Exhibit 10.12**Employment Agreement**     This Employment Agreement (this “**Agreement**”) is entered into on April 7, 2006 (the “**EffectiveDate**”) by and between Advanced BioEnergy, LLC, a Delaware limited liability company (the"**Company**”), and Revis L. Stephenson III, a resident of Minnesota (“**Executive**”).**Background**     A. The Company is a development stage company formed for the purpose of raising capital todevelop, construct, own and operate a 100 million gallons per year dry mill corn-based ethanolplant.     B. Executive is an experienced business manager.     C. The Company desires to hire Executive as its employee, and Executive desires to be employedby the Company, subject to the terms and conditions set forth in this Agreement.     D. Prior to the date hereof, Executive has been providing services to the Company as anindependent contractor pursuant to that certain Project Development Fee Agreement effective as ofMay 19, 2005 (the “**Project Development Fee Agreement**”).     E. The Company wishes to engage Executive to serve as the Chairman and Chief Executive Officerof the Company pursuant to the terms of this Agreement, which will expand Executive’s duties withthe Company beyond those contemplated by the Project Development Fee Agreement.     F. As partial consideration for entering into this Agreement with Executive, Executive hasagreed to provide the Company with the covenants contained in Sections 5, 6, 7 and 8 of thisAgreement.     G. In consideration of the foregoing premises and the respective agreements of the Company andExecutive set forth below, the Company and Executive, intending to be legally bound, agree asfollows:**Agreement**1. Employment. Effective as of the Effective Date, the Company will employ Executive,and Executive will accept such employment and perform services for the Company, upon the termsand conditions set forth in this Agreement.2. Term of Employment. Unless terminated at an earlier date in accordance with Section9, the term of Executive’s employment with the Company will be for the period commencingon the Effective Date and ending on the third anniversary of the Effective 
 

 
  Date. Thereafter, unless terminated at an earlier date in accordance with Section 9, the term ofExecutive’s employment with the Company will be automatically extended for successive oneyear periods, unless either party gives written notice to the other party at least 180 daysprior to the expiration of such term that such party elects not to extend the term ofExecutive’s employment under this Agreement.3. Position and Duties. (a) Employment with the Company. Commencing on the Effective Date andcontinuing for the duration of the term of Executive’s employment with the Companyhereunder, Executive shall be appointed as the Chairman and Chief Executive Officer ofthe Company and shall have the authority, duties and responsibilities commensurate andconsistent with such position and title. As Chairman and Chief Executive Officer,Executive shall be the most senior executive officer of the Company and will, subjectto the supervision of the Board of Directors of the Company (the “**Board**”), havediscretion and authority to manage and direct the day-to-day affairs and operations ofthe Company, to direct the strategic direction of the Company, and to hire andterminate the employment of employees of the Company. Executive will report to theBoard and perform such other duties and responsibilities as the Board shall assign tohim from time to time consistent with his position. All staff and other functions andall operations of the Company will report directly or indirectly (through a subordinateof Executive who reports directly or indirectly to Executive) to Executive, unless theBoard concludes in good faith that a direct reporting relationship to the Board withrespect to any staff or function is required by applicable law or written policies ofthe Company, or is reasonably necessary to fulfill its fiduciary obligations to theCompany. If the Chair of the Board is at any time serving as an employee of theCompany then such person will be Executive and no other person. Executive’s employmenthereunder will be based at the Company’s corporate headquarters, to be located within50 miles of Minneapolis, Minnesota.  (b) Board of Directors. While Executive is employed by the Companyhereunder, the Board will nominate Executive to the Board and upon election by theCompany’s members Executive will serve on the Board, without compensation other thanthat specified in this Agreement.  (c) Performance of Duties and Responsibilities. Executive will serve theCompany faithfully and to the best of his ability and will devote his full workingtime, attention and efforts to the business of the Company during his employment withthe Company. Executive hereby represents and confirms that he is under no contractualor legal commitments that would prevent him from fulfilling his dutiesand responsibilities as set forth in this Agreement. During his employment
 

