Unassociated Document


    

      RISK
        MANAGEMENT AND ETHANOL MARKETING CONTRACT

      


      THIS
        AGREEMENT is entered into by and among FCStone, LLC (“FCStone”), an Iowa limited
        liability company with its main office at 2829 Westown Parkway, West Des
        Moines,
        Iowa 50266, and Eco-Energy, Inc. (“Eco”) a Tennessee Corporation with its main
        office located at 730 Cool Springs Blvd. Suite 130, Franklin, Tennessee 37067,
        and Husker AG, LLC. (HA) with its main office located at 54048 Hwy 20,
        Plainview, NE 68769.

       

      RECITALS:

      


      
        	
                A.

              	
                HA
                  is a Limited Liability Company, which is operating an ethanol plant
                  facility located at 54048 Hwy 20, Plainview, NE, (the “Plant”) and which
                  desires to establish an input origination and marketing risk management
                  plan and an output-marketing
                  contract.

              


      

      


      
        	
                B.

              	
                FCStone,
                  which is experienced in commodity transactions and related risk
                  management, is willing to provide such assistance on the terms
                  hereby
                  stated.

              


      

      


      
        	
                C.

              	
                Eco
                  is a reseller in ethanol and is experienced in the marketing and
                  transportation of such product, and is willing to agree to purchase
                  the
                  ethanol output of the Plant.

              


      

      


      NOW,
        THEREFORE, IT IS AGREED AS FOLLOWS BETWEEN THE PARTIES:

      


      
        	
                1.

              	
                FCStone
                  and Eco Services.
                  FCStone shall, during the term hereof, provide services to HA in
                  the
                  implementation of a full service price risk management program
                  for HA (the
                  “FCStone Program”). HA will have a full time risk manager of FCStone from
                  an FCStone office to help in day-to-day grain marketing decisions.
                  The
                  FCStone services to be provided are set forth in Exhibit A attached
                  hereto. Eco shall, during the term hereof, purchase the entire
                  output of
                  ethanol specified herein and to provide certain transportation
                  services to
                  HA (the “Eco Program”). The Eco services to be provided are set forth in
                  Sections 2, 3 and 4 and the exhibits attached hereto which are
                  referred to
                  therein.

              


      

      


      
        	
                2.

              	
                Eco
                  Ethanol Output Purchases.
                  HA
                  agrees to sell to Eco, and Eco agrees to purchase from HA the entire
                  output of ethanol of the Plant during the term, in good faith and
                  at fair
                  market rates. The terms of such transactions shall be fixed by
                  agreement
                  of HA and Eco established in good faith from time to time consistent
                  with
                  the provisions of Exhibit B attached hereto. The price on all ethanol
                  shall be determined on an FOB Plainview, NE
                  basis.

              


      

      


      
        	
                3.

              	
                Eco
                  Denaturant Procurement.
                  HA
                  at HA’s option can purchase their entire denaturant demand from Eco during
                  the term or purchase the denaturant on their own. The terms of
                  such
                  transactions shall be fixed by agreement of HA and Eco established
                  in good
                  faith from time to time.

              


      

      


      
        	
                4.

              	
                Eco
                  Transportation Services.
                  Eco agrees to provide the transportation services set forth in
                  Exhibit C.
                  HA agrees to pay freight and assume railcar leases as provided
                  in Exhibit
                  C.

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	5.	
                Fees.

              


      

      


      
        	(a)  	
                HA
                  shall pay a fee for services of Eco and FCStone and materials provided
                  hereunder of $[***]
                  per
                  net gallon of ethanol produced during the Term. Such fees shall
                  be payable
                  monthly on an estimated basis on the first business day of each
                  month
                  during the term hereof, in advance to FCStone. FCStone shall remit
                  a share
                  of such fee to Eco as Eco and FCStone may agree. The initial estimated
                  monthly payment shall be $[***]
                  per month. The actual fees payable based upon actual production
                  and the
                  above quoted rate shall be computed every three (3) months and
                  additional
                  payment to FCStone or credits to HA’s account shall be made, and the
                  monthly fee adjusted, so as to accurately reflect the actual fees
                  payable.

