Exhibit 10.14


[LOGO] U.S. Energy


ENERGY
MANAGEMENT AGREEMENT


(Site Development and Operations)


The purpose of this Agreement is to set forth the
understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”)
and Illini Bio-Energy, LLC (“Client”) related to the provision of energy
management services.


PROJECT DESCRIPTION:  Client
is developing a 50 million gallon per year ethanol plant (“Plant”) to be
located in Logan County, IL.  The Plant
will consume approximately 5000 MMBtu of natural gas per day.


U.S. ENERGY RESPONSIBILITIES:  U.S.
Energy will provide consulting and energy management services for supplies of
natural gas for the Plant.  These services
will be provided during the construction of the Plant (“Construction Period”),
and after the Construction Period when the Plant has been placed in service (“Completion
Date”).  The Completion Date shall be
determined when the Plant begins producing ethanol.  These services will be provided to Client upon
request:


A.            Energy Infrastructure
Advisory Services during the Construction Period


1.                                       Provide
an economic comparison of distribution service options.  Such options will include service from area
distribution utilities, interstate pipelines and third party contractors.


In the event that a direct connect pipeline option is
selected, U.S. Energy will submit a tap request to the pipeline.  In addition, U.S. Energy will also attempt to
negotiate an option for Client to minimize interconnect costs through the
purchase of firm transportation to the Plant.


2.                                       Determine
whether firm, interruptible, or a blend of transportation entitlement will
provide the lowest burnertip cost.  Factors
that will be considered include pipeline credits for the new interconnect, cost
of an alternate fuel system, and availability of specific receipt point
capacity.


3.                                       Investigate
economic development rates, utility grants, equipment rebates and other utility
programs that may be available.


B.            On-Going Energy
Management Services Following the Completion Date


U.S. Energy will provide the following services at
Client’s request:


1.                                       Provide
natural gas supply information to minimize the cost of natural gas purchased.  This will include acquiring multiple supply
quotes and reporting to Client the various









 



supply index
and fixed prices.  U.S. Energy will not
take title to Client gas supplies, but will communicate supply prices and
potential buying strategies.


2.                                       Negotiate
with pipelines, utilities, other shippers, and suppliers to provide
transportation, balancing, and supply agreements that meet Client’s performance
criteria at the lowest possible cost.


3.                                       Develop
and implement a price risk management plan that is consistent with Client’s
pricing objectives and risk profile.  An
analysis will be developed to help determine the amount of fuel usage that
should be considered for this price management service.  U.S. Energy will also provide price risk
management information through the following communications:


Weekly Update:  E-mailed each week


Monthly Pricing Letter: Mailed out the beginning of each month


Monthly Conference Call: Occurs the first Tuesday of each month


Hedge Recommendations: Updated regularly and published on U.S.
Energy’s web site


Annual Energy Conference: Occurs in May of each year.


Gold+ Web Site Access: Gold+ is U.S. Energy’s
password-protected web site that allows clients access to their information.  Gold+ access also makes available industry
news, hedging strategies and NYMEX pricing.


4.                                       Provide
daily nominations to the suppliers, pipeline, and other applicable shippers for
natural gas deliveries to the Plant.  This
will include daily electronic confirmations to Client of all nominations and
actual daily usage.  U.S. Energy will
utilize customer or utility supplied telemetering to obtain actual usage data.


5.                                       Provide
a consolidated monthly invoice to Client that reflects all applicable natural
gas and electric energy costs.  U.S.
Energy will be responsible for reviewing, reconciling and paying all shipper,
supplier and utility invoices.


a.                                       Provide
a monthly projection of energy (natural gas, LP, and/or Oil) and annual
summaries.


6.                                       Provide
energy operating budgets for the Plant.


AGENCY:  U.S.
Energy will act as Client’s agent while managing Client’s energy matters.  The scope of this agency is set forth in the
Agency Authorization between U.S. Energy and Client attached as Exhibit A
(the terms of which are made a part of this Agreement).