 
   with theCompany, Executive may participate in charitable activities and personal investmentactivities to a reasonable extent, and he may serve as a director of business andcivic organizations as approved by the Board, so long as such activities anddirectorships do not interfere with the performance of his duties andresponsibilities hereunder. Executive may participate in other business activitiesthat do not otherwise interfere with his duties under this Agreement with the priorconsent of the Board.4. Compensation. (a) Base Salary. While Executive is employed by the Company hereunder, theCompany will pay to Executive an annual base salary of $300,000, which base salaryshall be paid in accordance with the Company’s normal payroll policies and procedures.During each year after the first year of Executive’s employment hereunder, the Board orthe Compensation Committee of the Board (the “**Committee**”) will conduct an annualperformance review of Executive and thereafter establish Executive’s base salary in anamount not less than the base salary in effect for the prior year.  (b) Annual Performance Bonus. For each full or partial fiscal yearExecutive is employed by the Company hereunder, Executive shall be eligible for aperformance bonus. Through fiscal year 2007, such bonus shall be in an amount up to$50,000, and will be based on achievement of certain criteria and milestonesestablished by, and in the sole discretion of, the Committee. Commencing with fiscalyear 2008, Executive’s annual cash bonus shall be up to 25% of Executive’s annual basesalary for such fiscal year, and will be based upon achievement of certainprofitability and operational efficiencies relative to the industry and such othercriteria that the Committee may, from time to time, determine in its sole discretion.Achievement by Executive of the objectives for each fiscal year will be determined ingood faith by the Committee in its sole discretion within 60 days after the end of thefiscal year; and the annual operational performance bonus will be paid in a lump sumpromptly following such determination.  (c) Strategic Bonus. For each additional ethanol production orco-production facility acquired or built by the Company in addition to the Company’scurrently proposed facility located near Fairmont, Nebraska, the Company will grant toExecutive or, at Executive’s direction, an entity owned or controlled by Executive, theright to be issued one newly issued Unit (as defined in the Operating Agreement of theCompany) of the Company per 1,000 gallon ethanol production capacity acquired. ThisSection 4(c) will expire on the earlier to occur of the third anniversary of theEffective Date or the addition of 300 million gallons of ethanol productioncapacity. Upon such expiration, the Company and Executive agree to negotiate, ingood faith, new terms for a “strategic bonus” for
 

 
   Executive that are commensuratewith the strategic goals of the Company, the industry that the Company is in, valueadded by Executive, the financial position of the Company at the time, and suchother terms and considerations that the Board determines are relevant. The completeterms and conditions of such Units will be as set forth in a restricted unitagreement to be prepared and entered into between the Company and Executive andapproved by the Board (the “**Restricted Unit Agreement**”), but will include, amongother things, a requirement that Executive agree to be bound by the terms andrestrictions contained in the Operating Agreement of the Company and that such Unitswould only be granted in an amount equal to 50% of the total to be issued uponcertification of operations relating to such additional production capacity, 25% onthe first anniversary of such additional capacity and the balance on the secondanniversary of such additional capacity, with termination of Executive’s employmentresulting in forfeiture of any right to receive such Units which remain unissued.The terms of the Restricted Unit Agreement governing such Units will control overthis Section 4(c). The parties will cooperate in good faith to finalize and enterinto a Restricted Unit Agreement in an expeditious manner.  (d) Employee Benefits. While Executive is employed by the Companyhereunder, Executive will be entitled to participate in all employee benefit plans andprograms of the Company, including without limitation, a 401(k) plan, and medical,life, and disability insurance plans, to the extent that Executive meets theeligibility requirements for each individual plan or program as generally applicable toother executive officers of the Company; provided, however, that except as hereinotherwise provided the Company provides no assurance as to the adoption or continuanceof any particular employee benefit plan or program and Executive’s participation in anysuch plan or program is subject to the provisions, rules and regulations applicablethereto consistent with the provisions, rules and regulations generally applicable toother executive officers of the Company. The Executive understands that electivedeferrals made by executives under a 401(k) plan may be limited as necessary to satisfycertain non-discrimination rules that apply to such plans under the Internal RevenueCode of 1986, as amended (the “**Code**”). However, unless the Company determines that itis not commercially reasonable to do so, the Company will adopt a “safe-harbor”matching contribution formula under the 401(k) plan that will allow the 401(k) plan toautomatically comply with such non-discrimination rules. If the Company determinesthat it is not commercially reasonable to adopt such a matching contribution formula,the Company will establish a nonqualified deferred compensation plan that will allowthe Executive to approximate on a nonqualified basis the deferrals that cannot bemade under the 401(k) due to non-discrimination rules, in a manner consistent withSection 409A of the Code.
 

 
 (e) Automobile Allowance. While Executive is employed by the Companyhereunder, the Company shall provide to Executive the use of an automobile leased bythe Company and classified as “E85” and will reimburse Executive for all of the costshe incurs in using that automobile for business or personal purposes, including withoutlimitation the costs of insuring, maintaining and operating the automobile.  (f) Expenses. While Executive is employed by the Company hereunder, theCompany will reimburse Executive for all reasonable and necessary out-of-pocketbusiness, travel and entertainment expenses incurred by him in the performance of hisduties and responsibilities hereunder, subject to the Company’s normal policies andprocedures for expense verification and documentation.  (g) Tax Planning. While Executive is employed by the Company hereunder,the Company will reimburse Executive for reasonable fees and expenses of annual taxreturn preparation and planning by an independent public accounting firm, subject tothe Company’s normal policies and procedures for verification and documentation.  (h) Vacation. While Executive is employed by the Company hereunder,Executive shall be entitled to paid vacation time off in accordance with the normalpolicies of the Company, but not less than four weeks vacation per year.5. Confidential Information. Except as permitted by the Company’s Board or Companypolicies approved by the Board, during the term of Executive’s employment with the Company andat all times thereafter, Executive will not divulge, furnish or make accessible to anyone oruse in any way other than in the ordinary course of the business of the Company, anyconfidential, proprietary or secret knowledge or information of the Company that Executive hasacquired or shall acquire during his employment with the Company, whether developed by himselfor by others, concerning (i) any trade secrets, (ii) any confidential, proprietary or secretdesigns, processes, formulae, plans, devices or material (whether or not patented orpatentable) directly or indirectly useful in any aspect of the business of the Company, (iii)any customer or supplier lists of the Company, (iv) any confidential, proprietary or secretdevelopment or research work of the Company, (v) any strategic or other business, marketing orsales plans of the Company, (vi) any financial data or plans respecting the Company, or (vii)any other confidential or proprietary information or secret aspects of the business of theCompany. Executive acknowledges that the above-described knowledge and informationconstitutes a unique and valuable asset of the Company and represents a substantial investmentof time and expense by the Company, and that any disclosure or other use of such knowledge orinformation other than for the sole benefit of the Company would be wrongful and would cause irreparable harmto the Company. During the term of Executive’s employment with the Company, Executive shallrefrain from any acts or omissions that would reduce
 

