstanding the termination of this Agreement.8.
    
    Operation and Maintenance (a) Each party shall be fully responsible for the continued operation, maintenance, repair
and replacement of its respective facilities, either by its own actions or those of a
designee, and all cost, expense and risk associated therewith.
 Page 2 of 9




---



##### 



(b) Each party, or its designee, shall operate, maintain and repair its facilities
constructed hereunder in accordance with sound, workmanlike and prudent practices common to
the natural gas industry, and such practices shall not be less than the standards and
practices followed by such party in the routine maintenance, operation and repair of
similar natural gas pipeline facilities owned and/or operated by such party. Each party
shall require its contractors and subcontractors furnishing labor, material, supplies
and/or services for said work to follow the same practices.(c) Custody of the gas shall transfer from Company to Customer after it passes through the
600# ANSI insulating joint immediately downstream from the Facilities.(d) Each party shall have the right to be present during any reading, testing, calibrating,
adjusting, installation, changing and/or repairing of the gas measurement facilities
equipment. Any work performed on the Facilities will be by Company only or its designated
agent. Company will install, own, operate and maintain Electronic Flow Measurement (EFM)
and communication equipment for the purpose of calculating and recording the gas quantities
delivered by Company to Customer. The information generated by Companys EFM will
constitute the official custody transfer measurement data for gas quantities delivered
through the Facilities. The quantity of gas delivered through the Facilities shall be
measured in accordance with the specifications set forth in Companys FERC Gas Tariff.
Customer has the right to reasonably review such calculations and recordings. Customer
will be responsible for all gas usage downstream from the Custody Transfer Point.9.
    
    Limitation on Obligation  This Agreement shall not obligate Company in any
way to purchase or sell gas. Receipt, delivery or transportation of gas on behalf of
Customer or any other party shall be governed by Companys FERC Gas Tariff and any
transportation agreements executed by Company and the shipping party (if applicable).10.
    
    Commencement of Construction  The parties agree that Company shall not
commence installation of the Facilities until (1) all requisite authorization has been
received and accepted, (2) this Agreement has been executed by both parties, and (3)
Company has received the Payment from the Customer. Each party is solely responsible for
securing the governmental approvals, if any, required for the construction and operation
of its respective facilities under this Agreement. Each party shall provide reasonable
cooperation to the other party (if required) in connection with obtaining such approvals.
It is Companys intention to construct the Facilities under Natural Gas Act Section 7(c)
authorization pursuant to Companys Blanket Certificate Authority under 18 CFR, Part 157,
Subpart F. Company will seek to acquire right-of-way easements, if required, and
environmental permits on terms and conditions acceptable to Company.11.
    
    TermThis Agreement shall be effective upon execution by Company and shall
continue in effect until (a) terminated by the mutual agreement of the parties hereto, (b)
final removal and/or abandonment of the Facilities pursuant to all applicable laws or (c)
one party notifies the other that it will permanently cease delivering gas through or
receiving gas from the Facilities. Furthermore, (i) if Customer purports to terminate this
Agreement for any reason and Payment(s) have not yet been made as provided herein,
Customer shall reimburse Company for all costs incurred or committed to be paid for design
and construction of the Facilities (including but not limited to acquisition or options
for rights-of-way, permits, and third party charges), as well as all other costs incurred
by Company as a consequence of Customers terminating this Agreement, no later than
fifteen (15) days from the date of the invoice(s) itemizing such costs; (ii) the
indemnification provisions and payment obligations hereof shall, however, survive such
termination relative to all losses, deaths, injuries, claims, billings, liens, demands,
and causes of action of every kind and character, discovered or undiscovered, arising out
of, in connection with, or as an incident to this Agreement; and (iii) after the Available
for Service date, each party shall be responsible for all costs associated with the
removal and/or abandonment of its respective facilities, and obtaining of all regulatory
approvals to do so under applicable law.12.
    
