**EXHIBIT10.2**

**ADVANCEDBIOENERGY, LLC**

**Perry C.Johnston**

**EMPLOYMENTAGREEMENT**

This Employment Agreement(this “**Agreement**”) is entered into on July 7,2007 (the “**Execution Date**”) by and betweenAdvanced BioEnergy, LLC, a Delaware limited liability company (the **Company**”), and Perry C. Johnston, a resident of California (“**Employee**”).

**Background**

A.            The Company, which was formed inearly 2005, is establishing and currently owns and operates dry mill corn-basedethanol plants throughout the Midwest.

B.            The Company desires to employEmployee and Employee wishes to provide services to the Company, subject to theterms and conditions set forth in this Agreement.

C.            In consideration of the foregoingpremises and the respective agreements of the Company and Employee set forthbelow, the Company and Employee, intending to be legally bound, agree asfollows.

**Agreement**

# **1.****              Employment**.   Subject to all terms and conditions hereof,the Company will employ Employee, and Employee will serve the Company andperform services for the Company, until Employee’s employment terminates underSection 11.  Employee’s employment willcommence on August 8, 2007 (“**Effective Date**”).

# **2.****              Position andDuties**.

## (a)           Position with the Company.  Employee will serve as Vice President,General Counsel and Company Secretary and will perform such duties andresponsibilities as the Company’s Chief Executive Officer (“**CEO**”), the CEO’s designee, or the Company’sBoard of Directors (“**Board**”) mayassign to Employee from time to time. Employee’s employment hereunder will be based at the Company’sheadquarters located in the Minneapolis, Minnesota metropolitan area.

## (b)          Performance of Duties and Responsibilities.  Employee will serve the Company faithfullyand to the best of Employee’s ability and will devote Employee’s full time,attention and efforts to the business of the Company during Employee’semployment.  Employee will report to theCompany’s CEO, the CEO’s designee, or to such other party that may bedesignated by the Board.  During Employee’semployment hereunder, Employee will not 

----

## accept other employment or engage in other material business activity,except as approved in writing by the Board. During his employment with the Company, Employee may participate incharitable activities and personal investment activities to a reasonableextent, and he may serve as a director of business and civic organizations asapproved by the Board, so long as such activities and directorships do notinterfere with the performance of his duties and responsibilities hereunder.

## (c)           Prior Commitments.  Employee hereby represents and warrants thatEmployee is under no contractual or legal commitments that would preventEmployee from fulfilling the duties and responsibilities as set forth in thisAgreement.  Employee has provided copiesto the Company of any employment agreements, non-competition agreements orother agreements that Employee previously signed that might arguably restrictEmployee’s right to work for the Company, the services that Employee mayprovide to the Company, or the information that Employee may disclose to theCompany or use in the course and scope of his employment with the Company.

# **3.  Compensation.**

## (a)           Base Salary.  The Company will pay to Employee an annualbase salary of $200,000, less deductions and withholdings, which base salarywill be paid in accordance with the Company’s normal payroll policies andprocedures.  During each year after thefirst year of Employee’s employment hereunder, the Board may review and mayincrease Employee’s base salary in its sole discretion.

## (b)          Employee Benefits.  While Employee is employed by the Companyhereunder, Employee and his family members will be entitled to participate inall employee benefit plans and programs of the Company to the extent thatEmployee and his family members meet the eligibility requirements for eachparticular plan or program.  Thesebenefit plans and programs currently include a 401(k) plan and medical, dental,life and disability insurance programs. The Company provides no assurance as to the adoption or continuance ofany particular employee benefit plan or program.

## (c)           Expenses.  The Company will reimburse Employee for allreasonable and necessary out-of-pocket business, travel and entertainmentexpenses incurred by Employee in the performance of the duties andresponsibilities hereunder, subject to Employee’s providing receipts andcomplying with the Company’s normal policies and procedures for expenseverification and documentation.