 
  the value of such knowledge orinformation to the Company. The foregoing obligations of confidentiality shall not apply toany knowledge or information that (i) is now or subsequently becomes generally publiclyknown in the form in which it was obtained from the Company, other than as a direct orindirect result of the breach of this Agreement by Executive, (ii) is independently madeavailable to Executive in good faith by a third party who has not violated a confidentialrelationship with the Company, or (iii) is required to be disclosed by legal process.6. Ventures. If, during the term of Executive’s employment with the Company, Executiveis engaged in or associated with the planning or implementing of any project, program orventure involving the Company and a third party or parties, all rights in such project,program or venture shall belong to the Company. Except as approved in writing by the Board,Executive shall not be entitled to any interest in any such project, program or venture or toany commission, finder’s fee or other compensation in connection therewith, other than thecompensation to be paid to Executive by the Company as provided herein, and except for anyentity owned or controlled by Executive, the primary purpose of which is to hold Executive’sownership interests in the Company. Executive shall have no interest, direct or indirect, inany customer or supplier that conducts business with the Company, unless such interest hasbeen disclosed in writing to and approved by the Board before such customer or supplier seeksto do business with the Company.7. Noncompetition Covenant. (a) Agreement Not to Compete. During the term of Executive’s employmentwith the Company and for the Restrictive Period (as defined below) following the dateof the termination of such employment, whether such termination is with or withoutCause (as defined below), or whether such termination is at the instance of Executiveor the Company, Executive shall not, directly or indirectly, within 60 miles of anyexisting Company facility or development site that the Company or any of its affiliatesoperates or contemplates operating during the 12 months prior to the last day ofExecutive’s employment, own, manage, control, have any interest in, participate in,lend his name to, act as consultant or advisor to or render services (alone or inassociation with any other person, firm, corporation or other business organization)for: (1) any other person or entity engaged in an ethanol production orco-production business; or  (2) any other business in which the Company or any of itsaffiliates engages and the gross revenues from which constitute at least 20%the Company’s or any of its affiliates’ gross revenues.
 

 
   Ownership by Executive, as a passive investment, of less than 1% of the outstanding shares of capital stock of any corporation listed on a national securities exchangeor publicly traded in the over-the-counter market will not constitute a breach ofthis Section 7(a). Employment of Executive by a person or entity described inSections 7(a)(2) will not constitute a breach of this Section 7(a) if Executive isemployed in a separate and distinct affiliate or business unit (whether or notseparately incorporated) of such business entity, other than the affiliate orbusiness unit conducting the activities described in this Section 7(a), andExecutive has no direct or indirect management responsibilities for the activitiesof the business unit conducting the activities described in this Section 7(a).“**Restrictive Period**” will mean: (A) if Executive’s employment hereunder isterminated for Cause (as defined in Section 10(d)) or by Executive without GoodReason (as defined in Section 10(f)), 24 consecutive months from the date oftermination of Executive’s employment, and (B) in all other cases, 12 consecutivemonths from the date of termination of Executive’s employment hereunder.  (b) Agreement Not to Hire. During the term of Executive’s employment withthe Company and for a period of 12 consecutive months from the date of the terminationof such employment, whether such termination is with or without Cause (as definedbelow), or whether such termination is at the instance of Executive or the Company,Executive shall not, directly or indirectly, hire, engage or solicit any person who isthen an employee of the Company or who was an employee of the Company at the time ofExecutive’s termination of employment, in any manner or capacity, including withoutlimitation as a proprietor, principal, agent, partner, officer, director, employee,member of any association, consultant or otherwise.  (c) Agreement Not to Solicit. During the term of Executive’s employmentwith the Company and for a period of 24 consecutive months from the date of thetermination of such employment, whether such termination is with or without Cause (asdefined below), or whether such termination is at the instance of Executive or theCompany, Executive shall not, directly or indirectly, solicit, request, advise orinduce any current or potential customer, supplier or other business contact of theCompany to cancel, curtail or otherwise change its relationship with the Company, inany manner or capacity, including without limitation as a proprietor, principal, agent,partner, officer, director, stockholder, employee, member of any association,consultant or otherwise. Notwithstanding the foregoing, a solicitation or request byExecutive of any current or potential customer of the Company, for the sale ormarketing of any products or servicescompetitive with the products and services of the Company, will not alone constitutea violation of this Section 7(c) unless such solicitation or request is also aviolation of Section 7(a).
 