    Indemnification.  Notwithstanding any other provision in this Agreement,
each party (Indemnifying Party) agrees to protect, defend, indemnify and hold the other
party (Indemnified Party), its directors, officers, employees, attorneys-in-fact,
agents, partners and affiliated companies, free and harmless from and against any and all
losses, claims, liens, demands, and causes of action of every kind and character,
including, but not limited to, the amounts of judgments, penalties, interest, court costs,
investigation expenses and costs and attorneys fees incurred by the Indemnified Party,
its directors, officers, employees, attorneys-in-fact, agents, partners and affiliated
companies, in defense of same arising in favor of any governmental agencies, third
parties, contractors or subcontractors, on account of taxes claims, liens, debts, personal
injuries, death or damages to property, and all other claims or demands of every character
occurring or in any way incident to, in connection with, or arising out of the Indemnifying Partys or its
contractors or subcontractors negligence, gross negligence or willful misconduct solely
related to activities performed under this Agreement.
 Page 3 of 9




---



##### 



13.
    
    Notification  In the event a claim is filed against the Indemnified Party
for which the Indemnifying Party is obligated to indemnify the Indemnified Party under the
terms of this Agreement, the Indemnified Party receiving such claim will promptly notify
the Indemnifying Party of such claim and will not settle such claim without the prior
written consent of the Indemnifying Party. Participation by the Indemnified Party in the
defense of any claim or suit, for which the Indemnifying Party shall be found liable,
shall not constitute a waiver of the Indemnified Partys rights to indemnification
hereunder.14.
    
    Insurance a.) Before commencing any work under this agreement, both parties agree to carry and
maintain, and require their contractors and subcontractors to carry and maintain, the
following insurance, from carriers with an A.M. Best rating of at least A-/VIII: (i)
Statutory Coverage Workers Compensation Insurance, including Occupational Disease
Coverage, and if applicable, US L & H coverage; (ii) Employers Liability Insurance
with limits of not less than $1,000,000per accident and $1,000,000for bodily injury by
disease for each employee; (iii) Commercial General Liability Insurance covering
the obligations set forth in the indemnity paragraph of this contract with a combined
single limit of not less than $1,000,000per occurrence and in the aggregate. All policies
shall include coverage for blanket contractual liability assumed hereunder; (iv)
Comprehensive Automobile Liability Insurance covering liability arising out of any
auto (owned, hired and non-owned); with a combined single limit of not less than
$1,000,000. If necessary, the policy shall be endorsed to provide contractual liability
coverage; (v) Umbrella or Excess Insurance in the amount of $3,000,000 For a total
liability insurance limit of $4,000,000.Such umbrella policy shall follow the form of
those primary coverage set out in paragraphs ii, iii, and iv above, be in excess of those
underlying policies without gaps in limits and provide coverage as broad as the underlying.b.) All insurance policies carried by the parties hereunder, except Workers Compensation
insurance, shall name the other party as additional insured with respect to liability
arising out of work performed under this agreement, and shall include waiver of subrogation
or its equivalent.c.) Before commencing any performance under this Agreement, the parties shall furnish each
other with Certificates of Insurance evidencing insurance coverage and provisions provided
for in this Agreement. Failure of either party to furnish such evidence of insurance
coverage shall not be considered a waiver of such coverage.d.) All insurance policies required above shall provide that the insurance carrier will
notify the parties no less than thirty (30) days prior to the termination or cancellation
of any policy.e.) All deductibles, self-insured retentions and self-insurance carried by either party, or
its contractors or subcontractors, are the sole responsibility of that party under the
terms of this agreement. Any deficiency in the coverage, policy limits, or endorsements of
said contractors or subcontractors will be the sole responsibility of the contracting
party.f.) In the event a claim is filed against the Indemnified Party for which the Indemnifying
Party is obligated to indemnify the Indemnified Party under the terms of this Agreement,
the Indemnified Party receiving such claim will promptly notify the Indemnifying Party of
such claim and will not settle such claim without the prior written consent of the
Indemnifying Party. Participation by the Indemnified Party in the defense of any claim or
suit, for which the Indemnifying Party shall be found liable, shall not constitute a waiver
of the Indemnified Partys rights to indemnification hereunder.15.
    
