**Exhibit 10.52**Execution Version**FIRST UNITED ETHANOL, LLC.****NON-QUALIFIED MEMBERSHIP UNIT OPTION AGREEMENT**MEMBERSHIP UNIT OPTION for a total of                      Membership Units, representing one percent (1%)of the outstanding Membership Units, measured as of the close of the federally registered offeringof Membership Units on Form SB-2, of First United Ethanol, LLC (the “Company”) is by thisMembership Unit Option Agreement and Grant Notice (the “Agreement”) hereby granted to Anthony Flagg(the “Optionee”) subject in all respects to the terms and provisions of the First United Ethanol,LLC Membership Unit Option Plan (the “Plan”), dated April 11, 2007, which has been adopted by theCompany and is incorporated herein by reference.**A****.****Grant Under First United Ethanol, LLC Membership Unit OptionPlan**. This option is granted pursuant to and is governed by the First United Ethanol, LLC2007 Membership Unit Option Plan (the “Plan”) and, unless the context otherwise requires, termsused herein shall have the same meaning as in the Plan. This Agreement shall be effective as ofthe 10 day of June, 2007, and such date shall constitute the Grant Date of the Option grantedhereunder. Capitalized terms used but not defined herein shall have the meanings prescribed tosuch terms in the Plan. Determinations made in connection with this option pursuant to the Planshall be governed by the Plan as it exists on the Grant Date under this Agreement.**B.****Grant as Non-Qualified Option; Other Option****.**This option is intended to be a non-qualified membership option (rather than an incentivemembership unit option). This option is in addition to any other options heretofore or hereaftergranted to the Optionee by the Company (as defined in the Plan), but a duplicate original of thisinstrument shall not effect the grant of another option.**C.****Price;****Exercisability of Option; Vesting****.****1. Price.**The Option Price as determined by the Committee is One Thousand Dollars ($1,000.00)per Membership Unit.**2. Full Exercisability.**This option may be exercised at any time and from time to time forall or any portion of the Option Units, except that this option may not be exercised for a fractionof a unit. The foregoing right (subject to Sections D or E hereof if the Optionee ceases to beemployed by the Company) may be exercised on or before the date which is ten years from the GrantDate. Option Units which are “Unvested Units,” as specified in paragraph (3) below, shall, ifpurchased, be subject to the Company’s Repurchase Option described in Section F unless and untilthey become “Vested Units” in accordance with paragraph (3) below. As of any date, the Option Unitsissued upon the exercise of this option on or before such date (the “Issued Units”) shall first bedeemed to be Vested Units up to the number of Option Units that are Vested Units under Section C(2)above as of such date and any Issued Units in excess of the number of Vested Units as of such dateshall be deemed to be Unvested Units. The term “Option Units” used without reference to eitherUnvested Units or Vested Units shall mean both Unvested Units and Vested Units, withoutdistinction.**2. Vesting.**All of the Option Units initially shall be Unvested Units. For so long as theOptionee maintains a continuous service to the Company as an employee (a “Business Relationship”),Unvested Units (whether or not previously purchased) shall become Vested Units (or shall “vest”)and the Optionee may exercise this Option, in accordance with the following schedule:
 
 

 
Execution Version(i) During calendar year 2007, zero percent (0%) of the Membership Units subject to thisOption.(ii) During calendar year 2008, eight percent (8%) per calendar quarterof the Membership Units subject tothis Option, such Membership Units to vest on the last day ofeach respective calendar quarter.(iii) During calendar year 2009, eight percent (8%) per calendar quarter of the MembershipUnits subject to this Option, such Membership Units to vest on the last day of each respectivecalendar quarter.(iv) During calendar year 2010, eight percent (8%) per calendar quarter of the MembershipUnits subject to this Option for the first three calendar quarters, such Membership Units to veston the last day of each respective calendar quarter. The remaining twelve percent (12%) of theMembership Units subject to this Option shall vest on the last day of the fourth calendar quarter.In addition, in the event the Company’s Repurchase Option becomes exercisable pursuant to Section Fbelow, and the Company elects not to exercise its option for the repurchase of any or all of theUnvested Units, then upon the expiration of the Repurchase Option Period (as defined in Section F),any and all Option Units not repurchased by the Company shall become Vested Units. The Committeemay, in its discretion, accelerate any of the foregoing vesting dates.**3. Accelerated Vesting of Unvested Units Upon Termination Without Cause Within First Year ofEmployment.**If the Optionee’s Business Relationship is terminated by the Company or its successoror assign without Cause (as defined in Section D(1)) within sixteen months after the Vesting StartDate, then immediately prior to such termination, a number of units as is equal to 8% of suchOptionee’s Option Units shall be deemed Vested Units for purposes of this Agreement.**4. Accelerated Vesting of Unvested Units Upon Change in Control.**In the event of a Change ofControl of the Company prior to the year 2011, the Optionee’s rights to exercise this Option shallimmediately become fully vested and the Optionee shall have the right, immediately prior to suchChange of Control, to exercise this Option in full or in part.Notwithstanding any other provision of this Agreement, the Optionee shall exercise this Option onlyto the extent that, when combined with all other applicable employee remuneration, any exercise ofthis Option does not result in the inclusion of total remuneration for services exceeding onemillion dollars ($1,000,000.00) in the gross income of the Optionee in any taxable year. The totalremuneration dollar limitation shall be adjusted from time to time to reflect the allowablededuction limitation provided in Section 162(m) of the Code. If otherwise allowed by thisAgreement and the Plan, any exercise of this Option that would result in the inclusion ofapplicable employee remuneration exceeding one million dollars ($1,000,000.00) in the gross incomeof the Optionee in any taxable year shall be deferred until the taxable year immediately followingthe taxable year in which any exercise of this Option is disallowed by this paragraph.**5. Definitions**. For purposes of this Section C, the term “*Change in Control*” shall mean (i)the effective time of a consolidation of the Company with, or merger of the Company with or into,another corporation or other business organization in which the units of the Company are convertedinto or otherwise exchanged for less than fifty percent (50%) of the units of a resulting orsurviving corporation that is not an affiliate of the Company, (ii) the closing of a sale orconveyance of all or substantially all of the assets of the Company to another corporation orbusiness organization that is not an affiliate of the Company, or (iii) an acquisition in atransaction or a series of related transactions by anon-affiliated person or group (as defined in Rule 13d-5(b)(1) of the Securities Exchange Act of1934, as amended) of more than a majority of the outstanding units of the Company. For purposes ofthis paragraph, the term “affiliate” shall have the same meaning as the definition set forth inRule 405 of the Securities Act of 1933.
 