 
 (d) Acknowledgment. Executive hereby acknowledges that the provisions ofthis Section 7 are reasonable and necessary to protect the legitimate interests of theCompany and that any violation of this Section 7 by Executive shall cause substantialand irreparable harm to the Company to such an extent that monetary damages alone wouldbe an inadequate remedy therefor. Therefore, in the event that Executive violates anyprovision of this Section 7, the Company shall be entitled to an injunction, inaddition to all the other remedies it may have, restraining Executive from violating orcontinuing to violate such provision.  (e) Blue Pencil Doctrine. If the duration of, the scope of or any businessactivity covered by any provision of this Section 7 is in excess of what is valid andenforceable under applicable law, such provision shall be construed to cover only thatduration, scope or activity that is valid and enforceable. Executive herebyacknowledges that this Section 7 shall be given the construction which renders itsprovisions valid and enforceable to the maximum extent, not exceeding its expressterms, possible under applicable law.8. Patents, Copyrights and Related Matters. (a) Disclosure and Assignment. Executive shall immediately disclose to theCompany any and all improvements and inventions that Executive may conceive and/orreduce to practice individually or jointly or commonly with others while he is employedwith the Company with respect to (i) any methods, processes or apparatus concerned withthe development, use or production of any type of products, goods or services sold orused by the Company, and (ii) any type of products, goods or services sold or used bythe Company. Executive also shall immediately assign, transfer and set over to theCompany his entire right, title and interest in and to any and all of such inventionsas are specified in this Section 8(a), and in and to any and all applications forletters patent that may be filed on such inventions, and in and to any and all letterspatent that may issue, or be issued, upon such applications. In connection therewithand for no additional compensation therefor, but at no expense to Executive, Executiveshall sign any and all instruments deemed necessary by the Company for: (1) the filing and prosecution of any applications for letterspatent of the United States or of any foreign country that the Company maydesire to file upon such inventions as are specified in this Section 8(a);  (2) the filing and prosecution of any divisional, continuation,continuation-in-part or reissue applications that the Company may desire tofile upon such applications for letters patent; and
 

 
 (3) the reviving, re-examining or renewing of any of suchapplications for letters patent.   This Section 8(a) shall not apply to any invention for which no equipment, supplies,facilities, confidential, proprietary or secret knowledge or information, or othertrade secret information of the Company was used and that was developed entirely onExecutive’s own time, and (i) that does not relate (A) directly to the business ofthe Company, or (B) to the Company’s actual or demonstrably anticipated research ordevelopment, or (ii) that does not result from any work performed by Executive forthe Company.  (b) Copyrightable Material. All right, title and interest in allcopyrightable material that Executive shall conceive or originate individually orjointly or commonly with others, and that arise during the term of his employment withthe Company and out of the performance of his duties and responsibilities under thisAgreement, shall be the property of the Company and are hereby assigned by Executive tothe Company, along with ownership of any and all copyrights in the copyrightablematerial. Upon request and without further compensation therefor, but at no expense toExecutive, Executive shall execute any and all papers and perform all other actsnecessary to assist the Company to obtain and register copyrights on such materials inany and all countries. Where applicable, works of authorship created by Executive forthe Company in performing his duties and responsibilities hereunder shall be considered“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 Executive that arises during the term of his employment withthe Company and out of the performance of his duties and responsibilities hereunder orany related material or information shall be the property of the Company, and allrights therein are hereby assigned by Executive to the Company.9. Termination of Employment. (a) The Executive’s employment with the Company shall terminate immediately upon: (1) Executive’s receipt of written notice from the Company of thetermination of his employment, or expiration of the term of this Agreement asdescribed in Section 2;
 

 
 (2) Executive’s abandonment of his employment or his resignation,other than notice to the Company that he elects not to extend the term of thisAgreement;  (3) Executive’s Disability (as defined below);  (4) Executive’s death; or  (5) the expiration of the term of Executive’s employment with theCompany, following written notice by either party as specified in Section 2hereof. (b) At any time prior to the closing of the equity financing being undertaken bythe Company as of the Effective Date, the Company may terminate this Agreement if theBoard determines that the commencement of ethanol sale and manufacturing operationsconsistent with the Company’s intentions as set forth in its recently filedRegistration Statement on Form SB-2 has become implausible or is not reasonably likelyto occur on a basis consistent with prior disclosure made by the Company.  (c) The date upon which Executive’s termination of employment with the Companyoccurs shall be the “**Termination Date**.”10. Payments upon Termination of Employment. (a) If Executive’s employment with the Company is terminated by the Company for anyreason other than for Cause (as defined below), by Executive as a result of hisresignation for Good Reason (as defined below), or upon the expiration of the term ofExecutive’s employment with the Company following the delivery of written notice by theCompany as specified in Section 2 (except in cases where the Committee determines thatExecutive is not entitled to receive any material portion of the maximum annualperformance bonus for which Executive is eligible under Section 4(b) for the final yearof the term hereunder), then Executive shall receive the following severance pay andbenefits, subject to the requirements of Section 10(j) below: (1) The Company shall pay to Executive as severance pay an amountequal to (1) two times Executive’s annual base salary at the highest rate ofbase salary in effect at any time in the one-year period preceding theTermination Date, plus (2) (A) if the Termination Date occurs in connectionwith or after a Change in Control, two times the target annual operationalperformance bonus determined from such annual base salary pursuant to Section4(b), or (B) if the Termination Date does not occur inconnection with or after a Change in Control, one times the target annual
 