## (d)          Vacation.  Employee will receive 15****business days paid vacation time off perfull calendar year, such time to be taken with the approval of the CEO or hisdesignee, at such times so as not to disrupt the operations of theCompany.  During the remainder of 2007,Employee will receive 8****businessdays of paid vacation time off.

2

----

## (e)           Annual Performance Bonus.  After September 30, 2007, for each completefiscal year that Employee is employed by the Company, Employee shall beeligible for an annual bonus in an amount up to 25% of Employee’s base salaryduring such fiscal year.  Employee’s****eligibility for any such bonus, and theamount of any such bonus that is paid, shall be based upon and subject toreasonable criteria established by the Board or a committee of the Board.  Any bonus earned by Employee for a fiscalyear shall be payable to Employee no later than 60 days following the fiscalyear for which the bonus was earned.

## (f)             Restricted Units.  As soon as reasonably practicable after theEffective Date, the Company will issue and grant to Employee 15,000 units representingmembership interests in the Company (the “**InitialMembership Units**”).  The termsand conditions of such grant will be as set forth in a Restricted UnitAgreement in substantially the form attached as Exhibit A (the “**Restricted Unit Agreement**”). The terms ofthe Restricted Unit Agreement governing such Initial Membership Units willcontrol over this Section 3(f).

## (g)          Long-term Compensation Plan. The Boardis considering a plan to provide for long term equity incentive compensationfor employees, directors and consultants to the Company.  The plan is subject to final Board andshareholder approval.  Employee will beeligible to participate if and when such a plan becomes effective.

## (h)        Relocation Package.  Employee will relocate his principal residenceto the Minneapolis, Minnesota metropolitan area as soon as reasonablypracticable, and in any event within 180 days, following the EffectiveDate.  The Company will provide Employeewith a “relocation package” consisting of cash payments in the aggregate amountof $125,000.  The Company will otherwisehave no obligations to reimburse Employee in connection with his relocation toMinnesota.  The Company will pay $25,000to Employee within three (3) business days of the Execution Date, $60,000 toEmployee within three (3) business days of the Effective Date, and theremaining $40,000 within thirty (3) calendar days after the EffectiveDate.   If Employee voluntarily resignshis employment with the Company for any reason other than Good Reason (asdefined herein), or the Company terminates Employee’s employment with theCompany for abandonment or for Cause only as it is described in Sections 12(d)(1), (2) or (3), in any case prior to the first anniversary of the EffectiveDate, Employee will promptly repay Company any and all monies that have beenpaid to Employee under this Section 3(h).

# **4. ****        Affiliates**.  As used in this Agreement, “**Affiliates**” includes the Company and each corporation,partnership, LLC or other entity that controls the Company, is controlled bythe Company, or is under common control with the Company (in each case “control”meaning the direct or indirect ownership of 50% or more of all outstandingequity interests).

3

----

# **5. ****        ConfidentialInformation**.  Except as permittedby the Company, Employee will not at any time divulge, furnish or makeaccessible to anyone or use in any way other than in the ordinary course of thebusiness of the Company or its Affiliates, any confidential, proprietary orsecret knowledge or information of the Company or its Affiliates that Employeehas acquired or will acquire about the Company or its Affiliates, whetherdeveloped by Employee or by others, concerning (i) any trade secrets, (ii) anyconfidential, proprietary or secret designs, programs, processes, formulae,plans, devices or material (whether or not patented or patentable) directly orindirectly useful in any aspect of the business of the Company or of itsAffiliates, (iii) any customer or supplier lists, (iv) any confidential,proprietary or secret development or research work, (v) any strategic or otherbusiness, marketing or sales plans, (vi) any financial data or plans, or (vii)any other confidential or proprietary information or secret aspects of thebusiness of the Company or of its Affiliates. Employee acknowledges that the above-described knowledge and informationconstitutes a unique and valuable asset of the Company and represents asubstantial investment of time and expense by the Company, and that anydisclosure or other use of such knowledge or information other than for thesole benefit of the Company or its Affiliates would be wrongful and would causeirreparable harm to the Company.  Theforegoing obligations of confidentiality will not apply to any knowledge orinformation that (A) is now or subsequently becomes generally publicly known,other than as a direct or indirect result of the breach of this Agreement, (B)is independently made available to Employee in good faith by a third party whohas not violated a confidential relationship with the Company or itsAffiliates, or (C) is required to be disclosed by law or legal process.