    NoticesAny notice required or permitted to be given under this Agreement,
or any notice which Company or Customer may desire to give to the other, shall be in
writing and shall be deemed to have been received upon receipt thereof if sent by hand
delivery, on the day of transmission if sent by telecopier, or upon the third day
following the posting thereof if sent by mail, provided such notice is addressed as
follows:
 If to Customer:
    
    If to CompanyE Energy Adams LLC
    
    Natural Gas Pipeline Company of Americac/o Jack Alderman
    
    c/o Kinder Morgan, Inc.P.O. Box 49
    
    500 Dallas Street, Suite 1000Adams, NE 68301
    
    Houston, Texas 77002Attention: President
    
    Attention: Vice President, Engineering
 Page 4 of 9




---



##### 



Phone: 402-988-4655
    
    Phone: 713-369-9356Facsimile: 402-988-5205
    
    Facsimile: 713-495-7432
 If either party elects to change its address or facsimile number, such party shall provide
written notice to the other party.16.
    
    Applicable Law  THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, INTERPRETATION AND EFFECT OF THE AGREEMENT, WITHOUT REGARD TO SUCH STATES
CONFLICTS-OF-LAW PRINCIPLES.17.
    
    Conformance to Law  It is understood that performance hereunder shall be
subject to all valid laws, orders, rules and regulations of duly constituted governmental
authorities having jurisdiction or control of the matter related hereto. Should either of
the parties, by force of any such law, order, rule or regulation, at any time during the
term of the Agreement be ordered or required to do any act inconsistent with the
provisions hereof, then for that period only during which the requirements of such law,
order, rule or regulation are applicable, the Agreement shall be deemed modified to
conform with the requirement of such law, order, rule or regulation; provided, however,
nothing herein shall alter, modify or otherwise affect the respective rights of the
parties to cancel or terminate the Agreement under the terms and conditions hereof.18.
    
    Entire Agreement  This Agreement constitutes the entire agreement between
the parties, and no waiver, representation or agreement, oral or otherwise, shall affect
the subject matter hereof, unless and until such waiver, representation or agreement is
reduced to writing and executed by authorized representatives of the parties. No waiver
by either Company or Customer of any one or more defaults by the other in the performance
of any of the provisions of the Agreement shall operate or be construed as a waiver of any
other existing or future default or defaults, whether of a like or of a different
character.19.
    
    ConfidentialityExcept as required by law, regulation, or order of
government authority (including, but not limited to, any filings required by the
Securities and Exchange Commission in the normal conduct of either partys business),
order of a court or arbitrator(s), or upon written consent of the other party, each party
and its respective agents, employees, affiliates, officers, directors, and attorneys,
auditors and other representatives shall keep and maintain this Agreement and the terms or
provisions thereof in strict confidence, and shall not transmit, reveal, disclose or
otherwise communicate any of the terms and provisions of this Agreement to any person
without first obtaining the consent of the other party, which consent shall not be
unreasonably withheld. This section shall not apply to any required reporting by Customer
or Company pursuant to orders or regulations of the Federal Energy Regulatory Commission.20.
    
    NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES WAIVE ALL
PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES FOR ANY BREACH OF THIS AGREEMENT.21.
    
    Severability.The various articles, paragraphs, sections, provisions, and
clauses of this Agreement are severable. The invalidity of any portion hereof shall not
affect the validity of any other portion or the entire Agreement.22.
    
    Successors and Assigns  Any company or other entity which shall succeed by
purchase, merger or consolidation to the facilities, substantially as an entirety (which
shall include a change of name), of Customer or Company shall be entitled to the rights
and shall be subject to the obligations of its predecessor in title under this Agreement.
This Agreement shall be binding upon and will inure to the benefit of the successors,
nominees and assignees of the parties. No other assignment of this Agreement or any of the
rights or obligations hereunder shall be made by Customer unless there first shall have
been obtained the written consent hereto of Company, such consent not to be unreasonably
withheld; and any such assignment without the prior written consent of Company shall be
void and of no force or effect.23.
    
    Joint Efforts  The parties stipulate and agree that this Agreement shall be
deemed and considered for all purposes as prepared through the joint effort of the parties
and shall not be construed against one party or the other as a result of the preparation,
submittal or other event of negotiation, drafting or execution hereof.
  Page 5 of 9




---



##### 



Sincerely,/s/ Mark MenisMark MenisDirector, Business Development E ENERGY ADAMS,
LLC(Customer)
    
    NATURAL GAS PIPELINE
COMPANY OF AMERICA(Company)By:
    
    /s/ Jack L. Alderman
    

    By:
    
    /s/ David J. DevineName:
    Jack L. Alderman
    
    
    