 
   operational performance bonus determined from such annual base salarypursuant to Section 4(b). Such severance pay shall be paid to Executive bythe Company in a lump sum as soon as reasonably practicable followingexpiration of all applicable rescission periods provided by law. (2) The Company shall continue to provide to Executive and hisdependents (as applicable) for a period of 24 consecutive months after theTermination Date, health, dental and life insurance benefits to the extent thatsuch benefits were in effect as of the Termination Date, but not less than thehealth, dental and life insurance benefits offered to other actively employedexecutive officers of the Company and their dependents. Benefit continuationunder this Section 10(a) shall be concurrent with any coverage under theCompany’s plans pursuant to COBRA or similar laws. In the event thatExecutive’s participation in such plans is not possible under any of theapplicable plans and laws as then in effect, the Company will purchase coveragecomparable to the coverage provided under the plans provided by the Company,and Executive will cooperate with the Company to obtain the most favorable ratefor comparable coverage for Executive.  (3) The Company shall pay to Executive a pro rata portion of anyannual incentive bonus that would have been payable to him pursuant to Section4(b) for the fiscal year in which the Termination Date occurs, as if Executivehad been in the employ of the Company for the full fiscal year based on actualCompany performance for such fiscal year. The pro rata payment shall be equalto the actual annual incentive bonus as described in the previous sentencemultiplied by a fraction, the numerator of which is the number of days ofExecutive’s employment in such fiscal year and the denominator of which is 365.Such payment shall be made in the same manner and at the same time that annualincentive bonus payments are made to current executive officers of the Company,but no earlier than the expiration of all applicable rescission periodsprovided by law.  (4) The Company shall provide to Executive all other applicablepost-termination benefits under benefit plans and programs then applicable toExecutive in accordance with the terms of such plans and programs, includingbut not limited to any Restricted Unit Agreement.   In addition, the Company shall be entitled to cease providing health, dental or lifeinsurance benefits to Executive after the Termination Date if Executive becomeseligible for group health, dental or life insurance coverage (as applicable) fromany other employer. For purposes of mitigation and reduction of the Company’sfinancial obligations to Executive under this Section 10(a), Executive shall
 

 
   promptly and fully disclose to the Company in writing the fact that he has becomeeligible for comparable group health, dental or life insurance coverage from anyother employer, and Executive shall be liable to repay any amounts to the Companythat should have been so mitigated or reduced but for Executive’s failure orunwillingness to make such disclosure.  (b) If Executive’s employment with the Company is terminated by reason ofExecutive’s abandonment of his employment or Executive’s resignation for any reasonother than Good Reason (as defined below), termination of Executive’s employment by theCompany pursuant to Section 9(b), termination of Executive’s employment by the Companyfor Cause (as defined below), the expiration of the term of Executive’s employment withthe Company following the delivery of written notice by Executive as specified inSection 2, or the expiration of the term of Executive’s employment with the Companyfollowing delivery of written notice by the Company as specified in Section 2 alongwith the written determination of the Committee that Executive is not entitled toreceive any material portion of the maximum annual performance bonus for whichExecutive is eligible under Section 4(b) for the final year of the term hereunder, theCompany shall pay to Executive or his beneficiary or his estate, as the case may be,his base salary through the Termination Date, and the Company shall provide toExecutive all applicable post-termination benefits under benefit plans and programsthen applicable to Executive in accordance with the terms of such plans and programs.  (c) If Executive’s employment with the Company is terminated by reason ofExecutive’s death or Disability (as defined below), subject to the requirements ofSection 10(j) below, the Company shall: (1) pay to Executive a pro rata portion of the target operationalperformance bonus that would have been payable to him pursuant to Section 4(b)for the fiscal year in which the Termination Date occurs. The pro rata paymentshall be equal to such target operational performance bonus multiplied by afraction, the numerator of which is the number of days of Executive’semployment in such fiscal year and the denominator of which is 365. Suchpayment shall be paid to Executive by the Company in a lump sum as soon asreasonably practicable following expiration of all applicable rescissionperiods provided by law; and  (2) provide to Executive all other applicable post-terminationbenefits under benefit plans and programs then applicable to Executive inaccordance with the terms of such plans and programs.
 