# **6.  Ventures**.  If, during Employee’s employment with theCompany, Employee is engaged in or provides input into the planning orimplementing of any project, program or venture involving the Company, allrights in such project, program or venture belong to the Company.  Except as approved in writing by the Board,Employee will not be entitled to any interest in any such project, program orventure or to any commission, finder’s fee or other compensation in connectiontherewith.  Employee will have nointerest, direct or indirect, in any customer or supplier that conductsbusiness with the Company.

# **7. ****        Non-Competitionand Non-Solicitation Agreements**.

## (a)           Agreement Not to Compete.  During Employee’s employment with the Companyor any Affiliates and for a period of twenty-four (24) consecutive months fromand after the date of termination of Employee’s employment, whether suchtermination is with or without Cause, or whether such termination is at theinstance of Employee or the Company, Employee shall not, directly orindirectly, within 100 miles of any existing facility or development site thatthe Company or any of its Affiliates operates or contemplates operating duringthe 12 months prior to the last day of Employee’s employment with the Companyand any of its Affiliates, own, manage, control, have any interest in,participate in, lend his name to, act as consultant or advisor to or renderservices (alone or in association with any other person, firm, corporation orother business organization) for:

4

----

## (1)          any other person or entity engaged in anethanol production or co-production business; or

## (2)          any other business in which the Company orany of its Affiliates engages and the gross revenues from which constitute atleast 20% the Company’s or any of its Affiliates’ gross revenues.

## For purposesof this Section, Employee agrees not to engage in any such activity as aproprietor, principal, agent, partner, officer, director, stockholder,employee, member of any association, consultant, agent or otherwise.  Ownership by Employee, as a passiveinvestment, of less than 1.0% of the outstanding shares of capital stock of anycorporation listed on a national securities exchange or publicly traded in theover-the-counter market will not constitute a breach of this Section 7(a).

## (b)          Agreement Not to Solicit or Hire AwayEmployees. During Employee’s employment with the Company or any Affiliatesand for a period of twenty-four (24) consecutive months from and after thetermination of Employee’s employment, whether such termination is with orwithout cause, or whether such termination is at the instance of Employee orthe Company, Employee will not, directly or indirectly, hire, engage or solicitany person who is then an employee or contractor of the Company or who was anemployee of the Company at any time during the twelve-month period immediatelypreceding Employee’s termination of employment, in any manner or capacity,including without limitation as a proprietor, principal, agent, partner,officer, director, stockholder, employee, member of any association, consultantor otherwise.

## (c)           Agreement Not to Solicit Customers andOther Business Relations. During Employee’s employment with the Company orany Affiliates and for a period of twenty-four (24) consecutive months from andafter the termination of Employee’s employment, whether such termination iswith or without cause, or whether such termination is at the instance ofEmployee or the Company, Employee will not, directly or indirectly, solicit,request, advise or induce any current or potential customer, supplier or otherbusiness contact of the Company to cancel, curtail or otherwise adverselychange its relationship with the Company, in any manner or capacity, includingwithout limitation as a proprietor, principal, agent, partner, officer,director, stockholder, employee, member of any association, consultant orotherwise.

