Exhibit
      10.1

     

    MANAGEMENT
      SERVICES AGREEMENT

    


    THIS
      MANAGEMENT SERVICES AGREEMENT (“Agreement”)
      is
      made as of the 9th
      day of
      January, 2008 (“Effective
      Date”)
      by and
      between [Company A] a Delaware limited liability company (“Company”),
      and
      Alternative Energy Sources, Inc., a Delaware corporation (“AENS”).
      Company and AENS may collectively be referred to as the “Parties”.

     

    WITNESSETH:

     

    WHEREAS,
      subject
      to the terms and provisions hereof, the Company desires that AENS provide
      certain consulting services for the Company and AENS is willing to provide
      such
      services.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises, the mutual covenants and other
      agreements set forth herein, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      covenant and agree as follows:

     

    1. Services.
      The
      Company hereby retains AENS to provide to the Company the services set forth
      on
Exhibit
      A
      attached
      hereto and incorporated herein by reference (the “Services”)
      and
      AENS agrees to provide the Services as set forth herein. AENS will devote the
      required time and expertise necessary to complete the assigned services without
      limitation. Notwithstanding anything else to the contrary set forth herein,
      Company understands and acknowledges that AENS is undergoing a
      publicly-announced review of strategic alternatives, which could include,
      without limitation, a sale of AENS or the raising of debt or equity capital
      and
      that AENS would not have entered into this Agreement or agreed to perform the
      Services if such actions would jeopardize or adversely impact such review of
      strategic alternatives, or limit any alternatives available to AENS. As a
      result, in no event shall AENS be obligated to perform any Services or otherwise
      take any action that in the reasonable judgment of AENS jeopardizes, conflicts
      with or is inconsistent with AENS’s review of strategic alternatives or with any
      transaction being contemplated or with the fiduciary duties of AENS officers
      and/or directors.

     

    2. Term.
      This
      Agreement shall commence on the Effective Date and shall continue until
      terminated in accordance with Section 4 hereof.

     

    3. Payment
      of Fees.
      In
      consideration for the Services provided by AENS, the Company shall pay to AENS
      (i) $125,000 each month during the term hereof (the “Flat
      Fee”)
      plus
      (ii) documented out-of-pocket costs incurred by AENS in performance of the
      Services (the “Costs”).
      Any
      Cost over $1,000 per incurrence will require pre-approval by the Company. The
      Flat Fee shall be payable in advance by the Company on the 1st day
      of each month beginning February 1, 2008. The period from the date of
      execution of the agreement through January 31, 2008 will be paid on a prorata
      basis. The Company shall pay the Costs in the month immediately following
      incurrence by AENS of such Costs (i.e., Costs
      incurred in January are payable in February).

     

    4. Termination.
      This
      Agreement may be terminated by either party, in its sole option and for any
      reason, upon providing written notice of termination. If the Company terminates
      the agreement AENS will retain the monthly fee paid for such month. If AENS
      terminates the agreement they will return to the Company an amount equal to
      the
      prorata amount of service days remaining in the month. Such notice shall be
      delivered to the other party in accordance with Section 7 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Relationship
      of the Parties.
      The
      Company and AENS affirmatively state that they are not forming a joint venture,
      partnership, association or other relationship for tax or any other purposes.
      AENS shall perform its obligations under this Agreement as that of an
      independent contractor.

     

    6. Indemnification.
      The
      Company agrees to indemnify and hold harmless AENS and its shareholders,
      officers, directors, employees, representatives and agents (collectively, the
      “Indemnified
      Parties”)
      from
      and against any and all losses, claims, damages, liabilities, costs and expenses
      (including reasonable attorneys’ fees and expenses related to the defense of any
      claims), which may be asserted against any of the Indemnified Parties arising
      directly or indirectly out of this Agreement.

     

    7. Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given (i) when delivered in person or when delivered
      by
      overnight courier, (ii) on the first business day following receipt when
      delivered by telegraphic or other electronic means (including facsimile,
      telecopy and telex), or (iii) if mailed, upon the delivery or refusal date
      (as
      shown on the receipt), if deposited in the United States mail, certified or
      registered mail, first-class postage prepaid, return receipt requested, to
      the
      parties at the following addresses or facsimile numbers:

     

    
      	
            	If
              to the Company:	
              [Company
                A]

              [                            ]

              [                            ]

              [                            ]

            


    

    
      
         

        
          	
                	If
                  to AENS:	
                  Alternative
                    Energy Sources, Inc.

                  310
                    West 20th Street, 2nd Floor

                  Kansas
                    City, Missouri 64108

                  Attn:
                    Mark Beemer

                  Fax:
                    816-842-3836

                


        

         

      

    

    Any
      party
      from time to time may change its address or facsimile number for the purpose
      of
      receipt of notices to that party by giving a similar notice specifying a new
      address or facsimile number to the other notice parties listed above in
      accordance with the provisions of this Section 7.

     

    8. Entire
      Agreement.
      This
      Agreement supersedes all prior oral discussions and written agreements between
      the parties with respect to the subject matter of this Agreement (including
      any
      term sheet or similar agreement or document relating to the transactions
      contemplated hereby) and contains the sole and entire agreement between the
      parties hereto with respect to the subject matter hereof, excluding any written
      agreements between the Parties hereof in existence as of the date hereof.
      Notwithstanding the foregoing, the terms of those certain non-disclosure
      agreements previously or contemporaneously entered into by the Parties hereto,
      shall remain in effect.