 
 (d) "**Cause**” hereunder shall mean: (1) an act or acts of dishonesty undertaken by Executive andintended to result in substantial gain or personal enrichment of Executive atthe expense of the Company;  (2) unlawful conduct or gross misconduct that is willful anddeliberate on Executive’s part and that, in either event, is materiallyinjurious to the Company;  (3) the conviction of Executive of, or his entry of a no contest or*nolo contendre*plea to, a felony;  (4) willful and deliberate breach by Executive of his fiduciaryobligations as an officer or director of the Company;  (5) a persistent failure by the Executive to perform the duties andresponsibilities of his employment hereunder, which failure is willful anddeliberate on the Executive’s part and is not remedied by him within 30 daysafter the Executive’s receipt of written notice from the Company of suchfailure; or  (6) material breach of any terms and conditions of this Agreementby Executive, which breach has not been cured by Executive within ten daysafter written notice thereof to Executive from the Company.   For the purposes of this Section 10(d), no act or failure to act on Executive’s partshall be considered “dishonest,” “willful” or “deliberate” unless done or omitted tobe done by Executive in bad faith and without reasonable belief that Executive’saction or omission was in the best interests of the Company. Any act, or failure toact, based upon authority given pursuant to a resolution duly adopted by the Boardof Directors of the Company shall be conclusively presumed to be done, or omitted tobe done, by Executive in good faith and in the best interests of the Company.  (e) Executive’s employment may not be terminated for Cause unless: (1) no fewer than 30 days prior to the Termination Date, theCompany provides Executive with written notice (the “**Notice of Consideration**”)of its intent to consider the termination of Executive’s employment for Cause,including a reasonably detailed description of the specific reasons which formthe basis for such consideration;
 

 
 (2) on a date not less than fourteen days after the date Executivereceives the Notice of Consideration, Executive shall have the opportunity toappear before the Board, with or without legal representation, at Executive’selection, to present arguments and evidence on his own behalf; and  (3) following the presentation to the Board, as provided in clause(ii) above or Executive’s failure to appear before the Board at a date and timespecified in the Notice of Consideration (which date shall not be less thanfourteen days after the date the Notice of Consideration is provided),Executive may be terminated for Cause if, but only if (A) the Board by theaffirmative vote of a majority of its members (excluding Executive as a memberof the Board) determines that Cause exists and that Executive’s employmentshould accordingly be terminated for Cause. The termination for Cause shallnot be based upon any reason or reasons other than one or more reasons setforth in the Notice of Consideration.   In the event of any dispute between the Company and Executive as to whether Causeexisted for termination of Executive’s employment, the applicable tribunal in anyarbitration or litigation shall not give any deference to the determination by theCompany of basis for such decision, but will itself determine *de novo*whether Causeexisted.  (f) "**Good Reason**” hereunder shall mean the occurrence of any one of the followingevents: (1) any material breach of any material terms and conditions ofthis Agreement by the Company not caused by Executive, which breach has notbeen cured by the Company within 30 days after receipt of written notice to theCompany from Executive specifying with reasonable detail the reasons thatExecutive believes a material breach has occurred, including any of thefollowing occurrences which shall be deemed to be a material breach by theCompany if not so cured: (A) failure to pay when due Executive’s base salaryor bonus in accordance with Sections 4(a) or 4(b);  (B) any material adverse change in Executive’sposition, title, or responsibilities; and  (C) any person, other than Executive, serves asChair of the Board, while such person is an employee of the Company;
 

 
 (2) any failure to nominate or elect Executive to serve as ChiefExecutive Officer of the Company and as a member of the Board while employedhereunder;  (3) the Company becomes a direct or indirect subsidiary of anyother business entity through direct or indirect ownership of more than fiftypercent (50%) of the voting securities of the Company by such business entity(a “**Parent**”), and Executive is not Chief Executive Officer, a member of theBoard of Directors, and most senior executive of, the Parent;  (4) the failure of the Company to assign this Agreement to asuccessor pursuant to Section 13(k), or failure of such successor to explicitlyassume and agree to be bound by this Agreement;  (5) requiring Executive to be principally based at any office orlocation more than 50 miles from Minneapolis, Minnesota (other than for normaltravel in connection with Executive’s performance of responsibilitieshereunder); or  (6) the occurrence of the first Change in Control (as definedbelow) to occur during the term of this Agreement, if Executive provides noticeof his intent to terminate his employment hereunder within 180 days after suchChange in Control and, if requested by the Company or its successor, Executiveremains employed with the Company or its successor for a transition period notto exceed 120 days following the Change in Control.   Good Reason shall not include any occurrence in this Section 10(f) of whichExecutive has consented in writing stating specifically that such occurrence shallnot constitute Good Reason for purposes of this Section 10(f) or of which Executivehad actual knowledge for at least three calendar months.  (g) "**Disability**” hereunder shall mean the inability of Executive to perform on afull-time basis the duties and responsibilities of his employment with the Company byreason of his illness or other physical or mental impairment or condition, asdetermined by a physician mutually acceptable to Executive and the Company, if suchinability continues for an uninterrupted period of 180 days or more during any 365-dayperiod. A period of inability shall be “uninterrupted” unless and until Executivereturns to full-time work for a continuous period of at least 30 days.  (h) "**Change in Control**” hereunder shall mean (and occur when):
 

