Revised January 12, 2009



Exhibit 10.4







Revised
January 12, 2009







THIS AGREEMENT
MADE IN DUPLICATION the 13th day of January, 2009.




BETWEEN:




UNITED WISCONSIN GRAIN PRODUCERS, LLC,

(herein
“UWGP)










-and-










JEFF
ROBERTSON,

(herein
“Robertson”)










 




EMPLOYMENT AGREEMENT

(herein
the “Agreement”)

 










Attorney
Lan Waddell

WADDELL OF COLUMBUS, S.C.

Post
Office Box 407

Columbus, WI 53925




Telephone:  (920) 623-1111

Fax No.:
 (920) 623-4011






Exhibit
10.4




THIS AGREEMENT
MADE IN DUPLICATE the 13th day of January, 2009




BETWEEN:







UNITED WISCONSIN GRAIN PRODUCERS, LLC,

(herein
“UWGP)




-and-




JEFF
ROBERTSON,

(herein
“Robertson”)







 

EMPLOYMENT AGREEMENT

(herein
the “Agreement”)







 

WHEREAS, UWGP desires to employ Robertson to provide
services to UWGP, and Robertson desires to provide such services to UWGP, upon
and subject to the terms and conditions hereafter set forth;

NOW, THEREFORE, in consideration of the premises and the
covenants and agreements herein contained, the parties hereto agree as
follows:

ARTICLE I – EMPLOYMENT, TERM AND RENEWAL

1.01  

Employment.  UWGP hereby employs Robertson as
its Chief Executive Officer.

1.02 

Term.  The term of this Agreement shall
commence on January 1, 2009 and terminate on December 31, 2011.

1.03

Renewal.  On or before June 30, 2011, UWGP
shall advise Robertson of its intention with respect to the possible further
employment of Robertson after December 31, 2011, and Robertson, within the same
time period, shall advise UWGP of his intentions in that regard.






Exhibit
10.4




ARTICLE II – DUTIES

2.01

Duties of Robertson.  Robertson shall well and
faithfully fulfill and perform such duties as reasonably requested by the Board
of Directors of UWGP.  Robertson shall devote to his employment the level
of care, diligence and skill expected of a Chief Executive Officer in his
position, and shall conduct himself at all times in the best interests of
UWGP.

2.02

Outside Activities.  Robertson shall be allowed
to engage in outside consulting and related activities provided that such
activities do not interfere with his responsibilities to UWGP and are outside of
a 50-mile radius of UWGP.  A general report of such activities will be made
to the Executive Committee on a quarterly basis.

2.03

Reporting.  Robertson shall report to the
President of UWGP at such times and in such form as shall be reasonably
requested.

2.04

Review.  It is agreed that annual performance
reviews of Robertson shall be conducted by the Board of Directors of UWGP, and
that the results of those reviews shall be discussed with Robertson.

2.05

Non-Disclosure.  Robertson shall not, during
the continuance of his employment with UWGP or at any time thereafter, directly
or indirectly, disclose confidential information of UWGP.

ARTICLE III – REMUNERATION AND BENEFITS

3.01

Remuneration.  Robertson’s annual salary shall
be $250,000.00 effective January 1, 2009.

3.02

Incentive Program.  Robertson shall be a
participant in the UWGP incentive program approved by the UWGP Board of
Directors and his rate and weighting on profitability shall be 50% rather than
75% for the new contract period.  Robertson shall be eligible to receive







Exhibit
10.4




prorated portions of such calculated amounts if he should leave
his employment with UWGP or if he is removed from such employment without
cause.

3.03

High Earnings Reward Program.  Robertson shall
be provided an additional bonus equal to 2% of earnings over 125% of Target
EBITDA (herein “Stretch Target EBITDA”) as presented in the Christianson
Forecast on page 48 of Section 3 of the original Bankers’ Book.  This bonus
shall accrue and be paid based on calendar year profits.  Robertson shall
be eligible for prorated portions of this HER under the same conditions defined
under 3.02 above.  Robertson shall be eligible to be advanced up to 50% of
the projected bonus as of September 30th of each year, with payment
made following the filing of third quarter QSB.

3.04

Payments.  Payment shall be in bi-weekly
installments, in arrears, for the period commencing January 1, 2009, with the
first such payment being January 15, 2009, subject to deductions as required
pursuant to Paragraph 3.05 herein.

3.05

Deductions and Withholdings.  UWGP shall be
entitled to make such deductions and withholdings from Robertson’s salary as are
by law required to be made and as may be required by Robertson’s participation
in any of UWGP’s benefit plans.

