**EXHIBIT 10.13**

**THIS CONTRACT** ismade effective on the latest date of signature below, (the “Effective Date”), byand 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 independentfor profit, entity created to provide general business, financial and marketing development and planning assistanceto new and existing business ventures.

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

**C.** Client has an interest in retaining LLC to providecertain 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 withthe above premises and in consideration of covenants and agreements set forthherein, the parties agree as follows:

**Section 1. Purposeand Intent. LLC**agrees to provide consultation and assistance to LLC at the direction of theBoard of Directors. Assistance will include contract negotiations with possiblevendors, assistance in negotiating a lead lender, and duties as assigned.

**Section 2. Scope of Services.** The professionalservices 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 notbe required to perform or assist in any function that may, in LLCdetermination, cause LLC to be in violation of applicable state or federal securitieslaws.

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

·                  LLC cannot guaranteeany particular result due to the Client’s ultimate control of their company and staff.

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

·                  LLCwill consult with Client asnecessary to ensure timely, effective and efficient completion of services.

**SCOPE OF SERVICES**

Assist with financial closewith chosen lender; assist in gathering and supplying information as needed andcompleting requirements for the possible guarantees that may be put in place.(USDA Energy and VAPG grant applications will be completed under previouscontracts)

Assist in negotiatingdesign/build with REG, including possible capital contribution, monitoringprogress on permitting

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Monitoring Foundation on dirt work and lotpreparation

MonitoringSEC requirements on quarterly reporting and disclosures- including tax filings

Monitorutilities and waste-water issues completion

CompletingIllinois DCEO grant requirements- Project Labor Agreement etc

Coordinatingactivities between legal, board, other parties, lender and REG

Monitorconstruction schedule actual versus projected

Monitorconstruction budget- attend weekly construction meetings

Facilitatecommunication between all parties and Blackhawk board

On-siteas needed- up to two days a week as project progresses.

Ifboard chooses to build office building- assist in getting bids, and monitoring,coordinate between REG/Weitz and board

Actas outside third party review of policies with financial evaluation of possiblechoices and consequences

Other duties as assigned

**Section 3. Term.** The term of theparties’ engagement will commence on or after the Effective Date and will continue until 8/15/07. Thiscontract 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 topay LLC for the Scope of Services as follows:

(a)$5,000 at the time of execution of this contract.

(b)$5,000 upon breaking escrow.

©$ 15,000 on 8/15/07.

(d) Invoice(s) will besent 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 paymentsfrom Client to LLC in connection with the Services. LLC shall be solelyresponsible for the payment of employees or independent contractors utilized inproviding any Service.

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

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

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

**Section 7. Compliance with Laws and Regulations. The LLCand the Client, by their signatures****affixedbelow, assure that each contracting party is operating in compliance with allapplicable federal,****state and local statues, rules andregulations.**Notwithstanding anything herein to the contrary, in the event LLC or Client, inconsultation with legal counsel, develop a good faith concern that any activityof the partiesis in violation of any applicable federal, state or local law or anyregulation, order or policy issued under any such law, such party shall immediately notifythe other party in writing of such concern, the specific activities giving rise to such concernand the reasons for such concern. If an agreement on a method for resolving suchconcern is not reached within five (5) business days of such written notice,the activities

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describedin the notice will cease or be appropriately modified until the concern isresolved. If the concern is not resolved within thirty (30) days of the notice, theparties’ engagement will immediately terminate.

**Section 8. No Agency.**The parties understandand agree that each is an independent contractor engaged in the operation of itsown respective business; that neither party shall be considered to be the agentof the otherparty for any purpose whatsoever; and that neither has any general authority toenter into any contract, assume any obligations or make any warranties orrepresentations on behalf of the other.

**Section 9. Confidential Information.**Information notgenerally known by the public regarding Client’s business shall be treated as “confidential information” to theextent permitted by law. Any confidentialinformation given to LLC by Client is provided only for the purposes ofassisting LLC in the performance ofthe Services. Unless LLC has the prior written consent of Client, LLC shall notdisclose any confidentialinformation to any third party, except as necessary in the performance of theServices.

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

**Section 11. General Indemnification.**Each party hereby agrees to indemnify, defend and hold harmless the other partywith respect to any third-party claims, demands or causes of action arisingfrom this contract to the extent that the indemnifying party’s negligent orwrongful acts or omissions give rise to said third-party claims, demands oractions. Indemnification hereunder shall cover, but is not limited to, allliability, loss, damage, costs, expenses and reasonable attorney fees incidentto any of the foregoing.

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

**Section 13. Logos, Copyrights and Trademarks.**Clientis responsible for verifying that any and all creative work produced by LLC canlegally be used.

**Notices.**

All notices or othercommunications to be given under this Memorandum shall be deemed given whenmade in writing and either personally delivered, delivered via facsimile ormailed by certified mail, return receipt requested, postage prepaid, withproper address to the following addresses and/or facsimile numbers (unless suchaddress or facsimile number is changed by appropriate notice):
| If to LLC: | Ebenezer Mgmt, LLC     |           |
|------------|------------------------|----------------|
|       | 2516 380th Street |           |
|       | Dayton, IA 50530       | 1-515-838-2788 |

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| 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 toexecute this Memorandum and perform in accordance with its terms. Each partyacknowledges that it intends to be contractually bound by the terms of thisMemorandum.

**Section 15. Governing Law.**This Memorandum shall be governed by and construed in accordance with thelaws of the State of Iowa.

**Section 16. Headings.**The headings of this Memorandum are inserted for convenience of referenceonly 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 Clientand supersedes all prior understandings, agreements or arrangements between theparties with respect to the Services. Any modification of this Contract, oradditional 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 deemedan original, but which together shall be one and the same instrument.

**IN WITNESS WHEREOF,**theparties have caused this Contract to be executed by their respective authorizedrepresentatives.
| **Ebenezer Mgmt, LLC**     | **Client: Blackhawk Biofuels, LLC** |
|----------------------------|-------------------------------------|
| **Signature:**             | **/s/  Brad Oeltjenbruns**          | ** ** | **Signature:** | **/s/ Ronald Mapes** | ** ** |
| **By:**                    | **Brad  Oeltjenbruns**              | ** ** | **By: Ron Mapes** |
| **Title:**                 | **Manager**                         | ** ** | **Title: Chairman** |
| **Phone:  1-515-547-2251** | **Phone: 1-815- 235-2461**          |
| **Dated:**                 | **Dated:  2-15-2007**          |
|                            |                                     |  |  |  |  |  |  |  |  |

 

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