Exhibit 10.5


 


THIS CONTRACT is made effective on the latest date of
signature below, (the “Effective Date”), by
and between:


Ebenezer
Mgmt, LLC (“LLC”)


2516 380th Street


Dayton, IA 50530


And:


Blackhawk Biofuels, LLC (“Client”)


22 South Chicago Ave


Freeport, IL 61032


 


Premises


 


A. LLC is an independent for profit, entity created to provide general
business, financial and marketing development and planning assistance to new
and existing business ventures.


B. Client is an Delaware LLC formed to build and operate a biodiesel
production facility for its ownership.


C. Client has an interest in retaining LLC to provide certain planning
and support assistance. LLC has agreed to provide such services, subject to the
terms and conditions included below.


 


TERMS AND CONDITIONS


 


NOW, THEREFORE, consistent with the above premises and in
consideration of covenants and agreements set forth herein, the parties agree
as follows:


 


Section 1. Purpose and Intent. LLC agrees to provide consultation and
assistance to LLC at the direction of the Board of Directors. Assistance will
include contract negotiations with possible vendors, assistance in negotiating
a lead lender, and duties as assigned.


 


Section 2. Scope of Services. The professional services that LLC will
provide to Client are as set forth below (collectively, the “Services”).
Notwithstanding anything herein to the contrary, LLC is not permitted and will
not be required to perform or assist in any function that may, in LLC
determination, cause LLC to be in violation of applicable state or federal
securities laws.


•                  LLC shall devote its best efforts and all
time necessary to perform the agreed Services; however, LLC has no
obligation to work exclusively for Client or to work any particular hours or
days or any particular number of hours or days in providing Services to Client.


•                  LLC cannot guarantee any particular result
due to the Client’s ultimate control of their company and staff.


•                  Client is expected to cooperate fully and
candidly with LLC and provide all information now or hereafter known by or
available to Client which may aid LLC in providing assistance.


•                  LLC will consult with Client as necessary to
ensure timely, effective and efficient completion of services.


 


SCOPE OF SERVICES


1.               Assistance with vendor negotiations.


2.               Assistance with SEC filing.


3.               Assistance with obtaining a lead lender and
financial closing.


4.               Assistance with the equity drive.


5.               Duties as assigned.


 

















 


Section 3. Term. The term of the parties’ engagement will
commence on or after the Effective Date and will continue until items listed in
the scope of services are completed to Clients satisfaction, with the intention
that services will be terminated when equity drive is completed and financing
package is approved. This contract can be terminated upon fourteen (14) days
written notice of termination delivered by one party to the other.


 


Section 4. Payment
for Services. Client agrees to pay LLC for the Scope of Services
as follows:


(a) $10,000 at the time of execution of this contract


(b) $10,000 upon approval by the SEC of proposed securities
offering.


(c) $5,000 upon commencement of equity drive.


(d) $10,000 when financial package has received approval by Client
and lead lender.


(d) Invoice(s) will be sent as needed and are due and payable
within thirty (30) days of their date. Except as provided in Section 5 below, these payments will be the only
payments from Client to LLC in connection with the Services. LLC shall be
solely responsible for the payment of employees or independent contractors
utilized in providing any Service.


(f) Additional compensation shall take the form of Blackhawk
Biofuels, LLC stock in the amount of $25,000, to be transferred to LLC at the
time construction begins.


(g) LLC to also receive additional compensation in the amount of
1% of any grant funds received by Client, in excess of possible funds received
from the USDA VAPG and Energy grant programs.


 


Section 5. Expenses. Client shall reimburse LLC for all
reasonable and ordinary expenses incurred by LLC in the performance of the
Services, including but not limited to reimbursement for automobile mileage at
current IRS rate.


 


Section 6. Survival
of Termination. The provisions of this Memorandum relating to
indemnification from one party to the other party will survive any termination
or expiration of the parties’ engagement. In addition, any provisions of this
Memorandum regarding payment for Services will survive termination or
expiration of the parties’ engagement.


 


Section 7. Compliance with Laws and
Regulations. The LLC and the Client, by their signatures affixed below,
assure that each contracting party is operating in compliance with all
applicable federal, state and local statues, rules and regulations. Notwithstanding anything herein to the
contrary, in the event LLC or Client, in consultation with legal counsel,
develop a good faith concern that any activity of the parties is in violation
of any applicable federal, state or local law or any regulation, order or
policy issued under any such law, such party shall immediately notify the other
party in writing of such concern, the specific activities giving rise to such
concern and the reasons for such concern. If an agreement on a method for
resolving such concern is not reached within five (5) business days of
such written notice, the activities described in the notice will cease or be
appropriately modified until the concern is resolved. If the concern is not
resolved within thirty (30) days of the notice, the parties’ engagement will
immediately terminate.


