**Exhibit 10.1**

**Co-ProcessingAgreement**
| Company  |   | Nathaniel Energy Corporation                |   | Phone Number |   | 303-690-8300                  |
|----------|--------|---------------------------------------------|--------|--------------|--------|-------------------------------|
| Address  |   | 8001 South InterPort  Blvd., Suite 260 |   | Fax Number   |   | 303-539-0741                  |
| City     |   | Englewood                                   |   | E-Mail       |   | gcretecos@nathanielenergy.com |
| State    |   | Colorado                                    |   | Main Contact |   | George A. Cretecos            |
| Zip Code |   | 80112                                       |   | Mail Address |   | Same as Address               |
| Country  |   | USA                                         |   |         |   |                          |

 

Energis LLC   6211 Ann Arbor Road, Dundee,Michigan 48131, Phone Number 734-529-4419, Fax Number 734-529-4823

This Agreement made this30th day of September, 2005, is between **Nathaniel EnergyCorporation** (“Company”)  and **Energis LLC** (“Energis”) and it specifies the terms and conditions pursuant to which  Company will provide tire chips (“Material”)to Holcim (US) Inc.’s cement manufacturing facility located in *Midlothian, Texas (“Facility”).*The attached Terms andConditions are incorporated and are expressly made a part of this Agreement.

**1.   Term**

This Agreement shallcommence as of the date first written above and shall have a term of three (3) years(the “Initial Term”). Unless either party gives ninety (90) days advancewritten notice of its intent to not to extend this Agreement, the Agreementshall automatically renew at the end of the Initial  Term or any subsequentrenewal term for a period of one (1) year each, provided that the totalnumber of such one (1) year renewal terms shall not exceed three (3), withthe last such term ending no later than September 30, 2012. The InitialTerm and the subsequent renewal terms are referred to as the “Contract Term”.

**2.   Base Pricing**

For each short ton of Material received at the Facility in accordance with this Agreement,Energis shall compensate Company Twenty-Five Dollars ($25.00) per short ton.

The parties agree toreview the base pricing for a period of sixty (60) days after the end of Year 2of the Initial Term (“Price Re-Opener Period”) Company and Energis agree to negotiate in good faith during the PriceRe-opener Period over a mutually agreeable price for the Material describedherein that will then be applied to Year 3 of the Initial Term and anysubsequent renewal terms. After the end of the Price Re-Opener Period, if theCompany and Energis cannot come to a mutually agreeable price, then the Company shall have the right to continue toprovide Material at the base price listed above or to terminate the Agreementin accordance with the terms of paragraph 1 of the attached terms andconditions.

**3.   Disposal Fee/Taxes**

Any applicable state orfederal disposal fees or taxes relating to the Material will be the responsibilityof Energis.

**4.   Specifications(the Material must meet all of the following specifications):**

Specifications attached as Exhibit A.

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Material that meets all ofthe above specifications, will be considered “Conforming Material”. Materialwill be considered “Non-Conforming Material” if it fails to meet any one of thespecifications.  

**5.   Supply Schedule**

Company will deliver up to One Thousand Five Hundred(1,500) short tons of  ConformingMaterial per month, to a storage location designated by the Facility, andEnergis hereby agrees to purchase such minimum quantity of Material.

Scheduling for shipmentsof Material under this Agreement will be coordinated through the SiteOperations Manager at the Facility. The Site Operations Manager at the Facilitycan be contacted at (972) 225-1044.

**6.   Invoice: **

Company will invoiceEnergis monthly for Conforming Material delivered to the Facility. The invoiceshall itemize the tonnage of Material the Facility received from Company in theprior calendar month. Energis shall pay the invoiced amount to Company withinthirty (30) days of receipt of Company’s invoice. Energis shall pay a late feeof 1 1⁄2 percent per month or the maximum rate permitted by law, whichever isless, on any amounts not paid within sixty (60) days of the date due.

**7.   Demurrage:**

Due to the extensiveanalytical requirements for certain fuels and/or alternate raw materials,Energis or the applicable Facility may require an unloading time of three hours.If the unloading time exceeds 24 hours, Energis shall reimburse Company for alladditional transport costs which Company incurs as a result thereof, whichshall be paid to Company, or as directed by Company, upon demand. Energisassumes no responsibility for transportation demurrage for Non-Conforming Materialor the time required for resolving analytical or manifest discrepancies, suchcosts will be the sole responsibility of Company.

