Exhibit 10.15


INDEPENDENT
CONTRACTOR AGREEMENT


This Agreement is entered into as of the 1st day
of Jan. 2006 between Philip C. Foster (“the contractor”) and Tennessee Valley
Agri-Energy, LLC (“the company”).


1.               Independent
Contractor.  Subject to the terms and
conditions of the Agreement, the Company hereby engages the Contractor as an
independent contractor to perform the services set forth herein, and the
Contractor hereby accepts such engagement.


2.               Duties, Term,
and Fees.  The Contractor’s duties
and fees and provisions for payment thereof shall be according to Attachment A,
“Project Manager, Tennessee Valley Agri-Energy,” which may be amended in
writing from time to time and agreed to by the Company, and which collectively
are hereby incorporated by reference. 
The term of engagement shall be for calendar year 2007, beginning
January 1, 2007 and ending December 31, 2007. The term shall automatically
extend another 12 months beginning January 1, 2008 and ending December 31, 2008
unless specific action is taken by the Company or by the Contractor in the
manner specified in section 7.


3.               Expenses.  During the term of this Agreement, expenses
(including, but not limited to local mileage, telephone, meals, etc.) are not
reimbursable and allowances for expenses form a portion of the compensation as
defined by Attachment A.  Significant
expenses including, but not limited to conference registration, airline
tickets, hotel, rental cars, etc. may be reimbursed or purchased by the Company
when the Company deems it is advantageous to the Company to incur such
expenses.  Other significant expenses may
be considered for reimbursement when requested in writing, in advance of
incurring expenses by the Contractor.


4.               Written Reports.  The Company may request that project plans,
progress reports, and a final, annual report be provided by the Contractor on a
periodic basis.  Specific, minimum
content is defined in Attachment A, “Project Manager, Tennessee Valley
Agri-Energy” and the reports will be used by the Company to verify provisions
for payment as defined by Attachment A.


5.               Inventions.  Any and all inventions, discoveries,
developments and innovations conceived, made, developed, reduced to practice,
or worked on, in whole or in part, solely by Contractor or jointly with others
prior to the date of this Agreement and during the Term, relating to the
business of the Company is and shall be deemed to be “work for hire” and, at
the election of the Company, shall be the exclusive property of the Company;
and the Contractor hereby assigns all right, title, and interest in the same to
the Company, without any further consideration paid to Contractor.  During the Term, Contractor promptly shall
disclose to the Company any business idea or opportunity, which business idea
or opportunity shall become the sole property of the Company if the Company
elects to pursue such idea or opportunity as part of a business project.   Contractor shall disclose













promptly in writing to
any duly appointed officer of the Company, any invention, whether or not
patentable or copyrightable or entitled to legal protection as a trade secret
or otherwise. Upon the request of the Company, Contractor agrees to disclaim
promptly in writing all such rights and give all reasonable assistance and
execute such documents to enable the Company to prepare and prosecute any
application for patent or copyright registration. The Company shall have the
sole right as it may deem appropriate to determine the treatment of information
related to any inventions, including but not limited to the right to keep the
same as a trade secret, to use, disclose, and publish same without prior patent
application or copyright registration and to file the same in its own name or
to follow any other procedure which the Company may deem appropriate. During
the Term of this Agreement, Contractor understands that all rights in any
project, program or venture that he is engaged in and associated with in the
planning or implementing involving the Company and a third party or parties,
belong to the Company. Except as formally approved in writing by the Company,
Contractor shall not be entitled to any interest in such project, program or
venture or to any commission, finder’s fee or other compensation in connection
therewith other than the fee to be paid to Contractor as provided in this
Agreement.