              


      

      


      
        	(b)  	
                In
                  addition to such fees, HA shall also pay to FCStone any transaction
                  commissions, fees, services charges or mark-ups arising from options,
                  futures or other risk management or cash commodity transactions
                  executed
                  or brokered through FCStone, its affiliates, or others in accordance
                  with
                  their applicable schedules of rates, except that FCStone guarantees
                  that
                  the rate for exchange-traded futures and options contracts shall
                  not be
                  more than $10.00 per round turn, plus all applicable exchange fees,
                  during
                  the initial term hereof. Any OTC (over-the-counter) transactions
                  will be
                  $8.00 per round turn, plus any applicable fees, during the initial
                  term
                  hereof.

              


      

      


      
        	
                6.

              	
                HA
                  Representative.
                  HA
                  shall designate one or more persons who shall be authorized and
                  directed
                  to receive services hereunder and to make all hedging and merchandising
                  and purchasing and sales decisions for HA. All directions, transactions
                  and authorizations given by such representative to FCStone or to
                  Eco shall
                  be binding upon HA. FCStone and Eco shall each be entitled to rely
                  on the
                  authorization of such persons until it receives written notification
                  from
                  HA that such authorization has been
                  revoked.

              


      

      


      
        	
                7.

              	
                Transactions
                  with FCStone and FCStone Affiliates.
                  HA understands, approves, authorizes, and agrees that FCStone as
                  an
                  advisor may recommend that HA enter into transactions where FCStone
                  will
                  act as a broker or futures commission merchant or where HA may
                  enter into
                  transactions with one or more companies which are under common
                  ownership
                  or control with FCStone, including, but not limited to, FCStone
                  Trading,
                  L.L.C. with respect to physical energy products and over the counter
                  swaps
                  and options and FGDI, L.L.C. with respect to cash grain. FCStone
                  may also
                  participate on HA’s behalf in negotiations with one or more elevators,
                  which are members of FCStone’s parent company. All futures, swap or cash
                  commodity transactions involving HA, FCStone and its affiliates
                  shall be
                  subject to, and shall be governed by, the applicable customer agreements,
                  master agreements, confirmations, and other documentation
                  thereof.

              


      

      


      
        	8.	
                FCStone
                  Limitations.

              


      

      


      
        	(a)  	
                To
                  the extent and if any brokerage services are provided by FCStone
                  it will
                  be to find suppliers or purchasers for HA. FCStone will not purchase
                  or
                  sell grain, nor will it be directly involved in the purchase of
                  the grain
                  involving HA. FCStone may give merchandising, purchasing and hedging
                  advice to HA, but all decisions on purchasing, merchandising and
                  hedging
                  strategy will be made by HA. All hedging positions will be the
                  responsibility of HA, in HA’s account with FCStone or other relevant
                  party. All positions shall be for the purpose of hedging against
                  price
                  risks associated with the HA’s
                  operations.

              


      

      
        
          

        

      

      
        [***]
          --
          Material has been omitted pursuant to a request for confidential treatment
          and
          such material has been filed separately with the Securities and Exchange
          Commission.

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	(b)  	
                FCStone
                  assumes no responsibility for the completion or performance of
                  any
                  contracts between HA and HA’s customers and suppliers, and HA agrees that
                  it shall not bring any action or make any claim against FCStone
                  based on
                  any act, omission or claim of any of HA’s customers or
                  suppliers.

              


      

      


      
        	(c)  	
                To
                  the extent FCStone provides services relating to accounting systems,
                  sole
                  responsibility for the accuracy and completeness of HA’s books and
                  financial statements shall remain with HA. FCStone shall not be
                  deemed to
                  attest in any way to the accuracy of such books and financial
                  statements.

              


      

      


      
        	(d)  	
                FCStone
                  assumes no responsibility for tax advice, tax planning, or tax
                  returns or
                  tax reporting.

              


      

      


      
        	9.	
                Eco
                  Limitations.

              


      

      


      
        	(a)  	
                Eco
                  assumes no responsibility for the completion or performance of
                  any
                  contracts between HA and HA’s customers and suppliers, and HA agrees that
                  it shall not bring any action or make any claim against Eco based
                  on any
                  act, omission or claim of any of HA’s customers or
                  suppliers.