 
 (1) The acquisition by any individual, entity or group (within themeaning of Exchange Act Sections 13(d)(3) or 14(d)(2)) of beneficial ownership(within the meaning of Exchange Act Rule 13d-3) of 30% or more of thethen-outstanding membership interests of the Company (the “**OutstandingUnits**”); provided, however, that the following acquisitions shall notconstitute a Change in Control: (A) any acquisition of voting securities of theCompany directly from the Company or by the Company or any of itswholly owned subsidiaries, unless Executive votes against such actionin his capacity as a member of the Board and terminates his employmentwith the Company in connection with consummation of any suchacquisition (including but not limited to a termination pursuant toSection 10(f)(6) above),  (B) any acquisition of voting securities of theCompany by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any of its subsidiaries, or  (C) any acquisition by any entity with respect towhich, immediately following such acquisition, more than 70% of,respectively, the then-outstanding shares of voting securities of suchentity is then beneficially owned, directly or indirectly, by all orsubstantially all of the individuals and entities who were thebeneficial owners, respectively, of the Outstanding Units immediatelybefore such acquisition in substantially the same proportions as wastheir ownership, immediately before such acquisition, of theOutstanding Units; (2) Individuals who, as of the Effective Date, constitute the Board(the “**Incumbent Board**”) cease for any reason to constitute at least a majorityof the Board; provided, however, that any individual becoming a director of theBoard after the Effective Date whose election, or nomination for election bythe Company’s shareholders, was approved by a vote of at least a majority ofthe directors then comprising the Incumbent Board shall be considered a memberof the Incumbent Board, but excluding, for this purpose, any such individualwhose initial assumption of office occurs as a result of an actual orthreatened election contest  (3) Consummation of a reorganization, merger, consolidation orstatutory exchange of Outstanding Units, unless immediately following suchreorganization, merger, consolidation or exchange, all or substantially all ofthe individuals and entities who were the beneficial owners of the
 

 
   outstandingUnits immediately before such reorganization, merger,consolidation or exchange beneficially own, directly or indirectly, morethan 70% of the then-outstanding voting securities entitled to votegenerally in the election of directors, as the case may be, of the entityresulting from such reorganization, merger, consolidation or exchange insubstantially the same proportions as was their ownership, immediatelybefore such reorganization, merger, consolidation or exchange, of theOutstanding Units;  (4) Consummation of a sale or other disposition of all orsubstantially all of the assets of the Company, other than to an entity withrespect to which, immediately following such sale or other disposition, morethan 70% of, respectively, the then-outstanding voting securities of suchentity is then beneficially owned, directly or indirectly, by all orsubstantially all of the individuals and entities who were the beneficialowners of the Outstanding Units immediately before such sale or otherdisposition in substantially the same proportion as was their ownership,immediately before such sale or other disposition; or  (5) Approval by the shareholders of the Company of a completeliquidation or dissolution of the Company.   Notwithstanding the above, a Change in Control will not be deemed to occur if theacquisition of the 30% or greater interest referred to in clause (1) is by a group,acting in concert, that includes Executive or if at least 30% of thethen-outstanding voting securities of the surviving entity or of any entityacquiring all or substantially all of the assets of the Company shall bebeneficially owned, directly or indirectly, immediately after a reorganization,merger, consolidation, statutory share exchange or disposition of assets referred toin paragraphs (3) or (4) by a group, acting in concert, that includes Executive.  (i) In the event of termination of Executive’s employment, the sole obligations ofthe Company shall be its obligation to make the payments called for by Section 10(a),10(b) or 10(c) hereof, as the case may be, and the Company shall have no otherobligation to Executive or to his beneficiary or his estate, except as otherwiseprovided, by law, under the terms of this Agreement or any other applicable agreementbetween Executive and the Company, under the terms of any employee benefit plans orprograms then maintained by the Company in which Executive participates, or to providecontinued indemnification or advancement of expenses under the Company’s operatingagreement, applicable law, or any indemnification agreement with Executive.
 

 
 (j) Notwithstanding the foregoing provisions of this Section 10, the Company shallnot be obligated to make any payments to Executive under Section 10(a), 10(b), or 10(c)hereof unless Executive shall have signed a release of claims in favor of the Companysubstantially in the form attached as Exhibit A (with such modifications oradditional specifics as may be warranted by changes in applicable law), all applicableconsideration periods and rescission periods provided by law shall have expired andExecutive is in strict compliance with the terms of this Agreement as of the dates ofthe payments.11. Return of Records and Property. Upon termination of his employment with the Company,Executive shall promptly deliver to the Company any and all Company records and any and allCompany property in his possession or under his control, including without limitation manuals,books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts,computer disks, computer tapes, source codes, data, tables or calculations and all copiesthereof, documents that in whole or in part contain any trade secrets or confidential,proprietary or other secret information of the Company and all copies thereof, and keys,access cards, access codes, passwords, credit cards, personal computers, telephones and otherelectronic equipment belonging to the Company. 12. Remedies. Executive acknowledges that it would be difficult to fully compensate theCompany for monetary damages resulting from any breach by him of the provisions of Sections 5,7 and 8 hereof. Accordingly, in the event of any actual or threatened breach of any suchprovisions, the Company shall, in addition to any other remedies it may have, be entitled toinjunctive and other equitable relief to enforce such provisions, and such relief may begranted without the necessity of proving actual monetary damages. 13. Miscellaneous. (a) Tax Matters. Executive acknowledges that the Company shall deduct fromany compensation payable to Executive or payable on his behalf under this Agreement allapplicable federal, state, and local income and employment taxes and other taxes andwithholdings required by law.  (b) Company Approvals. The Company represents and warrants to Executivethat it (and to the extent required, the Board, and the Committee) has taken allcorporate action necessary to authorize this Agreement.  (c) No Mitigation. In no event shall Executive be obligated to seek otheremployment or take any other action to mitigate the amounts payable to Executive underany of the provisions of this Agreement, nor shall the amount of any payment hereunderbe reduced by any compensation earned as a result of
 

