Exhibit 10.1


Co-Processing
Agreement


	
  Company

  	
   

  	
  Nathaniel Energy Corporation

  	
   

  	
  Phone Number

  	
   

  	
  303-690-8300

  
	
  Address

  	
   

  	
  8001 South InterPort
  Blvd., Suite 260

  	
   

  	
  Fax Number

  	
   

  	
  303-539-0741

  
	
  City

  	
   

  	
  Englewood

  	
   

  	
  E-Mail

  	
   

  	
  gcretecos@nathanielenergy.com

  
	
  State

  	
   

  	
  Colorado

  	
   

  	
  Main Contact

  	
   

  	
  George A. Cretecos

  
	
  Zip Code

  	
   

  	
  80112

  	
   

  	
  Mail Address

  	
   

  	
  Same as Address

  
	
  Country

  	
   

  	
  USA

  	
   

  	
   

  	
   

  	
   

  



 


Energis LLC   6211 Ann Arbor Road, Dundee,
Michigan 48131, Phone Number 734-529-4419, Fax Number 734-529-4823


This Agreement made this
30th day of September, 2005, is between Nathaniel Energy
Corporation (“Company”)  and Energis LLC (“Energis”) and 
it specifies the terms and conditions pursuant to which  Company will provide tire chips (“Material”)
to Holcim (US) Inc.’s cement manufacturing facility located in Midlothian, Texas (“Facility”). The attached Terms and
Conditions are incorporated and are expressly made a part of this Agreement.


1.   Term


This Agreement shall
commence as of the date first written above and shall have a term of three (3) years
(the “Initial Term”). Unless either party gives ninety (90) days advance
written notice of its intent to not to extend this Agreement, the Agreement
shall automatically renew at the end of the 
Initial  Term or any subsequent
renewal term for a period of one (1) year each, provided that the total
number of such one (1) year renewal terms shall not exceed three (3), with
the last such term ending no later than September 30, 2012. The Initial
Term and the subsequent renewal terms are referred to as the “Contract Term”.


2.   Base Pricing


For each short ton of 
Material received at the Facility in accordance with this Agreement,
Energis shall compensate Company Twenty-Five Dollars ($25.00) per short ton.


The parties agree to
review the base pricing for a period of sixty (60) days after the end of Year 2
of the Initial Term (“Price Re-Opener Period”) 
Company and Energis agree to negotiate in good faith during the Price
Re-opener Period over a mutually agreeable price for the Material described
herein that will then be applied to Year 3 of the Initial Term and any
subsequent renewal terms. After the end of the Price Re-Opener Period, if the
Company and Energis cannot come to a mutually 
agreeable price, then the Company shall have the right to continue to
provide Material at the base price listed above or to terminate the Agreement
in accordance with the terms of paragraph 1 of the attached terms and
conditions.


3.   Disposal Fee/Taxes


Any applicable state or
federal disposal fees or taxes relating to the Material will be the responsibility
of Energis.


4.   Specifications
(the Material must meet all of the following specifications):


Specifications attached as Exhibit A.



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Material that meets all of
the above specifications, will be considered “Conforming Material”. Material
will be considered “Non-Conforming Material” if it fails to meet any one of the
specifications.  


5.   Supply Schedule


Company will deliver up to One Thousand Five Hundred
(1,500) short tons of  Conforming
Material per month, to a storage location designated by the Facility, and
Energis hereby agrees to purchase such minimum quantity of Material.


Scheduling for shipments
of Material under this Agreement will be coordinated through the Site
Operations Manager at the Facility. The Site Operations Manager at the Facility
can be contacted at (972) 225-1044.


6.   Invoice: 



Company will invoice
Energis monthly for Conforming Material delivered to the Facility. The invoice
shall itemize the tonnage of Material the Facility received from Company in the
prior calendar month. Energis shall pay the invoiced amount to Company within
thirty (30) days of receipt of Company’s invoice. Energis shall pay a late fee
of 1 1⁄2 percent per month or the maximum rate permitted by law, whichever is
less, on any amounts not paid within sixty (60) days of the date due.


7.   Demurrage:


Due to the extensive
analytical requirements for certain fuels and/or alternate raw materials,
Energis or the applicable Facility may require an unloading time of three hours.
If the unloading time exceeds 24 hours, Energis shall reimburse Company for all
additional transport costs which Company incurs as a result thereof, which
shall be paid to Company, or as directed by Company, upon demand. Energis
assumes no responsibility for transportation demurrage for Non-Conforming Material
or the time required for resolving analytical or manifest discrepancies, such
costs will be the sole responsibility of Company.


8.   Special Instructions:  


Company is allowed to store up to 2,000 short tons of
Material at a designated site location at the Facility  at no additional cost..