              


      

      


      
        	(b)  	
                HA
                  is responsible to cover all non-deliveries of any product that
                  is
                  contracted between ECO and HA in a timely manner in order to stay
                  within
                  the time parameters of the contract. ECO will assist in procuring
                  product
                  from other suppliers to cover these
                  non-deliveries.

              


      

      


      
        	(c)  	
                If
                  any party terminates this agreement for any reason, all parties
                  will be
                  responsible to complete any existing
                  contracts.

              


      

      


      
        	
                10.

              	
                Separability
                  and Non-liability.
                  The services, contracts and relationship between HA and FCStone
                  and
                  between HA and Eco are independent and separable. FCStone shall
                  have no
                  liability or responsibility to HA for the performance of Eco hereunder.
                  Eco shall have no responsibility or liability for the performance
                  of
                  FCStone hereunder. Termination of this Agreement as between Eco
                  and HA
                  shall not impair the continuing relationship between FCStone and
                  HA, and
                  termination as between FCStone and Eco shall not impair the continuing
                  relationship between Eco and HA. Termination of this Agreement
                  as between
                  FCStone and HA shall not impair the continuing relationship between
                  ECO
                  and HA.

              


      

      


      
        	
                11.

              	
                Confidentiality
                  Agreement.
                  The parties agree, to the extent permitted by law, to preserve
                  and protect
                  the confidentiality of the Agreement. Both parties recognize that
                  federal
                  or state law may require the filing of the Agreement with, or the
                  furnishing of information to, governmental authorities or regulatory
                  agencies. Both parties further recognize the need, from time to
                  time, for
                  the submission of the Agreement to affiliates, consultants, or
                  contractors
                  performing work on, or related to, the subject matter of the Agreement.
                  Buyer and Seller agree to allow the submission of the Agreement
                  to
                  affiliates, consultants, or contractors if such affiliates, consultants,
                  or contractors agree to protect the confidentiality of the Agreement.
                  In
                  the event either party is of the opinion that applicable law requires
                  it
                  to file the Agreement with, or to disclose information related
                  to the
                  Agreement (other than information required by laws and regulations
                  in
                  effect as of the date hereof to be furnished in periodic reports
                  to
                  governmental authorities) to, any judicial body, governmental authority
                  or
                  regulatory agency, that party shall so notify the other party in
                  writing
                  prior to the disclosure or filing of the
                  Agreement.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                12.

              	
                Public
                  Disclosure.
                  Any public announcements concerning the transaction contemplated
                  by this
                  agreement shall be approved in advance by FCStone, ECO, and HA,
                  except for
                  disclosures required by law, in which case the disclosing party
                  shall
                  provide a copy of the disclosure to the other party prior to its
                  public
                  release. As HA is subject to SEC filing requirements, SEC required
                  filings
                  will not be subject to advance disclosure except as allowed by
                  the
                  SEC.

              


      

      


      
        	
                13.

              	
                Terms
                  and Termination.

              


      

      


      
        	(a)  	
                The
                  renewal term of this Agreement shall commence on the date of June
                  1, 2005
                  and shall continue until September 30, 2006. This contract will
                  automatically renew for an additional term of one (1) year unless
                  HA gives
                  notice of non-renewal in writing to FCStone and to Eco at least
                  four (4)
                  months prior to the end of this renewal term. At the renewal date
                  FCStone,
                  Eco and HA will discuss the fee rate and may at the agreement of
                  all
                  parties change the fee structure.

              


      

      


      
        	(b)  	
                This
                  agreement may be terminated by HA as to either FCStone or Eco in
                  the event
                  of material breach of any of the material terms hereof by such
                  other
                  party, by written notice specifying the breach, which notice shall
                  be
                  effective fifteen (15) days after it is given unless the receiving
                  party
                  cures the breach within such time. This agreement may terminate
                  by either
                  FCStone or Eco as to HA in the event of material breach of any
                  of the
                  material terms hereof by HA, by written notice specifying the breach,
                  which notice shall be effective fifteen (15) days after it is given
                  unless
                  the receiving party cures the breach within such time. This agreement
                  may
                  be terminated immediately without notice at the election of any
                  party in
                  the event of bankruptcy, or any other receivership or insolvency
                  proceeding is filed by or against another
                  party.