3.06

Benefits.  Robertson shall have the right to
participate in such health and dental insurance plans, 401(k) plans and
disability benefit plans as are available to other employees of UWGP.  The
cost of such benefits shall be allocated to Robertson and UWGP in the same
manner as for all other employees.

3.07

Convention Allowance.  Robertson shall be
entitled to attend two (2) conventions of industry interest annually which
require absences of not more than a total of eight (8) calendar days in each
year.  UWGP shall reimburse Robertson for costs in attending such
conventions.






Exhibit
10.4




3.08

Vacation.  In addition to the Convention
Allowance referred to above, Robertson shall be entitled to four (4) weeks of
paid annual leave in each year of employment during the term of this Agreement,
at times agreed upon with the President of UWGP.  It is agreed that such
vacation leave shall be taken in each contract year and shall not be capable of
accumulation unless expressly agreed otherwise by UWGP.

3.09

Membership.  UWGP shall pay for a corporate
golf membership, the cost of which shall be subject to approval by the UWGP
Compensation Committee.

ARTICLE IV – TERMINATION

4.01

Termination by UWGP.  The employment of
Robertson may be terminated by UWGP during the initial term or any renewal term
of this Agreement for the following reasons:

(a)

Just cause; or

(b)

The death or long-term disability of Robertson

In the
event of termination pursuant to this Paragraph 4.01, Robertson’s salary shall
be prorated to the date of termination, and there shall be no further monies
payable as salary, termination payment, severance, damages, or otherwise.

4.02

Termination by UWGP-Other.  The employment of
Robertson may be terminated by UWGP during the initial term or any renewal term
of this Agreement for other than just cause by UWGP providing to Robertson
twelve (12) months’ advance written notice of such termination or by the payment
by UWGP to Robertson of salary and the value of benefits for six (6) months plus
bonuses earned through the date of termination, or, at the option of UWGP, by a
combination of such notice and payment, not to exceed six (6) months in total.
 Salary shall be paid based on an annual rate of $250,000.00.

4.03

Protection of Sale of UWGP.  If there is a sale
of the assets of UWGP and the purchaser does not assume this contract or
negotiate a new contract acceptable to Robertson, 






Exhibit
10.4




then
Robertson shall receive the termination benefits set forth at 4.02 above.
 In addition, in the event of a sale of the assets of UWGP and if Robertson
continues in full employment by UWGP until released by the Board of Directors,
then Robertson shall receive $200,000.00 in addition to the benefits set forth
at 4.02 above.

ARTICLE V – MISCELLANEOUS PROVISIONS

5.01

Amendment by Consent.  The parties may, by
mutual consent at any time, amend or vary the provisions of this Agreement, and
such amendment or variation shall be evidenced by a written addendum to this
Agreement to be signed by both parties hereto.

5.02

United States Currency.  All reference to
remuneration, money, currency, or payment herein is in United States
currency.

5.03

Governing Law.  The provisions of this
Agreement shall be construed and interpreted in accordance with and governed by
the laws of the State of Wisconsin.

5.04

Inurement.  This Agreement shall be binding
upon the parties hereto and their respective executors, administrators,
successors and assigns, but this Agreement may not be assigned by either
party.

5.05

Counterparts and Facsimile.  This Agreement may
be executed in any number of counterparts, each of which when executed and
delivered shall be deemed to be an original, and such counterparts together
shall constitute one and the same agreement.  The delivery of a facsimile
copy of an executed counterpart of this Agreement shall be deemed to be valid
execution and delivery of this Agreement, but the party delivering a facsimile
copy shall deliver an original copy of this Agreement as soon as possible after
delivering the facsimile copy.

5.06

Independent Advice.  Robertson confirms that
the within Agreement is executed by him voluntarily and that he has obtained
independent legal advice.






Exhibit
10.4




5.07

Full Agreement.  The within Agreement contains
all of the terms and conditions of the agreement between the parties hereto
relating to the employment of Robertson by UWGP, and there are no further
representations or conditions not contained herein.

DATED at Friesland, Wisconsin, the 13th day of
January, 2009.




SIGNED, SEALED AND DELIVERED

)

in the presence of:

)

)

)

/s/ Jeff Robertson

Witness

JEFF ROBERTSON







UNITED WISCONSIN GRAIN

PRODUCERS, LLC




By:

/s/ William Herrmann

      William Herrmann,
President




Post Office Box 247

Friesland, WI 53935

(920) 348-5016










SUBJECT TO APPROVAL
BY UWGP BOARD