	
  Company:

  	
  /s/ George A. Cretecos

  	
   

  	
  Date:

  	
  11/9/05

  	
   

  	
  Date of Agreement:

  	
  September 30, 2005

  
	
  Energis LLC:

  	
  /s/ illegible - President

  	
   

  	
  Date:

  	
  11/28/05

  	
   

  	
  Effective Service Date

  	
   

  






 



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 2















SPECIFICATIONS

EXHIBIT A


The
Material shall meet the following criteria:


Material  must be no larger than 2” - 2 1⁄2” minus in all
directions and it must be free from any lose wire or any other material that
does not meet the above specification. Material shall have as much wire removed
around the edges as practically possible. The material must be mostly dirt or
mud free.



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Terms and Conditions for Nathaniel Energy Corporation


1.   TERMINATION.   Unless a party is in material
breach of this Agreement, during  the
Initial Term neither Energis nor Company may terminate this Agreement. If a
party is in material breach, the other party may terminate by giving thirty
(30) days advance written notice to the other party by personal in-hand
delivery or by certified mail return receipt requested to the address written
above.   After the Initial Term, either
party may terminate this Agreement by giving ninety (90) days advance written
notice to the other party by personal in-hand delivery or by certified mail
return receipt requested to the address written above. Nothwithstanding
anything to the contrary in this Paragraph 1, if Energis and Company cannot
come to a mutually agreed upon price for the Material at the end of the Price
Re-Opener Period, Company may agree to terminate this Agreement.


2.   REPRESENTATIONS AND WARRANTY.   Company
represents and warrants that any Materials provided to Energis will be
Conforming Material, unless otherwise mutually agreed to by both Energis and
Company in writing.


3.   INSPECTIONS.   Company shall allow Energis to
conduct reasonable inspections of each shipment of Material tendered to
Energis.


4.   NON-CONFORMING MATERIAL.   At any time after
receiving delivery of Material, Energis determines that some or all are
Non-Conforming Material, Energis may notify Company in writing and allow
Company to cure such Non-Confrming Material within fifteen (15) business days
after receiving such notice. If Company fails to cure the Non-Conforming
Material within the fifteen (15) business day period, the Company will arrange
for the removal of the Non-Conforming Material from Energis’ or the applicable
Facility’s property. If at the end of the 15 business period, Company has not
removed the Non-Conforming Material Energis reserves the right, to transport
such Non-Conforming Material to Company for proper disposal and can terminate
this Agreement. Energis shall be entitled to collect from Company any
reasonable costs and expenses it incurs, including but not limited to
transport, storage or disposal costs. Company designates Energis as its
attorney-in-fact to sign any documents necessary to transport the
Non-Conforming Material in accordance with this Paragraph.


5.   THE APPLICABLE TITLE.   Title
to Conforming Material shall be transferred to Energis or Facility upon receipt
of the Material. Unless otherwise agreed to by Energis, in writing, title to
Non-Conforming Material shall remain with Company even after tender to Energis
or the Facility.


6.   COMPLIANCE WITH LAWS.   Company and Energis shall
each comply with all applicable federal, state and local laws, rules, rulings,
orders, ordinances, permits and regulations affecting or related to their
respective obligations under this Agreement.


7.   RELATIONSHIP.   Each party will perform under
this Agreement as an independent contractor and as such shall have and maintain
exclusive control and direction over all of its employees, agents and
contractors and assumes full and exclusive responsibility for payment of all
compensation, benefits, premiums, contributions, payroll taxes and other taxes
now or hereafter imposed by any law or regulation as to its employees, agents
and contractors.


8.   INDEMNIFICATION.   Company shall defend, indemnify
and hold harmless Energis and the Facility and their officers, members,
directors, shareholders, agents, affiliates and employees from and against any
and all claims, demands, fines, losses, damages, enforcement actions,
environmental remediation costs, penalties, expenses, actions, suits or
proceedings, injuries, liability to or death of any person, costs of response
to any governmental inquiry, liability for loss of or damage to property or for
loss or damage arising from attachments, liens or claims of material, men or
laborers, and reasonable attorney and consulting fees and costs relating to any
of the foregoing (“Claims”), arising from Company’s performance, acts or
omissions or breach of the Agreement. The foregoing indemnification shall not
apply to the extent such Claims are the result of Energis’ negligence or
intentional act. Energis shall defend, 



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indemnify and save
harmless Company from Claims arising from Energis’ performance of this
Agreement or the Services, Energis’ acts or omissions, or breach of this
Agreement. The foregoing indemnification shall not apply to the extent such
Claims are the result of Company’s 
negligence or intentional act. These indemnities shall survive the
expiration or other termination of this Agreement.


