**EXHIBIT10.20**

 

**THIS CONTRACT**is made effective on thelatest date of signature below, (the **“EffectiveDate”),**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 forprofit, entity created to provide general business, financial and marketingdevelopment and planning assistance to new and existing business ventures.

 

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

 

**C.** Client has an interest in retaining LLC to providecertain support assistance. LLC has agreed to provide such services, subject tothe terms and conditions included below.

 

**TERMS AND CONDITIONS**

 

**NOW, THEREFORE,**consistent with the abovepremises and in consideration of covenants and agreements set forth herein, theparties agree as follows:

 

**Section 1. Purpose and Intent. LLC** agrees to actas project manager with duties as assigned.

 

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

 

·                  LLC shall devote its bestefforts and all time necessary to perform the agreed Services; however, LLC hasno obligation to work exclusively for Client or to work any particular hours ordays or any particular number of hours or days in providing Services to Client.

 

·                  LLC cannot guarantee anyparticular result due to the Client’s ultimate control of their company andstaff.

 

·                  Client is expected tocooperate fully and candidly with LLC and provide all information now orhereafter known by or available to Client which may aid LLC in providingassistance.

 

·                  LLC will consult with Clientas necessary to ensure timely, effective and efficient completion of services.

 

**SCOPE OF SERVICES**

 

1.  Assist Client in an as neededbasis, performing functions as determined by the board, including businessmanagement, assisting with financial discussions with lead lender, oversightand discussions with REG, and any other parties as determined. LLC will supplya weekly total of estimated hours of service.

 

**Section 3. Term.** The term ofthe parties’ engagement will commence on 4/1/08 and will continue on a weeklybasis. This contract can be terminated upon fourteen (14) days written noticeof termination delivered by one party to the other.

 

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**Section 4.****Payment for Services.** Client agrees topay LLC for the Scope of Services as follows:

 

(a)  $1,000 weekly.

 

(d) Invoice(s) will be sent as needed and are due and payablewithin 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.

 

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

 

**Section 6.****Survival of Termination.** The provisionsof this Memorandum relating to indemnification from one party to the otherparty will survive any termination or expiration of the parties’ engagement. Inaddition, any provisions of this Memorandum regarding payment for Services willsurvive termination or expiration of the parties’ engagement.

 

**Section 7. Compliance with Laws andRegulations. The LLC and the Client, by their signatures affixed below,assure that each contracting party is operating in compliance with allapplicable federal, state and local statues, rules and regulations.**Notwithstandinganything herein to the contrary, in the event LLC or Client, in consultationwith legal counsel, develop a good faith concern that any activity of theparties is in violation of any applicable federal, state or local law or anyregulation, order or policy issued under any such law, such party shallimmediately notify the other party in writing of such concern, the specificactivities giving rise to such concern and the reasons for such concern. If anagreement on a method for resolving such concern is not reached within five (5) businessdays of such written notice, the activities described in the notice will ceaseor be appropriately modified until the concern is resolved. If the concern isnot resolved within thirty (30) days of the notice, the parties’ engagementwill immediately terminate.

 

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

 

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

 

**Section 10. Securities Indemnification.**Clientrepresents and warrants that any securities offered in connection with anyEquity Drive will be offered in strict compliance with state and federalsecurities registration and reporting requirements or in strict compliance withavailable 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 thecosts, expenses and reasonable attorneys fees on account thereof) that may bemade by any person or entity for liabilities, losses, costs, 

 

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expenses, damages or injuries of any kind arising from or inconsequence of a defect in Client’s securities offering or offering materials.

 

**Section 11. General Indemnification.**Each partyhereby agrees to indemnify, defend and hold harmless the other party withrespect to any third-party claims, demands or causes of action arising fromthis contract to the extent that the indemnifying party’s negligent or wrongfulacts 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 ofthe foregoing.

 

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

 

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

 

**Notices.**

 

All notices or other communications to be given under this Memorandumshall 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/orfacsimile numbers (unless such address or facsimile number is changed byappropriate 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       | 1-815-233-     |

 

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

 

**Section 15. Governing Law.**This Memorandumshall be governed by and construed in accordance with the laws of the State ofIowa.

 

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

 

**Section 17. Entire Agreement.**This Memorandumconstitutes the entire agreement between LLC and Client and supersedes allprior understandings, agreements or arrangements between the parties withrespect to the Services. Any modification of this Contract, or additionalobligation assumed by either party in connection with the Services, must bemutually acceptable and in writing.

 

**Section 18. Counterparts.**This Memorandummay be executed in counterparts, each of which shall be deemed an original, butwhich together shall be one and the same instrument.

 

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**IN WITNESSWHEREOF,**the parties have caused this Contract to be executedby their respective authorized representatives.

 
| **Ebenezer Mgmt, LLC**        |                      | **Client: Blackhawk Biofuels, LLC** |
|-------------------------------|---------------------------|-------------------------------------|
| **Signature:**                | **/S/ Brad Oeltjenbruns** |                                | **Signature:** | **/S/ Ronald L. Mapes** |
| **By: Brad Oeltjenbruns**     |                      | **By: Ronald L. Mapes**             |
| **Title: Manager**            |                      | **Title: Chair**                    |
| **Phone: 1-515-547-2251**     |                      | **Phone: 815 235-2461**             |
| **Dated:  4/22/08** |                      | **Dated: 4/22/08**                  |
|                               |                           |                                     |  |  |

 

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