 


Section 8. No Agency.  The parties understand and agree that each is
an independent contractor engaged in the operation of its own respective
business; that neither party shall be considered to be the agent of the other
party for any purpose whatsoever; and that neither has any general authority to
enter into any contract, assume any obligations or make any warranties or
representations on behalf of the other.


 

















 


Section 9. Confidential Information.  Information not generally known by the public
regarding Client’s business shall be treated as “confidential information” to
the extent permitted by law. Any confidential information given to LLC by
Client is provided only for the purposes of assisting LLC in the performance of
the Services. Unless LLC has the prior written consent of Client, LLC shall not
disclose any confidential information to any third party, except as necessary
in the performance of the Services.


 


Section 10. Securities Indemnification.  Client represents and warrants that any
securities offered in connection with any Equity Drive will be offered in
strict compliance with state and federal securities registration and reporting
requirements or in strict compliance with available exemptions from such
requirements. Client hereby agrees to indemnify, defend and hold LLC harmless
from and against any and all causes of action, lawsuits, claims, demands or
penalties of any nature whatsoever (including the costs, expenses and
reasonable attorneys fees on account thereof) that may be made by any
person or entity for liabilities, losses, costs, expenses, damages or injuries
of any kind arising from or in consequence of a defect in Client’s securities
offering or offering materials.


 


Section 11. General Indemnification.  Each party hereby agrees to indemnify, defend
and hold harmless the other party with respect to any third-party claims,
demands or causes of action arising from this contract to the extent that the
indemnifying party’s negligent or wrongful acts or omissions give rise to said
third-party claims, demands or actions. Indemnification hereunder shall cover,
but is not limited to, all liability, loss, damage, costs, expenses and
reasonable attorney fees incident to any of the foregoing.


 


Section 12. Limitation of Liability.  In no event shall one party be liable to the
other party for lost revenues, lost profits or other incidental or
consequential damages.


 


Section 13. Logos, Copyrights and Trademarks.
Client is responsible
for verifying that any and all creative work produced by LLC can legally be
used.


 


Notices.


All notices or other communications to be given under this Memorandum
shall be deemed given when made in writing and either personally delivered,
delivered via facsimile or mailed by certified mail, return receipt requested,
postage prepaid, with proper address to the following addresses and/or
facsimile numbers (unless such address or facsimile number is changed by
appropriate notice):


 


	
  If
  to LLC:

  	
  Ebenezer
  Mgmt, LLC

  	
   

  
	
   

  	
  2516
  380th Street

  	
   

  
	
   

  	
  Dayton,
  IA 50530

  	
  1-515-838-2788

  
	
   

  	
   

  	
   

  
	
  If
  to Client:

  	
  Blackhawk
  Biofuels, LLC

  	
   

  
	
   

  	
  22
  South Chicago Ave

  	
   

  
	
   

  	
  Freeport
  IL 61032

  	
  1-815-235-4727

  



 


Section 14. Representations.  Each party represents and warrants that it
has the requisite authority to execute this Memorandum and perform in
accordance with its terms. Each party acknowledges that it intends to be
contractually bound by the terms of this Memorandum.


 


Section 15. Governing Law.  This Memorandum shall be governed by and
construed in accordance


 

















 


with the laws of the State of Iowa.


 


Section 16. Headings.  The headings of this Memorandum are inserted
for convenience of reference only and in no way describe or limit the scope or
intent of the parties’ agreement.


 


Section 17. Entire Agreement.  This Memorandum constitutes the entire
agreement between LLC and Client and supersedes all prior understandings,
agreements or arrangements between the parties with respect to the Services.
Any modification of this Contract, or additional obligation assumed by either
party in connection with the Services, must be mutually acceptable and in
writing.


 


Section 18. Counterparts.  This Memorandum may be executed in
counterparts, each of which shall be deemed an original, but which together
shall be one and the same instrument.


 


IN WITNESS
WHEREOF, the parties
have caused this Contract to be executed by their respective authorized
representatives.


 


	
   

  	
  Ebenezer Mgmt, LLC

  	
  Client: Blackhawk Biofuels, LLC

  
	
   

  	
  Signature:

  	
  /s/ Brad Oeltjenbruns

  	
   

  	
  Signature:

  	
  /s/ Ronald L. Mapes

  	
   

  
	
   

  	
  By:

  	
  Brad Oeltjenbruns

  	
   

  	
  By: Ron Mapes

  
	
   

  	
  Title:

  	
  Manager

  	
   

  	
  Title: Chairman

  
	
   

  	
  Phone: 1-515-547-2251

  	
  Phone: 1-815- 235-2461

  
	
   

  	
  Dated:  5/10/06

  	
  Dated:  5/10/06