6.               Confidentiality.  The Contractor acknowledges that during the
engagement, he will have access to and become acquainted with various trade
secrets, inventions, processes, information, records and specifications and
other confidential information owned or licensed by the Company and/or used by
the Company in connection with the operation of the business including, without
limitation, the Company’s business and product processes, methods, customer
lists, investor lists, accounts and procedures. 
“Confidential Information” means information, not generally known, and
proprietary to the Company or to a third party for whom the Company is
performing work, including, without limitation, information concerning any
patents or trade secrets, confidential or secret designs, processes, formulae,
source codes, plans, devices or material, research and development, proprietary
software, analysis, techniques, materials or designs (whether or not patented
or patentable), directly or indirectly useful in any aspect of the business of
the Company, any vendor names, customer and supplier lists, databases,
management systems and sales and marketing plans of the Company, any
confidential secret development or research work of the Company, or any other
confidential information or proprietary aspects of the business of the Company.
All information which Contractor acquires or becomes acquainted with during the
period of engagement with the Company, whether developed by Contractor or by
others, which Contractor has a reasonable basis to believe to be Confidential
Information, or which is treated by the Company as being Confidential
Information, shall be presumed to be Confidential Information.  The Contractor agrees that he will not disclose
any of the aforesaid, directly or indirectly, or use any of them in any manner,
either during the term of this Agreement or at any time thereafter, except as
required in the course of this engagement with the Company.  All files, records, documents, blueprints,
specifications, information, letters, notes, media lists, original
artwork/creative, notebooks, and similar items



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relating to the business of the Company, whether
prepare by the Contractor or otherwise coming into his possession, shall remain
the exclusive property of the Company. 
Upon the expiration or earlier termination of the Agreement, or whenever
requested by the Company the Contractor shall immediately deliver to the
Company all such files, records, documents, specifications, information, and
other items in his possession or under his control.


7.               Termination.  The Company may terminate this Agreement at
any time by 20 working days’ written notice to the Contractor. In addition, if
the Contractor is convicted of any crime or offense, fails or refuses to comply
with the written policies or reasonable directive of the Company, is guilty of
serious misconduct in connection with performance hereunder or materially
breaches provisions of this Agreement, the Company at any time may terminate the
engagement of the Contractor immediately and without prior written notice to
the Contractor.  The Contractor may
terminate this engagement at any time by 20 working days’ written notice to the
Company.


8.               Independent
Contractor.  This Agreement shall not
render the Contractor an employee, board member, partner, agent of, or joint
venture with the Company for any purpose. Contractor shall have no authority to
bind or otherwise obligate Company in any manner nor shall Contractor represent
to anyone that he has a right to do so. 
The Contractor is and will remain an independent contractor in his
relationship to the Company. The Company shall not be responsible for
withholding taxes with respect the Contractor’s compensation hereunder.  The Contractor shall have no claim against
the Company hereunder or otherwise for vacation pay, sick leave, retirement
benefits, social security, worker’s compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of any kind.


9.               Assignment.  The Contractor shall not assign any of his
rights under this Agreement, or delegate the performance of any of his duties
hereunder, without the prior written consent of the Company.


10.         Modification or
Amendment.  No amendment, change or
modification of this Agreement shall be valid unless in writing signed by the
parties hereto.


11.         Entire Understanding.  This document and any attachment constitute
the entire understandings and agreement of the parties, and any and all prior
agreements, understandings, and representations are hereby terminated and
canceled in their entirety and are of no further force and effect.


12.         State of Enforcement.  This Agreement shall be governed by and shall
be construed in accordance with the laws of the State of Alabama.



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IN WITNESS WHEREOF
the undersigned have executed this Agreement as of the day and year first
written above.