              


      

      


      
        	(c)  	
                This
                  Agreement may also be terminated between HA and FCStone and/or
                  HA and Eco
                  by the mutual consent of the parties on such terms as the parties
                  may
                  agree with respect to the obligations of such parties. All other
                  terms and
                  conditions of Agreement shall continue
                  on.

              


      

      


      
        	(d)  	
                In
                  addition to any other method of terminating this Agreement, either
                  FCStone
                  or Eco may unilaterally terminate this Agreement at any time if
                  such
                  termination shall be required by any regulatory authority, and
                  such
                  termination shall be effective on the 30th
                  day following the giving of notice of intent to
                  terminate.

              


      

      


      
        	
                14.

              	
                Licenses.
                  Bonds, and Insurance. Each
                  party represents that it now has and will maintain in full force
                  and
                  effect during the term of this Agreement, at its sole cost, all
                  necessary
                  state and federal licenses, bonds and insurance in accordance with
                  applicable state or federal laws and
                  regulations.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                15.

              	
                Limitation
                  of Liability.
                  EACH
                  PARTY UNDERSTANDS THAT NO OTHER PARTY MAKES ANY GUARANTEE, EXPRESS
                  OR
                  IMPLIED, TO ANY OTHER OF PROFIT, OR OF ANY PARTICULAR ECONOMIC
                  RESULTS
                  FROM TRANSACTIONS HEREUNDER. IN NO EVENT SHALL ANY PARTY BE LIABLE
                  FOR
                  SPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY
                  ACT OR
                  OMISSION COMING WITHIN THE SCOPE OF THIS AGREEMENT, OR FOR BREACH
                  OF ANY
                  OF THE PROVISIONS OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED
                  OF THE
                  POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT
                  ARE NOT
                  LIMITED TO, LOSS OF GOOD WILL, LOSS OF PROFITS, LOSS OF USE AND
                  INTERRUPTION OF BUSINESS.

              


      

      


      
        	
                16.

              	
                Disclaimer.
                  HA understands and agrees that FCStone and Eco make no warranty
                  respecting
                  legal or regulatory requirements and risks. HA shall obtain such
                  legal and
                  regulatory advice from third parties as it may deem necessary respecting
                  the applicability of legal regulatory requirements applicable to
                  HA’s
                  business.

              


      

      


      
        	
                17.

              	
                Indemnity.
                  The Parties agree that they shall absolve, release and refrain
                  from
                  seeking remedies against each other and their officers, agents,
                  employees,
                  subcontractors and insurers for any and all losses, claims, damages,
                  costs, suits and liabilities for damage, deterioration of quality,
                  shrinkage in quantity, loss of grade or loss of Ethanol resulting
                  from the
                  inherent nature of transfer operations and the inherent nature
                  of Ethanol
                  provided that this in no way shall relieve the parties for their
                  own
                  negligence, willful misconduct or theft. Each party to this contract
                  shall
                  indemnify, defend and hold the other harmless from claims, demands
                  and
                  causes of action asserted against the other by any person (including
                  without limitation employees of either party) for personal injury
                  or
                  death, or for loss of or damage to property resulting from the
                  willful or
                  negligent acts or omissions of the indemnifying party. Where personal
                  injury, death or loss of or damage to property is the result of
                  the joint
                  negligence or misconduct or the Parties hereto, the Parties expressly
                  agree to indemnify each other in proportion to their respective
                  share of
                  such joint negligence or
                  misconduct.

              


      

      


      
        	
                18.

              	
                Nature
                  of Relationship.
                  FCStone and Eco are independent contractors providing services
                  to HA. No
                  employment relationship, partnership or joint venture is intended,
                  nor
                  shall any such relationship be deemed created hereby. Each party
                  shall be
                  solely and exclusively responsible for its own expenses and costs
                  of
                  performance.

              


      

      


      
        	
                19.