## (d)          Acknowledgment.  Employee hereby acknowledges that theprovisions of this Section 7 are reasonable and necessary to protect thelegitimate interests of the Company and that any violation of this Section 7 byEmployee will cause substantial and irreparable harm to the Company to such anextent that monetary damages alone would be an inadequate remedytherefore.  Therefore, in the event thatEmployee violates any provision of this Section 7, the Company shall beentitled to an injunction, in addition to all the other 

5

----

## remedies it may have, restraining Employeefrom violating or continuing to violate such provision.

## (e)           Blue Pencil Doctrine.  If the duration of, the scope of, or anybusiness activity covered by any provision of this Section 7 is in excess ofwhat is determined to be valid and enforceable under applicable law, suchprovision will be construed to cover only that duration, scope or activity thatis determined to be valid and enforceable. Employee hereby acknowledges that this Section 7 will be given the constructionwhich renders its provisions valid and enforceable to the maximum extent, notexceeding its express terms, possible under applicable law.

# **8.****              Patents,Copyrights and Related Matters**.

## (a)           Disclosure and Assignment.  Employee shall immediately disclose to theCompany any and all improvements and inventions that Employee may conceiveand/or reduce to practice individually or jointly or commonly with others whilehe is employed with the Company with respect to (i) any methods, processes orapparatus concerned with the development, use or production of any type ofproducts, goods or services sold or used by the Company, and (ii) any type ofproducts, goods or services sold or used by the Company.  Employee also shall immediately assign,transfer and set over to the Company his entire right, title and interest inand to any and all of such inventions as are specified in this Section 8(a),and in and to any and all applications for letters patent that may be filed onsuch inventions, and in and to any and all letters patent that may issue, or beissued, upon such applications.  Inconnection therewith and for no additional compensation therefor, but at noexpense to Employee, Employee shall sign any and all instruments deemednecessary by the Company for:

## (1)          the filing and prosecution of any applicationsfor letters patent of the United States or of any foreign country that theCompany may desire to file upon such inventions as are specified in thisSection 8(a).

## (2)          the filing and prosecution of any divisional,continuation, continuation-in-part or reissue applications that the Company maydesire to file upon such applications for letters patent; and

## (3)          the reviving, re-examining or renewing of anyof such applications for letters patent.

This Section 8(a) shallnot apply to any invention for which no equipment, supplies, facilities,confidential, proprietary or secret knowledge or information, or other tradesecret information of the Company was used and that was developed entirely onEmployee’s own time, and (i) that does not relate (A) directly to the businessof the Company, or (B) to the Company’s actual or demonstrably anticipatedresearch or 

6

----

development, or (ii) thatdoes not result from any work performed by Employee for the Company.

## (b)          Copyrightable Material.   All right, title and interest in allcopyrightable material that Employee shall conceive or originate individuallyor jointly or commonly with others, and that arise during the term of hisemployment with the Company and out of the performance of his duties andresponsibilities under this Agreement, shall be the property of the Company andare hereby assigned by Employee to the Company, along with ownership of any andall copyrights in the copyrightable material. Upon request and without further compensation therefor, but at no expenseto Employee, Employee shall execute any and all papers and perform all otheracts necessary to assist the Company to obtain and register copyrights on suchmaterials in any and all countries. Where applicable, works of authorship created by Employee for theCompany in performing his duties and responsibilities hereunder shall beconsidered “works made for hire,” as defined in the U.S. Copyright Act.

## (c)           Know-How and Trade Secrets.  All know-how and trade secret informationconceived or originated by Employee that arises during the term of hisemployment with the Company and out of the performance of his duties andresponsibilities hereunder or any related material or information shall be theproperty of the Company, and all rights therein are hereby assigned by Employeeto the Company

# **9.****              Return of Recordsand Property.**  Upon terminationof Employee’s employment or at any time upon the Company’s request, Employeewill promptly deliver to the Company any and all Company and Affiliate recordsand any and all Company and Affiliate property in Employee’s possession orunder Employee’s control, including without limitation manuals, books, blankforms, documents, letters, memoranda, notes, notebooks, reports, printouts,computer disks, computer tapes, source codes, data, tables or calculations andall copies thereof, documents that in whole or in part contain any tradesecrets or confidential, proprietary or other secret information of the Companyor its Affiliates and all copies thereof, and keys, access cards, access codes,passwords, credit cards, personal computers, telephones and other electronicequipment belonging to the Company or its Affiliates.