	
  Tennessee Valley
  Agri-Energy, LLC

  	
   

  	
  Philip Foster

  	
   

  
	
   

  	
   

  	
  Contractor

  
	
  By:

  	
    /s/ Dennis Bragg

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice President

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Philip Foster

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Proj. Mgr. –
  Independent Contractor

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
							



 



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Project
Manager, Tennessee Valley Agri-Energy


Independent
Contractor Position Description


December
21, 2006


Position
Number: IC0001


Introductory
Statement: As Project Manager, Tennessee Valley Agri-Energy
LLC (TVAE), serves as the primary point of contact for all matters related to
the full operational development of an ethanol plant as delegated by the TVAE
board of directors.  The incumbent will
be responsible for planning, budgeting, scheduling, engineering oversight,
design and development oversight, plant test and evaluation oversight,
facilities and operations for the plant. 
The work includes advising on, coordinating, monitoring, or performing
work in several phases of technical, managerial, and resources planning. The
work may include designing, implementing, and maintaining technical management
functions typically involving two or more areas of management functions such as
resources analysis, technical management, and technical engineering operations
management and will include monitoring contractors engaged in this work.  The Project Manager shall provide a detailed
report to the board upon request and prepare and deliver a full written and
oral report periodically, but no less than on a quarterly basis.


The duties are more
specifically described in four basic task areas below.


Construction
Management 40% 


Communicates to the TVAE
board the project milestones, actionable events, and/or project issues under
review, and deadlines and time frames for completion. Monitors and reports on
the status and progress of work, checking on work in progress and reviewing
completed work to see that the board’s instructions on work priorities,
methods, deadlines, and quality have been met. Prepares and delivers reports
(written and/or oral) no less than quarterly and maintains records of work
accomplishments and administrative information. Estimates and reports to the
board on progress in meeting established milestones and deadlines for
completion of assignments, projects, and tasks. Ensures the board is aware of
and participates in planning for achievement of TVAE goals and objectives.  Presents significant decisions to be made to
the board in a timely manner.


This task is
further subdivided into subtasks. Items marked with an asterisks and number are
significant milestones or events and form the basis for remuneration.  The expected completion dates are designated
in the last column as semi-annual (sa) periods 1sa-4sa over the term of
engagement.




	
  1.     Pre-construction
  planning and management

  	
   

  	
   

  
	
  a.   Environmental Compliance

  	
   

  	
   

  
	
   

  	
  i.

  	
  Air Permit Filed

  	
  *1

  	
  1sa

  
	
   

  	
  ii.

  	
  Air Permit Received from State

  	
  *2

  	
  1sa

  
	
  b.   Schedule development and
  critical path analysis (initial)

  	
  *3

  	
   

  
	
  c.   Construction Contracting

  	
   

  	
   

  
	
  i.

  	
  Rail design accepted by Norfolk Southern

  	
  *4

  	
  1sa

  
	
  ii.

  	
  Rail construction on contract

  	
  *5

  	
  2sa

  
	
  iii.

  	
  Delta T design complete

  	
  *6

  	
  2sa

  
	
  iv.

  	
  Builder on contract

  	
  *7

  	
  2sa

  
						






 



 1
 









 


	
  

  	
  v.

  	
  Road
  entrance(s), utilities design

  	
  *8

  	
  2sa

  
	
   

  	
  vi.

  	
  Earthwork
  builder on contract

  	
  *9

  	
  2sa

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.     Construction
  management

  	
   

  	
   

  
	
   

  	
  a.   Plant
  groundbreaking

  	
  *10

  	
  2sa

  
	
   

  	
  b.   Rail
  construction started/completed

  	
  *11a/b

  	
  2sa/3sa

  
	
   

  	
  c.   Earthwork
  started/completed (for plant construction)

  	
  *12a/b

  	
  2sa/3sa

  
	
   

  	
  d.   Plant at
  50% completed state (per schedule)

  	
  *13

  	
  3sa

  
	
   

  	
  e.   Plant at
  nameplate operation

  	
  *14

  	
  4sa

  
	
   

  	
   

  	
   

  	
   

  
	
  3.     Long
  lead item procurement

  	
   

  	
   

  
	
   

  	
  a.   Identification
  of long lead items

  	
   

  	
   

  
	
   

  	
  b.   Contract
  for long lead items (from 3a above)

  	
  *15

  	
  2sa

  
	
   

  	
  c.   Delivery
  of long lead items (from 3b above)

  	
  *16

  	
  4sa

  
						



 


 


Fundraising
and Financial Management 20% 


Plans, participates,
and/or leads investor meetings for the primary equity drives and subsequent
fundraising should it be required. 
Advises the board on all aspects of securing equity.  Meets with prospective investors on behalf of
the board.  Prepares strategy for
attracting investment and for handling the invested funds


Actively pursues grants,
incentives, other inducements available from local, state, federal, and
agricultural and energy organizations and foundations.