 
   Executive’s employment byanother employer, except that any continued welfare benefits may be reduced asprovided for by Section 10(a).  (d) Beneficiary. If Executive dies before receiving all of the amountspayable to him in accordance with the terms and conditions of this Agreement, suchamounts shall be paid to the beneficiary (“**Beneficiary**”) designated by Executive inwriting to the Company during his lifetime, or if no such Beneficiary is designated, toExecutive’s estate. Executive may change his designation of Beneficiary orBeneficiaries at any time or from time to time without the consent of any priorBeneficiary, by submitting to the Company in writing a new designation of Beneficiary.  (e) Governing Law. All matters relating to the interpretation,construction, application, validity and enforcement of this Agreement shall be governedby the laws of the State of Minnesota without giving effect to any choice or conflictof law provision or rule, whether of the State of Minnesota or any other jurisdiction,that would cause the application of laws of any jurisdiction other than the State ofMinnesota.  (f) Arbitration. Executive and Company agree to submit any and alldisputes concerning the terms of this Agreement or any other terms and conditions ofExecutive’s employment, with the exception of an action for injunctive relief underSections 5, 7 or 8 of this Agreement, to final and binding arbitration. Thearbitration will be conducted in Minneapolis, Minnesota in accordance with theprocedural rules of the American Arbitration Association. The arbitrator may order anylegal and equitable remedies, including backpay and/or reimbursement, but will have noauthority to alter, modify or amend the terms of this Agreement or to award punitivedamages.  (g) Jurisdiction; Venue. Executive and the Company consent to jurisdictionof the courts of the State of Minnesota and/or the federal district courts, District ofMinnesota, for the purpose of enforcing the decision of an arbitrator in connectionwith the resolution of any dispute under this Agreement.. In connection therewith,each party consents to personal jurisdiction over such party in the state and/orfederal courts of Minnesota and to venue for the purpose of such decisions in HennepinCounty, State of Minnesota, and hereby waives any defense of lack of personaljurisdiction or *forum non conveniens*.  (h) Entire Agreement. This Agreement, together with the exhibits, containsthe entire agreement of the parties relating to the subject matter of this Agreementand supersedes all prior agreements and understandings with respect to such subjectmatter (other than the Project Development Fee Agreement), and the parties
 

 
   heretohave made no agreements, representations or warranties relating to the subjectmatter of this Agreement that are not set forth herein (other than the ProjectDevelopment Fee Agreement).  (i) Amendments. No amendment or modification of this Agreement shall bedeemed effective unless made in writing and signed by the parties hereto.  (j) No Waiver. No term or condition of this Agreement shall be deemed tohave been waived, except by a statement in writing signed by the party against whomenforcement of the waiver is sought. Any written waiver shall not be deemed acontinuing waiver unless specifically stated, shall operate only as to the specificterm or condition waived and shall not constitute a waiver of such term or conditionfor the future or as to any act other than that specifically waived.  (k) Assignment. This Agreement shall not be assignable, in whole or inparty, by either party without the written consent of the other party, except that theCompany may, without the written consent of Executive, assign its rights andobligations under this Agreement to any corporation or other business entity (i) withwhich the Company may merge or consolidate, (ii) to which the Company may sell ortransfer all or substantially all of its assets or membership interests, or (iii) ofwhich 50% or more of the voting control is owned, directly or indirectly, by theCompany. No such assignment without the written consent of Executive shall dischargethe Company from liability hereunder, and such assignee jointly and severally with theCompany shall thereafter be deemed to be the “Company” for purposes of all terms andconditions of this Agreement, including this Section 13.  (l) Separate Representation. Executive hereby acknowledges that he hassought and received independent advice from counsel of Executive’s own selection inconnection with this Agreement and has not relied to any extent on any director,officer, or stockholder of, or counsel to, the Company in deciding to enter into thisAgreement. The Company shall promptly reimburse Executive for reasonable attorneys’fees and costs incurred by Executive in obtaining legal advice in connection with thenegotiation and execution of this Agreement and the restricted unit agreementcontemplated by Section 4(c) hereof, upon receipt by the Company of appropriatedocumentation of such fees and costs.  (m) Notices. Any notice hereunder shall be in writing and shall be deemedto have been duly given if delivered by hand, sent by reliable next-day courier, orsent by registered or certified mail, return receipt requested, postage prepaid, to theparty to receive such notice addressed as follows:    If to the Company:
 

 
Advanced BioEnergy, LLC