**8.   Special Instructions: **

Company is allowed to store up to 2,000 short tons ofMaterial at a designated site location at the Facility  at no additional cost..

| Company:     | /s/ George A. Cretecos    |   | Date: | 11/9/05  |   | Date of Agreement:     | September 30, 2005 |
|--------------|---------------------------|--------|-------|----------|--------|------------------------|-------------------------|
| Energis LLC: | /s/ illegible - President |   | Date: | 11/28/05 |   | Effective Service Date |                    |

 

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**SPECIFICATIONSEXHIBIT A**

**TheMaterial shall meet the following criteria:**

**Material  must be no larger than 2” - 2 1⁄2” minus in alldirections and it must be free from any lose wire or any other material thatdoes not meet the above specification. Material shall have as much wire removedaround the edges as practically possible. The material must be mostly dirt ormud free.**

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**Terms and Conditions for Nathaniel Energy Corporation**

1.**   TERMINATION.**   Unless a party is in materialbreach of this Agreement, during  theInitial Term neither Energis nor Company may terminate this Agreement. If aparty is in material breach, the other party may terminate by giving thirty(30) days advance written notice to the other party by personal in-handdelivery or by certified mail return receipt requested to the address writtenabove.   After the Initial Term, eitherparty may terminate this Agreement by giving ninety (90) days advance writtennotice to the other party by personal in-hand delivery or by certified mailreturn receipt requested to the address written above. Nothwithstandinganything to the contrary in this Paragraph 1, if Energis and Company cannotcome to a mutually agreed upon price for the Material at the end of the PriceRe-Opener Period, Company may agree to terminate this Agreement.

2.**   REPRESENTATIONS AND WARRANTY.**   Companyrepresents and warrants that any Materials provided to Energis will beConforming Material, unless otherwise mutually agreed to by both Energis andCompany in writing.

3.**   INSPECTIONS.**   Company shall allow Energis toconduct reasonable inspections of each shipment of Material tendered toEnergis.

4.**   NON-CONFORMING MATERIAL.**   At any time afterreceiving delivery of Material, Energis determines that some or all areNon-Conforming Material, Energis may notify Company in writing and allowCompany to cure such Non-Confrming Material within fifteen (15) business daysafter receiving such notice. If Company fails to cure the Non-ConformingMaterial within the fifteen (15) business day period, the Company will arrangefor the removal of the Non-Conforming Material from Energis’ or the applicableFacility’s property. If at the end of the 15 business period, Company has notremoved the Non-Conforming Material Energis reserves the right, to transportsuch Non-Conforming Material to Company for proper disposal and can terminatethis Agreement. Energis shall be entitled to collect from Company anyreasonable costs and expenses it incurs, including but not limited totransport, storage or disposal costs. Company designates Energis as itsattorney-in-fact to sign any documents necessary to transport theNon-Conforming Material in accordance with this Paragraph.

5.**   THE APPLICABLE TITLE.****  **Titleto Conforming Material shall be transferred to Energis or Facility upon receiptof the Material. Unless otherwise agreed to by Energis, in writing, title toNon-Conforming Material shall remain with Company even after tender to Energisor the Facility.

6.**   COMPLIANCE WITH LAWS.**   Company and Energis shalleach comply with all applicable federal, state and local laws, rules, rulings,orders, ordinances, permits and regulations affecting or related to theirrespective obligations under this Agreement.

7.**   RELATIONSHIP.**   Each party will perform underthis Agreement as an independent contractor and as such shall have and maintainexclusive control and direction over all of its employees, agents andcontractors and assumes full and exclusive responsibility for payment of allcompensation, benefits, premiums, contributions, payroll taxes and other taxesnow or hereafter imposed by any law or regulation as to its employees, agentsand contractors.

8.**   INDEMNIFICATION.**   Company shall defend, indemnifyand hold harmless Energis and the Facility and their officers, members,directors, shareholders, agents, affiliates and employees from and against anyand all claims, demands, fines, losses, damages, enforcement actions,environmental remediation costs, penalties, expenses, actions, suits orproceedings, injuries, liability to or death of any person, costs of responseto any governmental inquiry, liability for loss of or damage to property or forloss or damage arising from attachments, liens or claims of material, men orlaborers, and reasonable attorney and consulting fees and costs relating to anyof the foregoing (“Claims”), arising from Company’s performance, acts oromissions or breach of the Agreement. The foregoing indemnification shall notapply to the extent such Claims are the result of Energis’ negligence orintentional act. Energis shall defend, 

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indemnify and saveharmless Company from Claims arising from Energis’ performance of thisAgreement or the Services, Energis’ acts or omissions, or breach of thisAgreement. The foregoing indemnification shall not apply to the extent suchClaims are the result of Company’s negligence or intentional act. These indemnities shall survive theexpiration or other termination of this Agreement.