Provides authoritative
technical decisions, advice, and consultation on variables and unknowns
affecting planning, integration, coordination, and critical management problems
with respect to safety, costs, and economics.


Prepares annual budgets
and manages the budget throughout its lifecycle including advisement to the
board for budget reformulation.  Provides
detailed explanations (written and oral) for budgeting underruns and overruns
on a periodic basis but no less than quarterly.


Advises the board on debt
structuring, terms, and conditions. 
Represents the board upon request in meetings with financial
institutions.


This task is
further subdivided into subtasks. Items marked with an asterisks and number are
significant milestones or events and form the basis for remuneration.  The expected completion dates are designated
in the last column as semi-annual (sa) periods 1sa-4sa over the term of
engagement.


	
  1.     Equity Drive

  	
   

  	
   

  
	
  a.   Equity strategy complete

  	
  *17

  	
  1sa

  
	
  b.   Primary funds raised

  	
  *18

  	
  1sa

  
	
   

  	
   

  	
   

  
	
  2. Debt Management

  	
   

  	
   

  
	
  a.   Debt strategy complete

  	
  *19

  	
  1sa

  
	
  b.   Financial Close (Debt Agreements)

  	
  *20

  	
  2sa

  
	
   

  	
   

  	
   

  
	
  3. Budget Management

  	
   

  	
   

  
	
  a.   Budget Preparation (annually)

  	
  (initial)*21

  	
  1sa

  
	
  b.   Budget reports (quarterly)

  	
  *22

  	
  1-4sa

  




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Operations
and Logistics Management 20% 


Plans and manages
operational and logistical processes leading to the safe and efficient
development and operation of the plant. 
Incumbent will advise the board on potential operational procurement
contracts including consumables, equipment, and feedstocks and shall negotiate
contracts as directed by the board. 
Incumbent will advise the board on potential operational marketing
contracts including all income producing or expense avoidance products and/or
processes and shall negotiate contracts as directed by the board.


Plans for, hires, and
directs plant staff and operations and logistics contractors in preparation for
the safe and efficient development and operation of the plant.  Presents staffing concepts to the board for final
consideration and approval and reports on hiring progress periodically but no
less than quarterly.  Devises specific
metrics for employee performance and maintains records and presents a summary
to the board periodically, but no less than quarterly.


This task is
further subdivided into subtasks. Items marked with an asterisks and number are
significant milestones or events and form the basis for remuneration.  The expected completion dates are designated
in the last column as semi-annual (sa) periods 1sa-4sa over the term of
engagement.


	
  1.     Pre-operational
  planning

  	
   

  	
   

  	
   

  
	
  a.   Strategy
  for consumables

  	
   

  	
  *23

  	
  3sa

  
	
  b.   Contracts
  for grain procurement/other significant procurement

  	
   

  	
  *24/a/b

  	
  4sa/4sa

  
	
  c.   Strategy
  for product/process marketing

  	
   

  	
  *25

  	
  3sa

  
	
  d.   Contract
  for ethanol marketing/DDGS/CO2/other

  	
   

  	
  *26a/b/c/d

  	
  4sa/4/4/4

  
	
  e.   Strategy
  for utility purchase/on contract

  	
   

  	
  *27a/b

  	
  2sa/2

  
	
   

  	
   

  	
   

  	
   

  
	
  2.     Staffing

  	
   

  	
   

  	
   

  
	
  a.   Strategy
  for staffing

  	
   

  	
  *28

  	
  3sa

  
	
  b.   Plant
  Manager hired

  	
   