# **10.****       Remedies**.  Employee acknowledges that it would bedifficult to fully compensate the Company for monetary damages resulting fromany breach by him of the provisions hereof. Accordingly, in the event of any actual or threatened breach of any suchprovisions, the Company will, in addition to any other remedies it may have, beentitled to injunctive and other equitable relief to enforce such provisions,and such relief may be granted without the necessity of proving actual monetarydamages.  In the event that a court ofcompetent jurisdiction concludes that Employee has violated Employee’sobligations under Sections 5, 6, 7, 8 or 9 of this Agreement, Employee shallalso be liable to the Company for the reasonable costs and attorneys’ fees thatit incurs in any legal action in which it enforces its legal rights under thoseparagraphs.

7

----

# **11.****       Termination ofEmployment**.  The Employee’semployment with the Company will terminate immediately upon:

### (a)          Employee’s receipt of written notice from theCompany of the termination of Employee’s employment, effective as of the dateindicated in such notice;

### (b)         The Company’s receipt of Employee’s writtenresignation from the Company, effective as of the date indicated in suchresignation or Employee’s abandonment of his employment or resignation otherthan by notice from the Company;

### (c)          Employee’s Disability (as defined below); or

### (d)         Employee’s death.

The date uponwhich Employee’s termination of employment with the Company occurs is the “**Termination Date**”.  “**Disability**” means the inability of Employee to perform on afull-time basis the duties and responsibilities of Employee’s employment withthe Company by reason of illness or other physical or mental impairment orcondition, if such inability continues for an uninterrupted period of 90 daysor for more than 90 complete days during any 12-month period.  Notwithstanding any other provision of thisAgreement, the Termination of Employee’s employment does not terminate Employee’sother obligations under this Agreement.

**12.****       Payments upon Termination of Employment**.

## (a)           Severance Pay.    If Employee’s employment with the Companyis terminated by the Company for any reason other than for “Cause” (as definedbelow), or by Employee as a result of his resignation for Good Reason (asdefined below), then, subject to Section 12(b), Employee shall receive fromCompany the following severance pay and benefits:

## (1)         severance pay in an amount equal to 52****weeks of Employee’s base salary at thetime of termination, less applicable withholdings,

## (2)           a pro rata portion of any annual performancebonus (determined as set forth in Section 12(b)(3) that would have been payableto him pursuant to Section 3(e) for the fiscal year in which the TerminationDate occurs, as if Employee had been in the employ of the Company for the fullfiscal year based on actual Company performance for such fiscal year, less applicablewithholdings; and

## (3)           continuance of Employee’s and his family’sthen-applicable health, dental, disability and life insurance under the sameterms and conditions as then made available to other Company employees andtheir families (the employer- and employee-portions being the same as forthen-current Company employees) for up to one year

8

----

(b)         Limitationson Severance Pay.  The obligations ofthe Company and the rights of Employee under Section 12(a) are subject to thefollowing provisions:

## (1)           Employee executes and does not rescind ageneral release, in a form provided by the Company, of any claims related tohis employment with the Company and any Affiliates of the Company or thetermination of that employment (“**GeneralRelease**”).

## (2)           The severance pay shall be paid to Employeein approximate equal installments in accordance with the Company’s regularpayroll schedule.  The first paymentshall be made on the second normal payroll date following expiration of theperiod of time during which Employee may rescind the General Release.

## (3)           The “pro rata” payment referred to inSection 12(a)(2) shall be equal to the actual annual incentive bonus asdescribed therein multiplied by a fraction, the numerator of which is thenumber of days of Employee’s employment in such fiscal year and the denominatorof which is 365.  Such payment shall bemade in the same manner and at the same time that annual incentive bonuspayments are made to current executive officers of the Company, but no earlierthan the expiration of all applicable rescission periods provided by law.