     

    9. Waiver.
      Any
      term or condition of this Agreement may be waived at any time by the party
      which
      is entitled to the benefit thereof. Any such waiver must be in writing and
      must
      be duly executed by such party. A waiver on one occasion shall not be deemed
      to
      be a waiver of the same or any other breach, provision or requirement on any
      other occasion.

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    10. Amendment.
      This
      Agreement may be modified or amended only by a written instrument duly executed
      by each of the parties hereto.

     

    11. Counterparts
      and Facsimile Signatures.
      This
      Agreement may be executed simultaneously in any number of counterparts, each
      of
      which shall be deemed an original, but all of which shall constitute one and
      the
      same instrument. Facsimile signatures on this Agreement shall be deemed to
      be
      original signatures for all purposes.

     

    12. No
      Third Party Beneficiary.
      The
      terms and provisions of this Agreement are intended solely for the benefit
      of
      the parties hereto and their respective successors or assigns, and it is not
      the
      intention of the Parties to confer third party beneficiary rights upon any
      other
      person.

     

    13. Governing
      Law.
      This
      Agreement shall be governed by the law of the State of Texas, without regard
      to
      conflict of law rules.

     

    14. Binding
      Effect.
      This
      Agreement shall be binding upon and will inure to the benefit of the parties
      and
      their respective successors and permitted assigns.

     

    15. Assignment.
      Neither
      this Agreement nor any right hereunder or part hereof may be assigned by any
      party hereto without the prior written consent of the other party
      hereto.

     

    16. Headings.
      The
      headings used in this Agreement have been inserted for convenience and do not
      constitute provisions to be construed or interpreted in connection with this
      Agreement.

     

    17. Severability;
      Invalid Provisions.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under any present or future law, (i) such provisions will be fully severable,
      (ii) this Agreement will be construed and enforced as if such illegal, invalid
      or unenforceable provision had never comprised a part hereof, (iii) the
      remaining provisions of this Agreement will remain in full force and effect
      and
      will not be affected by the illegal, invalid or unenforceable provision or
      by
      its severance herefrom; and (iv) in lieu of such illegal, invalid or
      unenforceable provision, there will be added automatically as a part of this
      Agreement a legal, valid and enforceable provision as similar in terms to such
      illegal, invalid or unenforceable provision as may be possible.

     

    18. Limitation
      on Liability.
      AENS
      and its shareholders, officers, directors, representatives and employees, shall
      not be liable to the Company (or its affiliates) for any special, consequential,
      incidental, punitive or exemplary damages (including lost or anticipated
      revenues or profits relating to the same) arising from any claim relating to
      this Agreement or any of the Services provided hereunder, unless such claim
      arises for a breach of confidentiality, whether such claim is based on warranty,
      contract, tort (including negligence or strict liability) or otherwise, even
      if
      an authorized representative is advised of the possibility or likelihood of
      the
      same. In addition, AENS and its shareholders, officers, directors,
      representatives and employees, shall not be liable to the Company (or its
      affiliates) for any direct damages arising from any claim relating to this
      Agreement or any of the Services provided hereunder or required to be provided
      hereunder, except to the extent that such direct damages are caused by the
      gross
      negligence, fraudulent acts or intentional misconduct of AENS. In no case shall
      AENS, or any its shareholders, officers, directors, representatives and
      employees, be liable for any amount in excess of the aggregate amount of the
      Flat Fee actually paid by the Company under this Agreement, unless such
      liability arises from a breach of confidentiality.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    19. Further
      Assurances.
      On and
      after the date hereof, the Company and AENS will take all appropriate action
      and
      execute all documents, instruments or conveyances of any kind which may be
      reasonably necessary or advisable to carry out any of the provisions
      hereof.

     

    20. Waiver
      of Jury Trial.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND
      THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED
      TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY.
      THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING
      FROM
      ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES
      OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS.
      EACH
      PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS
      RIGHT
      TO DEMAND TRIAL BY JURY.

     

    21. Survival.
      The
      terms of Sections 3 and 6-21 shall survive the expiration or termination of
      this
      Agreement.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      above written.

    


    
      	
              [COMPANY A]

               

               

            	 
	
              By:

            	
              /s/President & CEO of Company A 

            	 
	Name: 
              Title: President
                & Chief Executive Officer

               

               

            	 
	
              ALTERNATIVE
                ENERGY SOURCES, INC. 

               

               

            	 
	By:	/s/Mark
              Beemer	 
	Name: Mark
              Beemer
              Title: Chief
                Executive Officer

            	 


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A --SERVICES

    


    AENS’s
      services shall include the following to the extent reasonably requested by
      Company from time to time:

    


    
      	 	
              ·

            	
              Evaluate
                corn procurement strategy;

            


    

    
      	 	
              ·

            	
              Commercial
                contract review and analysis;

            


    

    
      	 	
              ·

            	
              Risk
                management review and analysis;

            


    

    
      	 	
              ·

            	
              Operations
                evaluation;

            


    

    
      	 	
              ·

            	
              Logistics
                assessment (rail, truck, barge and
                ship);

            


    

    
      	 	
              ·

            	
              Due
                diligence support

            


    

    
      	 	
              ·

            	
              Other
                items as agreed.