9.**   FORCE MAJEURE.**   Neither party shall be liablefor any  expense, loss or damageresulting from any delays in the performance of any obligation under thisAgreement caused by government actions, regulations, orders, rulings, acts of God,acts of war, acts of public enemy, fire, strikes, civil disturbance, or anyother event beyond a party’s reasonable control, whether or not similar to theforegoing.

10.**   APPLICABLE LAW.****  **ThisAgreement and respective rights and obligations of the parties shall begoverned and construed in accordance with the laws of the state of Texas.

11.**   SEVERABILITY.**   In case any one or more of theprovisions contained in this Agreement shall for any reason be held invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect any other provision hereof, and this Agreement shall beconstrued as if such invalid, illegal, unenforceable provision had never beencontained.

12.**   ASSIGNMENT.****  **ThisAgreement may not be assigned by either party without the written consent ofthe other party, such consent shall not be unreasonably withheld, with theexception that the Customer may transfer the Agreement to its subsidiaries with30 day written notice to Energis.

13.**   PURCHASE ALTERNATE MATERIAL.**   Nothing in this Agreementlimits Energis from purchasing or acquiring Material from sources other thanCompany with the understanding that under this Agreement Energis is responsiblefor taking up to a minimum of eighteen thousand (18,000) tons per year ofMaterial from Company. If Company fails to perform its obligations pursuant tothis Agreement, Energis shall notify Company in writing and Company shall havefifteen (15) business days to provide a cure (the cure will include meetingsits ongoing volume commitment and to make up any volume it failed todeliver)  for meeting its obligationspursuant to this Agreement otherwise Energis shall have the right to eitherterminate this Agreement or contract with third parties to meet Company’sobligations. Once Company advises Energis in writing of its ability to meet itsobligations under this Agreement, and Energis is reasonably agreeable withCompany’s assessment, Company will resume its obligations hereunder and Energiswill cease using its third party supplier for the purposes of addressingCompany’s lack of supply. All reasonable costs above what Energis would haveincurred under this Agreement if Company had met its obligations, shall be thesole responsibility of Company. Company, at Energis’ option, shall either payEnergis for such additional costs or shall credit Energis for such additionalcosts against its future invoicing for its Material under this Agreement.

**14.**   PURCHASE OF MINIMUM MATERIAL;ACCEPTANCE OF TIRES. In the event Energis fails to accept at least 1,500 shorttons of Material per month, Energis shall nonetheless pay Company for 1,500short tons of Material per month and Company shall be entitled to invoiceEnergis therefor. Additionally, in the event that Energis rejects any ConformingMaterials, Energis shall pay Company’s reasonable costs and expenses relatingto the re-transportationl, storage and disposal of such Conforming Material.This is Company’s sole remedy for this matter.****

15.**   INSURANCE, TAXES.****  **Companyshall maintain the following insurance: Workers’ Compensation and Employers’Liability Insurance coverage as is required by applicable law; Comprehensive

General Liability (bodily injury and property damage)Insurance coverage with limits of not less than ~~Two~~ (One) Million ~~($2,000,000~~)($1,000,000)(GAC/MRB) Dollars  combinedsingle limit per occurrence; Automobile Liability (Bodily Injury and PropertyDamage) Insurance of not less than Two (One) Million (~~$2,000,000~~) ($1,000,000)(GAC)Dollars combined single limit per occurrence, on all owned, non-owned, andhired vehicles; Company shall itself have or shall require contractors whichmay perform services for it 

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relating to thetransportation and hauling of Materials to the Facility (“Transportation Contractors”)to maintain general liability and automobile liability insurance of not lessthan ~~Two~~ (One) Million (~~$2,000,000~~) ($1,000,000)(GAC/MRB) Dollarscombined single limit. Company shall require that ENERGIS be named as anadditional insured on all policies of insurance maintained by Company orCompany’s Transportation Contractors. Energis shall maintain the followinginsurance: Workers’ Compensation/Employers’ Liability Insurance as required byapplicable law; Comprehensive General Liability (bodily injury and propertydamage) Insurance with limits of not less than $2,000,000.00 combined singlelimit per occurrence; Automobile Liability (Bodily Injury and Property Damage)Insurance of not less than $2,000,000.00 combined single limit per occurrence,on all owned, non-owned, and hired vehicles.  Upon request, a party shall providecertificates or other documentary evidence of the above insurance. The aboveinsurance shall include a requirement that the insurer provide thirty (30) days’written notice prior to the effective date of any cancellation or materialchange of such insurance. These policies will remain in effect during theinitial term and any renewal terms of this Agreement.

16.**   INTEGRATION, MODIFICATION.**   This Agreementconstitutes the entire agreement between the parties and supercedes all otheragreements and understandings between the parties. No modification or anyclaimed waiver of any of the provisions of this Agreement shall be bindingunless in writing and signed by all parties.

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