## (4)           The Company shall be entitled to ceaseproviding health, dental, disability or life insurance benefits to Employeeafter the Termination Date provided Employee becomes eligible for group health,dental, disability or life insurance coverage (as applicable) from any otheremployer.  For purposes of mitigation andreduction of the Company’s financial obligations to Employee under Section12(a), Employee shall promptly and fully disclose to the Company inwriting the fact that he has become eligible for comparable group health,dental, disability or life insurance coverage from any other such employer, andEmployee shall be liable to repay any amounts to the Company that should havebeen so mitigated or reduced but for Employee’s failure or unwillingness tomake such disclosure.

## (5)         The Company will not be obligated to make anypayments or provide any benefits under Section 12(a) if Employee’s employmentwith the Company is terminated by the Company in connection with a Change inControl (as defined in the Restricted Unit Agreement - Exhibit A hereto) andthe Employee rejects an offer of employment in the Minneapolis, Minnesotametropolitan area from any successor in interest of the Company in respect ofthe Change in Control on terms that are comparable to those provided for bythis Agreement.

## (c)           Wages Due.  The Company will pay to Employee, Employee’sbeneficiary or Employee’s estate, as the case may be, Employee’s base salarythrough the Termination Date if Employee’s employment with the Company isterminated by reason of:

9

----

### (1) Employee’s abandonment of Employee’semployment or Employee’s resignation for any reason;

### (2) termination of Employee’s employment bythe Company for Cause (as defined below); or

### (3) Employee’s Disability or death.

## (d) “**Cause**”means:

### (1)          an act of dishonesty undertaken by Employeeand intended to result in personal gain or enrichment of Employee or another atthe expense of the Company or its Affiliates;

### (2)          unlawful conduct or gross misconduct byEmployee, whether on the job or off the job, that, in either event, is publiclydetrimental to the reputation or goodwill of the Company;

### (3)          the conviction of Employee of a felony, orEmployee’s entry of a no contest or *nolo contendre*plea to a felony;

### (4)          persistent failure of Employee to performEmployee’s material duties and responsibilities hereunder or to meet reasonableperformance objectives set by the CEO or Board, as applicable, from time totime, which failure is willful and deliberate on Employee’s part and has notbeen cured by Employee within fifteen (15) days after written notice thereof toEmployee from the Company;

### (5)           willful and deliberate breach by Employee ofhis fiduciary obligations as an officer or director of the Company; or

### (6)          material breach of any terms or conditions ofthis Agreement by Employee which breach has not been cured by Employee withinfifteen (15) days after written notice thereof to Employee from the Company.

For the purposesof this Section 12(d), no act or failure to act on Employee’s part shall beconsidered “dishonest,” “willful” or “deliberate” unless done or omitted to bedone by Employee in bad faith and without reasonable belief that Employee’saction or omission was in the best interests of the Company.  Any act, or failure to act, based uponauthority given pursuant to a resolution duly adopted by the Board shall beconclusively presumed to be done, or omitted to be done, by Employee in goodfaith and in the best interests of the Company.

## (e) “**GoodReason**” hereunder shall mean the occurrence of any one of thefollowing events:

10

----

### (1)          any material breach ofany material terms and conditions of this Agreement by the Company not causedby Employee, which breach has not been cured by the Company within 30 daysafter receipt of written notice to the Company from Employee specifying withreasonable detail the reasons that Employee believes a material breach hasoccurred, including any of the following occurrences which shall be deemed tobe a material breach by the Company if not so cured:

(A)  failure to pay when due Employee’s basesalary or bonus in accordance with Sections 3(a) or 3(e); and

(B) any material adversechange in Employee’s position, title, or responsibilities;

 

### (2)          the Company becomes a direct or indirectsubsidiary of any other business entity through direct or indirect ownership ofmore than fifty percent (50%) of the voting securities of the Company by suchbusiness entity (“**Parent**”), andEmployee is not Vice President, General Counsel and Company Secretary orotherwise does not continue to hold an officer position of similar senioritywith either the Company or Parent;

### (3)          the failure of the Company to assign thisAgreement to a successor pursuant to Section 13(i), or failure of suchsuccessor to explicitly assume and agree to be bound by this Agreement; or

### (4)          requiring Employee to be principally based atany office or location more than 50 miles from Minneapolis, Minnesota (otherthan for normal travel in connection with Employee’s performance ofresponsibilities hereunder);

### *provided*, GoodReason shall not include any occurrence in this Section 12(e) of which Employeehas consented in writing stating specifically that such occurrence shall notconstitute Good Reason for purposes of this Section 12(e).