    Name:
    David J. DevineTitle:
    President
    
    
    
    Title:
    PresidentDate:
    
    10-18-06
    
    Date:
    
    10-27-06
 Page 6 of 9




---



##### 



EXHIBIT A
 FACILITIES NECESSARY FOR NATURAL GAS PIPELINE COMPANY TO
DELIVER GAS TO E ENERGY ADAMS, LLC
IN GAGE COUNTY, NEBRASKA
 PROJECT SCHEDULE
 Fall, 2006
    
    Execute AgreementBegin Facility DesignBegin Preliminary Surveys     Route     Archaeological     EnvironmentalWinter, 2006
    
    Complete Preliminary Surveys,Begin Environmental Permitting ProcessComplete Facility Design,Place Material OrderSpring, 2007
    
    Receive Environmental ClearancesBegin Construction (weather permitting)Summer, 2007
    
    Complete ConstructionFacilities Available for ServiceComplete Cleanup and Miscellaneous Work
 
 Page 7 of 9




---



##### 



EXHIBIT B
 FACILITIES NECESSARY FOR NATURAL GAS PIPELINE COMPANY
TO DELIVER GAS TO E ENERGY ADAMS IN GAGE COUNTY, NEBRASKA
SE 1/4 OF SECTION 17, TOWNSHIP 6 NORTH, RANGE 8 EAST
NEAR THE INTERSECTION OF
134 th AND ASPEN ROAD
 Materials
    
    $
    167,397Company & Contract Labor
    
    $
    183,491Overheads
    
    $
    66,575Other
    
    $
    65,206Project Estimate
    
    $
    482,669Plus 30% income tax gross up
    
    $
    144,801Total Project Estimate
    
    $
    627,470
 
    
    A single 3 hot tap on Companys Amarillo Mainline.
    
    Right-of-way and easement for Company Facilities provided by Customer.
    
    1500 feet of 4 lateral to meter site which shall be provided by Customer at the plant site
    
    4 turbine meter, regulation and line heating equipment designed to provide a delivery pressure at 60 psig
    
    Communication and electronic flow measurement equipment
    
    Each party responsible for over pressure protection of their facilities
    
    Piping and regulation facilities are to be installed with a dual run regulation
capability. A primary run and standby run will be provided such that if the primary
run were to go closed, the standby run will automatically open and provide flowing gas, at
a pressure slightly lower than the primary run.
    
    A pulse output signal of gas flow rate will be available from the Companys flow
computer. This electronic pulse signal will be available to the customer to be used for
interface with the customers gas odorization system or as input signal for monitoring
purposes.
 
 Page 8 of 9




---



##### 



EXHIBIT C
 Natural Gas Pipeline Company of America
 INVOICE NO:CUSTOMER NO:KMI AFE #
    
    INVOICE DATE: October 11, 2006
 INVOICE
 To Customer:
    
    Remit Check Payment To:E Energy Adams, LLC
    
    Natural Gas Pipeline Company of AmericaAttention: Jack Alderman, President
    
    Wells Fargo Bank, NAP.O. Box 49, 510 Main Street
    
    Dept. 3020Adams, Nebraska 68301
    
    P.O. Box 201607Phone: 402-988-4655
    
    Dallas, Texas 75320-1607Facsimile: 402-988-5205Project Description:
    
    Remit Wire Payment To:E Energy Adams, LLC Ethanol Plant
    
    Natural Gas Pipeline Company of AmericaInterconnect Agreement Dated October 11, 2006
    
    Wells Fargo Bank, NAwith Natural Gas Pipeline Company of America
    
    ABA #121-000-248Gage County, Nebraska
    
    Account #412-104-9548DESCRIPTION
    
    AMOUNTAs per Interconnect Agreement, paragraph 6
Please remit Payment to Natural Gas Pipeline CompanyUpon Execution of Interconnect
Agreement
2nd
Payment due April 1, 2007
3rd
Payment due August 1, 2007
    
    $307,470
$160,000$160,000Total Due before the Scheduled In-Service Date
    
    $627,470
    Acct Unit
    
    Account
    
    
    User Analysis
    
    
    Acct Cat
    
    
    Activity #
    
    
    DR (CR)0501-0000-0000
    
    186101
    
    
    AFE#
    
    99940
 Page 9 of 9