  	
  *29

  	
  4sa

  
	
  c.   Staff and employees hired (For start-up)

  	
   

  	
  *30

  	
  4sa

  
	
   

  	
   

  	
   

  	
   

  
	
  3.     Product
  Handling Management

  	
   

  	
   

  	
   

  
	
  a.   Rail
  logistics plan

  	
   

  	
  *31

  	
  3sa

  
	
  b.   Rail
  product handling operational

  	
   

  	
  *32

  	
  4sa

  
	
  c.   Port
  logistics plan

  	
   

  	
  *33

  	
  3sa

  
	
  d.   Port
  product handling operational

  	
   

  	
  *34

  	
  4sa

  



 


Public
Information and Community Outreach 20% 


Plans for community
information, serves as primary spokesperson, and prepares/maintains a public
and private communication plan.  Advises
the board on public perception and media control.  Prepares the board for significant public
events through the use of talking points and message preparation. Addresses
positive and negative publicity within the constraints set by the board.  Maintains a cognizance of public perception
of the plant and strives to maintain an excellent public perception.


Maintains good relations
with state, local, and federal officials. 
Advises the board on legislative issues that could affect the
plant.  Plans a communication strategy to
keep the elected and other public officials informed on the plant
development.  Maintains a cognizance of
official perception of the plant and strives to maintain a superior perception.



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Develops a strategy for
community outreach in the region.


Organizes significant
events such as plant groundbreaking and plant declaration of operational status
so that a wide exposure is a potential and ensures mass media coverage.


OTHER
SIGNIFICANT FACTS:


Performs other duties as
assigned.


Responsible for carrying
out assigned duties and responsibilities in a manner consistent with the
safety, health, and environmental policies set forth by the board. Reports
existing or potentially hazardous situations and close calls to the board and
assists the board in eliminating these conditions.


Compensation
Terms and Provisions


Base salary and expense
allowances will be paid monthly. 
Milestone payments and stock ownership will be paid/allotted
semi-annually per the schedule above should the milestone be met timely.  If a milestone is not met per the schedule
depicted then a pro-rated payment will be withheld pending milestone
completion, but stock ownership will be forfeited.  The remuneration schedule is as follows:


	
    Expense
  allowance

  	
  $1000 per month

  	
  Paid monthly

  
	
    Salary

  	
  $4000 per month

  	
  Paid monthly

  
	
    Milestone
  payments

  	
  Paid in semi-annual (sa) increments

  	
   

  
	
   

  	
  1sa period

  	
  $5000

  	
  Validated/paid July 2007

  
	
   

  	
  2sa period

  	
  $10000

  	
  Validated/paid Dec 2007

  
	
   

  	
  3sa period

  	
  $5000

  	
  Validated/paid July 2008

  
	
   

  	
  4sa period

  	
  $10000

  	
  Validated/paid Dec 2008

  
	
    Stock
  Ownership Incentives

  	
  Paid in semi-annual (sa) increments at $2/unit

  	
   

  
	
   

  	
  1sa period

  	
  2500 units

  	
  Validated/awarded July 2007

  
	
   

  	
  2sa period

  	
  5000 units

  	
  Validated/awarded Dec 2007

  
	
   

  	
  3sa period

  	
  2500 units

  	
  Validated/awarded July 2008

  
	
   

  	
  4sa period

  	
  5000 units

  	
  Validated/awarded Dec 2008

  



 


Total available value for first year: $120000


Total available value for second year: $120000



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IN WITNESS WHEREOF
the undersigned have executed this Position Description and Pay Scale Agreement
as of the 1st day of Jan 2007.


	
  Tennessee Valley Agri-Energy,
  LLC

  	
   

  	
  Philip Foster

  	
   

  
	
   

  	
   

  	
  Contractor

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  Dennis Bragg

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
    Vice
  - President

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  Philip Foster

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
    Proj.
  Mgr. – Independent Contractor

  	
   

  
	
   

  	
  Title

  	
   

  
						



 



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