TERM:  The
initial term of this Agreement shall commence on May 1, 2006 and continue until
October 31, 2006.  It will then renew,
month to month thereafter, unless Client or U.S. Energy terminates the contract
upon sixty (60) days prior written notice before the renewal date.  Client shall remain responsible for payment
and performance associated with any and all transportation, supply, and storage
transactions entered into by U.S. Energy and authorized by Client, prior to



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termination,
as well as fees and charges for U.S. Energy’s services occurring up until the
termination date.


FEES:  U.S. Energy’s
fee for services during the term of this Agreement shall be a monthly retainer
fee of $3200 per month for the initial term, and a monthly retainer fee of
$1600 per month thereafter, plus pre-approved travel expenses.  The monthly retainer fee will increase 4% per
year on the annual anniversary date of the effective date of this Agreement.


In the event that plant financing is not secured, this
Agreement shall become null and void and both parties will be relieved of
professional and/or financial obligations due the other party.  However, Client shall remain responsible for
payment and performance associated with any and all transportation, supply, and
storage transactions entered into by U.S. Energy and authorized by Client,
prior to termination, as well as fees, charges and pre-approved travel expenses
for U.S. Energy’s services occurring up until the termination date.


If Client
elects to utilize U.S. Energy to provide physical or financial natural gas
hedging services, a $.01/MMBTu administrative fee will be assessed on volumes
hedged to cover the costs associated with compliance to Federal and State
commodities rules and regulations and administrative costs of facilitating this
natural gas hedging service.


BILLING
AND PAYMENT:  On the first of the month,
U.S. Energy shall invoice Client for appropriate energy costs from the previous
month and for the U.S. Energy retainer for the current month.  Client shall pay U.S. Energy within ten (10)
days of receipt of invoice.


TAXES:  Client
will be responsible for payment of all taxes including, but not limited to, all
sales, use, excise, BTU, heating value and other taxes associated with the
purchase and/or transport of natural gas, electricity or other fuels and the
provision of services hereunder.


CONFIDENTIALITY:  U.S.
Energy shall not divulge to any other person or party any information developed
by U.S. Energy hereunder or revealed to U.S. Energy pursuant to this Agreement,
unless such information is (a) already in U.S. Energy’s possession and such
information is not known by U.S. Energy to be subject to another
Confidentiality Agreement, or (b) is or becomes generally available to the
public other than as a result of an unauthorized disclosure by U.S. Energy, its
officers, employees, directors, agents or its advisors, or (c) becomes
available to U.S. Energy on a non-confidential basis from a source which is not
known to be prohibited from disclosing such information to U.S. Energy by
legal, contractual or fiduciary obligation to the supplier, or (d) is required
by U.S. Energy to be disclosed by court order, or (e) is permitted by Client.  All such information shall be and remain the
property of Client unless such information is subject to another
Confidentiality Agreement, and upon the termination of this Agreement, U.S.
Energy shall return all such information upon Client’s request.  Notwithstanding anything to the contrary
herein, U.S. Energy shall not disclose any information which is in any way
related to this Agreement or U.S. Energy’s services hereunder without first
discussing such proposed disclosure with Client.



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NOTICES:  Any formal notice, request or demand which a
party hereto may desire to give to the other respecting this Agreement shall be
in writing and shall be considered as duly delivered as of the postmark date
when mailed by ordinary, registered or certified mail by said party to the
addresses listed below.  Either party
may, from time-to-time, identify alternate addresses at which they may receive
notice during the term of this Agreement by providing written notice to the
other party of such alternate addresses.


	
  Client:

  	
  Illini Bio-Energy, LLC

  
	
   

  	
  Attn: Ernest Moody

  
	
   

  	
  3600 Wabash Ave, Suite C

  
	
   

  	
  Springfield, IL 62711

  
	
   

  	
   

  
	
   

  	
   

  
	
  U.S. Energy:

  	
  Bank:  US Bank

  
	
  (Payment
  by wire)

  	
  Account Name: 
  U.S. Energy Services, Inc.

  
	
   

  	
  Account #: 173100561153

  
	
   

  	
  ABA: 091 0000 22

  
	
   

  	
   

  
	
  (Notices):

  	
  U.S. Energy Services, Inc.