## (f)             In the event of termination of Employee’semployment, the sole obligation of the Company under this Agreement will be itsobligation to make the payments called for by Sections 12(a)hereof, and theCompany will have no other obligation to Employee or to Employee’s beneficiaryor Employee’s estate, except as otherwise provided by law, the terms of anyother applicable written agreement between Employee and the Company, and/or theterms of any employee benefit plan or program then maintained by the Companyand in which Employee participates.

## (g)          Notwithstanding the foregoing provisions ofthis Section 12, the Company will not be obligated to make any payments toEmployee under Section 12(a) unless Employee has signed a General Release ofany and all claims related to his employment in a form to be prescribed by theCompany, the period of time for rescinding the General Release has 

11

----

## expired, and Employee is in strict compliance with the terms of thisAgreement as of the date of each such payments.

# **13.****       Miscellaneous**.

## (a)           Tax Matters.  Employee acknowledges that the Company shalldeduct from any compensation payable to Employee or payable on his behalf underthis Agreement all applicable federal, state, and local income and employmenttaxes and other taxes and withholdings required by law.

## (b)          Beneficiary.  If Employee dies before receiving all of theamounts payable to him in accordance with the terms and conditions of thisAgreement, such amounts shall be paid to the beneficiary (“**Beneficiary**”) designated by Employee inwriting to the Company during his lifetime, or if no such Beneficiary isdesignated, to Employee’s estate. Employee may change his designation of Beneficiary or Beneficiaries atany time or from time to time without the consent of any prior Beneficiary, bysubmitting to the Company in writing a new designation of Beneficiary.

## (c)           Governing Law.  All matters relating to the interpretation,construction, application, validity and enforcement of this Agreement will begoverned by the laws of the State of Minnesota without giving effect to anychoice or conflict of law provision or rule, whether of the State of Minnesotaor any other jurisdiction, that would cause the application of laws of anyjurisdiction other than the State of Minnesota

## (d)          Arbitration.  Employee and Company agree to submit any andall disputes concerning the terms of this Agreement or any other terms andconditions of Employee’s employment, with the exception of an action forinjunctive relief under Sections 5, 7 or 8 of this Agreement, to final and binding arbitration.  The arbitration will be conducted inMinneapolis, Minnesota in accordance with the procedural rules of the AmericanArbitration Association.  The arbitratormay order any legal and equitable remedies, including backpay and/orreimbursement, but will have no authority to alter, modify or amend the termsof this Agreement or to award punitive damages.

## (e)           Jurisdiction and Venue.  Employee and the Company consent tojurisdiction of the courts of the State of Minnesota and/or the federaldistrict courts, District of Minnesota, for the purpose of resolving all issuesof law, equity, or fact, arising out of or in connection with this Agreement.In connection therewith, each party consents to personal jurisdiction over suchparty in the state and/or federal courts of Minnesota and to venue for thepurpose of such decisions in Hennepin County, State of Minnesota, and herebywaives any defense of lack of personal jurisdiction or *forum non conveniens.*

## (f)             Entire Agreement.  This Agreement, together with the RestrictedUnit Agreement and all attachments and exhibits hereto or thereto, contains theentire agreement of the parties 

12

----

## relating to Employee’s employment with the Company and supersedes allprior agreements and understandings with respect to such subject matter, andthe parties hereto have made no agreements, representations or warrantiesrelating to the subject matter of this Agreement that are not set forth herein.