              	
                Notices.
                  Any notices permitted or required hereunder shall be in writing,
                  signed by
                  an officer duly authorized of the party giving such notice, and
                  shall
                  either be hand delivered or mailed. If mailed, notice shall be
                  sent by
                  certified, first class, return receipt requested, mail to the address
                  shown above, or any other address subsequently specified by notice
                  from
                  one party to the other.

              


      

      


      
        	20.	
                General.

              


      

      


      
        	(a)  	
                This
                  agreement is the entire understanding of the parties concerning
                  the
                  subject matter hereof, and it may be modified only in writing signed
                  by
                  the parties. All commodities futures, options, and swap transactions
                  shall
                  be subject to the customer or master agreements between HA and
                  FCStone,
                  its affiliates, or others. The parties may enter into other agreements
                  in
                  writing, including but not limited to service agreements, customer
                  agreements and master agreements with respect to commodity futures
                  options
                  and swaps.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	(b)  	
                Upon
                  execution, this agreement supercedes any and all previous agreements.
                  

              


      

      


      
        	(c)  	
                If
                  any provision or provisions of this agreement shall be held to
                  be invalid,
                  illegal or unenforceable, the validity, legality and enforceability
                  of the
                  remaining provisions shall not in any way be affected or impaired
                  thereby.

              


      

      


      
        	(d)  	
                No
                  party shall be liable for any failure to perform any or all of
                  the
                  provisions of this agreement if and to the extent that performance
                  has
                  been delayed or prevented by reason of any cause beyond the reasonable
                  control of such party. The expression “cause beyond the reasonable
                  control” shall be deemed to include, but not be limited to: acts,
                  regulations, laws, or restraints imposed by any governmental body;
                  wars,
                  hostilities, sabotage, riots, or commotions; acts of God; or fires,
                  frost,
                  storms, or lightning.

              


      

      


      
        	(e)  	
                This
                  agreement is not intended to, and does not, create or give rise
                  to any
                  fiduciary duty on the part of any party to any
                  other.

              


      

      


      
        	(f)  	
                No
                  action, regardless of its nature or form, arising from or in relation
                  to
                  this Agreement may be brought by either party more than two (2)
                  years
                  after the cause of action has arisen, or, in the case of an action
                  for
                  nonpayment, more than two (2) years from the date the last payment
                  was
                  due. Venue for any action arising from or in relation to this agreement
                  shall be in Pierce County,
                  Nebraska.

              


      

      


      
        	(g)  	
                This
                  agreement is governed by and shall be construed under the laws
                  of the
                  State of Nebraska.

              


      

      


      
        	(h)  	
                This
                  agreement shall be binding upon and inure to the benefit of the
                  parties
                  and the successors and assigns of the entire business and goodwill
                  of
                  FCStone, Eco or HA, but shall not be otherwise assignable without
                  the
                  express consent of the other
                  parties.

              


      

      


      DATED
        AND
        EXECUTED AS OF THIS 31 DAY OF May, 2005.

      


      HUSKER
        AG, LLC.

      


      BY:
        /s/
        Fredrick J. Knievel

      


      FC
        STONE, L.L.C.

      


      BY:
        /s/
        [Signature Illegible], VP

      


      ECO-ENERGY,
        INC.

      


      BY:
        /s/
        [Signature Illegible], President

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      FCStone
        Services

       

      FCStone
        will provide the following services based on sound risk management principles,
        using FCStone’s Basis Trading experience together with the futures and options
        markets to reduce HA’s exposure to commodity price changes.

      


      
        	I.  	
                General
                  Scope.
                  FCStone will provide advice, assistance and risk management with
                  respect
                  to HA’s grain origination, energy and transportation, procurement and
                  output sales.

              


      

      


      
        	II.  	
                Consulting
                  Services and Program:
                  FCStone services to HA shall fall into two (2)
                  categories.

              


      

      


      
        	A.  	
                FCStone
                  shall provide HA with price risk management evaluation, review
                  and advice
                  in relation to use of Corn and/or any other grain products as they
                  relate
                  to the day-to-day operations of the
                  plant.

              


      

      


      
        	B.  	
                FCStone
                  shall provide HA with price risk management evaluation, review
                  and advice
                  in relation to use of Natural Gas and/or any other energy products
                  as they
                  relate to the day-to-day operation of the
                  plant.