9.   FORCE MAJEURE.   Neither party shall be liable
for any  expense, loss or damage
resulting from any delays in the performance of any obligation under this
Agreement caused by government actions, regulations, orders, rulings, acts of God,
acts of war, acts of public enemy, fire, strikes, civil disturbance, or any
other event beyond a party’s reasonable control, whether or not similar to the
foregoing.


10.   APPLICABLE LAW.   This
Agreement and respective rights and obligations of the parties shall be
governed and construed in accordance with the laws of the state of Texas.


11.   SEVERABILITY.   In case any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, unenforceable provision had never been
contained.


12.   ASSIGNMENT.   This
Agreement may not be assigned by either party without the written consent of
the other party, such consent shall not be unreasonably withheld, with the
exception that the Customer may transfer the Agreement to its subsidiaries with
30 day written notice to Energis.


13.   PURCHASE ALTERNATE MATERIAL.   Nothing in this Agreement
limits Energis from purchasing or acquiring Material from sources other than
Company with the understanding that under this Agreement Energis is responsible
for taking up to a minimum of eighteen thousand (18,000) tons per year of
Material from Company. If Company fails to perform its obligations pursuant to
this Agreement, Energis shall notify Company in writing and Company shall have
fifteen (15) business days to provide a cure (the cure will include meetings
its ongoing volume commitment and to make up any volume it failed to
deliver)  for meeting its obligations
pursuant to this Agreement otherwise Energis shall have the right to either
terminate this Agreement or contract with third parties to meet Company’s
obligations. Once Company advises Energis in writing of its ability to meet its
obligations under this Agreement, and Energis is reasonably agreeable with
Company’s assessment, Company will resume its obligations hereunder and Energis
will cease using its third party supplier for the purposes of addressing
Company’s lack of supply. All reasonable costs above what Energis would have
incurred under this Agreement if Company had met its obligations, shall be the
sole responsibility of Company. Company, at Energis’ option, shall either pay
Energis for such additional costs or shall credit Energis for such additional
costs against its future invoicing for its Material under this Agreement.


14.   PURCHASE OF MINIMUM MATERIAL;
ACCEPTANCE OF TIRES. In the event Energis fails to accept at least 1,500 short
tons of Material per month, Energis shall nonetheless pay Company for 1,500
short tons of Material per month and Company shall be entitled to invoice
Energis therefor. Additionally, in the event that Energis rejects any Conforming
Materials, Energis shall pay Company’s reasonable costs and expenses relating
to the re-transportationl, storage and disposal of such Conforming Material.
This is Company’s sole remedy for this matter.


15.   INSURANCE, TAXES.   Company
shall maintain the following insurance: Workers’ Compensation and Employers’
Liability Insurance coverage as is required by applicable law; Comprehensive


General Liability (bodily injury and property damage)
Insurance coverage with limits of not less than Two (One) Million ($2,000,000)
($1,000,000)(GAC/MRB) Dollars  combined
single limit per occurrence; Automobile Liability (Bodily Injury and Property
Damage) Insurance of not less than Two (One) Million ($2,000,000) ($1,000,000)(GAC)
Dollars combined single limit per occurrence, on all owned, non-owned, and
hired vehicles; Company shall itself have or shall require contractors which
may perform services for it 



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relating to the
transportation and hauling of Materials to the Facility (“Transportation Contractors”)
to maintain general liability and automobile liability insurance of not less
than Two (One) Million ($2,000,000) ($1,000,000)(GAC/MRB) Dollars
combined single limit. Company shall require that ENERGIS be named as an
additional insured on all policies of insurance maintained by Company or
Company’s Transportation Contractors. Energis shall maintain the following
insurance: Workers’ Compensation/Employers’ Liability Insurance as required by
applicable law; Comprehensive General Liability (bodily injury and property
damage) Insurance with limits of not less than $2,000,000.00 combined single
limit per occurrence; Automobile Liability (Bodily Injury and Property Damage)
Insurance of not less than $2,000,000.00 combined single limit per occurrence,
on all owned, non-owned, and hired vehicles.  Upon request, a party shall provide
certificates or other documentary evidence of the above insurance. The above
insurance shall include a requirement that the insurer provide thirty (30) days’
written notice prior to the effective date of any cancellation or material
change of such insurance. These policies will remain in effect during the
initial term and any renewal terms of this Agreement.


16.   INTEGRATION, MODIFICATION.   This Agreement
constitutes the entire agreement between the parties and supercedes all other
agreements and understandings between the parties. No modification or any
claimed waiver of any of the provisions of this Agreement shall be binding
unless in writing and signed by all parties.



 GAC/MRB