  
	
   

  	
  1000 Superior Blvd, Suite 201

  
	
   

  	
  Wayzata, MN 55391

  
	
   

  	
  Attn: Contract Administration

  



 


ASSIGNMENT
OR AMENDMENT:  The Agreement may not be assigned or amended
without the written consent of U.S. Energy and Client.


APPLICABLE
LAW:  The
Agreement shall be construed in accordance with the laws of the State of
Minnesota.


ENTIRE AGREEMENT:  This Agreement constitutes the entire
Agreement among the parties pertaining to the subject matter hereof and supersedes
all prior Agreements and understanding pertaining hereto.



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Agreed to and Accepted by:


	
  Illini Bio-Energy, LLC

  
	
   

  
	
   

  
	
  By: 

  	
  /S/
  ERNEST D. MOODY

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Ernest
  D. Moody

  	
   

  
	
  (Print)

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Chairman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  4/23/06

  	
   

  
	
   

  
	
   

  
	
  U.S. Energy Services, Inc.

  
	
   

  
	
   

  
	
  By: 

  	
  /S/
  GAIL MCMINN

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Gail
  McMinn

  	
   

  
	
  (Print)

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  4-28-06

  	
   

  
																



 



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EXHIBIT A


AGENCY AUTHORIZATION


The purpose of this Agency Authorization (this “Authorization”)
is to set forth the authorization and agreement between U.S. Energy Services,
Inc. (“U.S. Energy”) and Illini Bio-Energy, LLC (“Client”) related to the
provision of energy supply management services.


Client and U.S. Energy agree on the following terms
and conditions:


1.               APPOINTMENT AND SCOPE  – Client hereby
appoints U.S. Energy as its agent for managing Client’s energy supplies and to
deal with third parties on behalf of Client, in connection with energy-related
matters, in U.S. Energy’s capacity as Client’s agent, including, without
limitation, the purchase of energy resources in such quantity and at such times
as Client may authorize in writing, by electronic communications (e.g., by
email), verbally or otherwise (“Energy Procurements”).  U.S. Energy is authorized to contract on
behalf of Client for the acquisition of energy supply, transportation and
distribution.  U.S. Energy hereby accepts
such appointment and agrees to use commercially reasonable efforts to perform
the services required by this Authorization.


2.               AUTHORITY OF U.S. ENERGY TO ALIGN CREDIT  – Client authorizes U.S. Energy, in making Energy
Procurements, to align credit from energy suppliers or third parties on behalf
and as an agent of Client, as needed.


3.               AUTHORITY OF U.S. ENERGY TO EXTEND CREDIT  – Client hereby agrees that when making Energy Procurements
on behalf of a Client, U.S. Energy may use U.S. Energy funds to pay suppliers,
thereby extending credit directly to Client (and acting as a “Creditor,” as
that term is used in this Authorization).


4.               TERM  – The term of
this Authorization shall commence as of the date hereof and shall continue
indefinitely until such time as the parties hereto shall agree in writing to
terminate the Authorization.


5.               INDEPENDENT CONTRACTOR  – It is not the
intent of the parties hereto to form any partnership or joint venture
relationship.  Each party shall, in
relation to its obligations hereunder, act as an independent contractor.


6.               RELEASE OF ENERGY CONSUMPTION RECORDS AND BILLS  – This Agreement serves as authorization for the release of
Client’s energy consumption records and bills from pipelines and suppliers to
U.S. Energy.


7.               AUTHORITY  – Each of
Assignor and Assignee represents and warrants to the other that it is fully
empowered and authorized to execute and deliver this Assignment, and the
individuals signing this Assignment each represent and warrant that he or she
is fully authorized to do so.



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Agreed to and Accepted by:


	
  Illini Bio-Energy, LLC

  	
   

  	
  U.S. Energy Services, Inc.

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /S/
  ERNEST D. MOODY

  	
   

  	
  By: 

  	
  /S/ GAIL MCMINN

  	
   

  
	
   

  	
   

  
	
  Print
  Name: 

  	
  Ernest
  D. Moody

  	
   

  	
  Print Name: 

  	
  Gail McMinn

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Chairman

  	
   

  	
  Title: 

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
  4/23/06

  	
   

  	
  Date: 

  	
  4-28-06

  	
   

  
																	



 



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