              


      

      


      Such
        services to be summarized monthly/annually in a detailed report prepared
        by
        FCStone for the HA staff/board, and accordingly to their satisfaction in
        terms
        of content and accountability.

      


      
        	III.  	
                Internal
                  Risk Management Procedures:

              


      

      


      
        	A.  	
                Risk
                  management guidelines and controls.
                  Risk management recommendations regarding position limits, strategies,
                  credit exposure and volumes will be presented for HA
                  approval.

              


      

      


      
        	B.  	
                Assist
                  in Establishing Corporate Risk Policy - Assess Risk Profile - Define
                  Hedge
                  Objective.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      ECO
        Services - Ethanol

      


      Eco
        shall
        purchase the entire ethanol output of HA’s Plant on the following
        terms:

      


      
        	1.  	
                HA
                  can terminate contract if Eco does not pay within net 5 business
                  days of
                  Invoice, Bill of Lading (BOL), Return Bill of Lading (RBOL) and
                  Certificate of Analysis (COA).

              


      

      


      
        	2.  	
                Eco
                  will pay net 3 business days upon receipt of Invoice, BOL, RBOL,
                  and
                  COA.

              


      

      


      
        	3.  	
                HA
                  is responsible for any and all local, state and federal tax
                  liabilities.

              


      

      


      
        	4.  	
                Eco
                  will provide scheduling and marketing for ethanol
                  produced.

              


      

      


      
        	5.  	
                Eco
                  will be responsible for receivables risk on
                  ethanol.

              


      

      


      
        	6.  	
                Eco
                  reserves the right to refuse business to anyone due to credit or
                  market
                  risk.

              


      

      


      
        	7.  	
                HA
                  shall meet or exceed all specifications for E-grade denatured fuel
                  ethanol
                  as well as any changes in fuel ethanol industry standards that
                  might occur
                  after the execution of this
                  agreement.

              


      

      


      
        	8.  	
                HA
                  will keep Eco informed on production forecasts as well as daily
                  plant
                  inventory balances.

              


      

      


      
        	9.  	
                On
                  Rail car shipments title of ethanol will pass at the loading flange
                  between the plant and the Rail car unless otherwise specified.
                  On truck
                  shipments title of the ethanol will pass at the loading flange
                  between the
                  plant and the truck unless otherwise specified. Eco is purchasing
                  the
                  ethanol on a FOB HA plant basis.

              


      

      


      
        	10.  	
                HA
                  will provide a minimum of 10 days storage on the HA
                  site.

              


      

      


      
        	11.  	
                HA
                  must have meters that measure both gross and net 60 degrees Fahrenheit
                  temperature corrected gallons.

              


      

      


      
        	12.  	
                Eco
                  shall deduct all unavoidable costs such as government tariffs or
                  assessment fees, sales taxes, import/export handling fees, assessments,
                  inspection fees, or any other that has been approved by
                  HA.

              


      

      


      
        	13.  	
                Eco
                  will procure all Natural Gasoline (denaturant) for HA if HA so
                  wishes
                  otherwise HA could purchase the denaturant for the plant
                  themselves.

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      Eco
        Services - Transportation

       

      
        	1.  	
                Eco
                  will lease all railcars for HA. All leases will be in the name
                  of
                  Eco.

              


      

      


      
        	2.  	
                Eco
                  will estimate the number of railcars needed for HA. If HA chooses
                  to end
                  the contract, they will be responsible to take over all railcar
                  leases.

              


      

      


      
        	3.  	
                Eco
                  will negotiate rail rates on behalf of
                  HA.

              


      

      


      
        	4.  	
                All
                  rail contracts will be in the name of
                  HA.

              


      

      


      
        	5.  	
                HA
                  will invoice Eco for rail freight along with a copy of the actual
                  railroad
                  invoice. (This amount will be paid on a net 3 business days upon
                  receipt
                  of invoice.)

              


      

      


      
        	6.  	
                Eco
                  will purchase all (rail and truck) gallons on an FOB plant
                  basis.

              


      

      


      
        	7.  	
                Eco
                  will supply all trucks.

              


      

    

     

    
      
        
        

      

      
        9