## (g)          Amendments.  No amendment or modification of thisAgreement will be deemed effective unless made in writing and signed byEmployee and the CEO or the Chairman of the Board.

## (h)          No Waiver.  No term or condition of this Agreement willbe deemed to have been waived, except by a statement in writing signed by theparty against whom enforcement of the waiver is sought.  Any written waiver will not be deemed acontinuing waiver unless specifically stated, will operate only as to thespecific term or condition waived and will not constitute a waiver of such termor condition for the future or as to any act other than that specificallywaived.

## (i)              Assignment.  This Agreement shall not be assignable, inwhole or in part, by either party without the written consent of the otherparty, except that the Company may, without the written consent of Employee,assign its rights and obligations under this Agreement to any corporation orother business entity (i) with which the Company may merge or consolidate, (ii)to which the Company may sell or transfer all or substantially all of itsassets or membership interests, or (iii) of which 50% or more of the votingcontrol is owned, directly or indirectly, by the Company.  No such assignment without the written consentof Employee shall discharge the Company from liability hereunder, and suchassignee jointly and severally with the Company shall thereafter be deemed tobe the “Company” for purposes of all terms and conditions of this Agreement,including this Section 13(i).

## (j)              Notices.  Any notice hereunder shall be in writing andshall be deemed to have been duly given if delivered by hand, sent by reliablenext-day courier, or sent by registered or certified mail, return receiptrequested, postage prepaid, to the party to receive such notice addressed asfollows:

| If to the Company: |                                |
|--------------------|-------------------------------------|
|               |                                |
|               | Advanced  BioEnergy, LLC            |
|               | 10201 Wayzata  Boulevard            |
|               | Suite 250                           |
|               | Hopkins,  Minnesota 55305           |
|               | Attention:  Chief Executive Officer |
|               |                                |
| If to Employee:    |                                |
|               |                                |
|               | Perry Johnston                      |
|                    |                                     |  |  |

 

13

----

 
|   |   |   |
|--------|--------|--------|
|   |   |   |

 

or addressed to suchother address as may have been furnished to the sender by noticehereunder.  All notices shall be deemedgiven on the date on which delivered if delivered by hand or on the date sentif sent by overnight courier or certified mail, except that notice of change ofaddress will be effective only upon receipt by the other party.

## (k)           Counterparts.  This Agreement may be executed by facsimilesignature and in any number of counterparts, and such counterparts executed anddelivered, each as an original, will constitute but one and the sameinstrument.

## (l)              Severability.  Subject to Section 7(e) hereof, to the extentthat any portion of any provision of this Agreement is held invalid orunenforceable, it will be considered deleted herefrom and the remainder of suchprovision and of this Agreement will be unaffected and will continue in fullforce and effect.

## (m)        Captions and Headings.  The captions and paragraph headings used inthis Agreement are for convenience of reference only and will not affect theconstruction or interpretation of this Agreement or any of the provisionshereof.

## (n)          Company Approvals.  The Company represents and warrants toEmployee that it (and to the extent required, the Board) has taken allcorporate action necessary to authorize this Agreement.

(*remainder of page intentionally left blank*)

14

----

**SIGNATURES**

Employee and theCompany have executed this Agreement as of the date set forth in the firstparagraph.
|                     | **Advanced BioEnergy LLC** |
|---------------------|----------------------------|
|                |                       |   |   |   |
| Date: July 9,  2007 | By:                        |    /s/ Revis L. Stephenson III |   |   |
|                |                       |   Revis  L. Stephenson III |   |   |
|                |                       |   Chairman and Chief Executive Officer |
| ** **          |                       |   |   |   |
| ** **          |                       |   |   |   |
| ** **          |                       | **EMPLOYEE** |   |   |
|                |                       |   |   |   |
| Date: July 7,  2007 |                       |    /s/ Perry Johnston |   |   |
|                |                       | Perry C. Johnston |   |   |

 

 

----