 

 
Execution Version**D.****Termination of Business Relationship****.****1. Termination Other Than For Cause.**If the Optionee’s Business Relationship with theCompany terminates, other than by reason of death or disability as defined in Section E ortermination for Cause as defined in Section D(3), vesting of Unvested Units shall immediatelycease, this option shall terminate (may no longer be exercised) immediately as to any UnvestedUnits and may be exercised only as to any Option Units that are Vested Units on the date oftermination of the Optionee’s Business Relationship. This option may then be exercised only as toany Option Units that are Vested Units as of such termination date on or prior to the date which is90 days after the date of termination of the Optionee’s Business Relationship (but not later thanthe scheduled expiration date). In the event of termination of the Optionee’s BusinessRelationship, the Repurchase Option described in Section F shall also be applicable. For purposeshereof, a Business Relationship shall be considered as continuing uninterrupted during any bonafide leave of absence (such as those attributable to illness, military obligations or governmentalservice); PROVIDED that the period of such leave does not exceed 90 days or, if longer, any periodduring which the Optionee’s right to reemployment is guaranteed by statute or by contract. A bonafide leave of absence with the written approval of the Company shall not be considered aninterruption of the Business Relationship for purposes hereof; PROVIDED that such written approvalcontractually obligates the Company to continue the Business Relationship of the Optionee after theapproved period of absence. This option shall not be affected by any change of BusinessRelationship within the Company so long as the Optionee continuously maintains its BusinessRelationship with the Company.**2. Termination For Cause.**If the Business Relationship of the Optionee is terminated forCause (as defined in Section D(3)), this option shall terminate (may no longer be exercised) as toany Vested Units and Unvested Units upon the Optionee’s receipt of written notice of suchtermination. In the event of termination of the Optionee’s Business Relationship, the RepurchaseOption described in Section F shall also be applicable.**3. Definition of Cause.**"*Cause*” shall mean conduct involving one or more of the following:(i) the substantial and continuing failure of the Optionee, after notice thereof, to renderservices to the Company in accordance with the terms or requirements of his Business Relationship;provided, however, that any actions taken in good faith, based on appropriate information andcarried out with the honest belief that the action taken was in the best interests of the Companyshall not, regardless of the actual or perceived results of such actions, be deemed grounds forCause as herein defined; (ii) disloyalty, gross negligence, willful misconduct, dishonesty, fraudor breach of fiduciary duty to the Company; (iii) deliberate disregard of the rules or policies ofthe Company, or breach of an employment or other agreement with the Company, which results indirect or indirect loss, damage or injury to the Company; (iv) the unauthorized disclosure of anytrade secret or confidential information of the Company; or (v) the commission of an act whichconstitutes unfair competition with the Company or which induces any customer or supplier to breacha contract with the Company.
 
 

 
Execution Version**E. ****Death; Disability****.****1. Death.**If the Optionee dies while in a Business Relationship with the Company, vesting ofUnvested Units shall immediately cease. In such event, this option may be exercised only as to anyOption Units that are Vested Units on the date of the Optionee’s death, by the Optionee’s estate,personal representative or beneficiary to whom this option has been assigned pursuant to Section J,and this option may be exercised only on or prior to the date which is 180 days after the date ofdeath (but not later than the scheduled expiration date). In the event of death, the RepurchaseOption described in Section F shall also be applicable.**2. Disability.**If the Optionee ceases its Business Relationship with the Company by reason ofhis or her disability, vesting of Option Units shall immediately cease; this option may beexercised only as to any Option Units that are Vested Units on the date of termination of theOptionee’s Business Relationship; and this option may be exercised only on or prior to the datewhich is 12 months after the date of termination of the Optionee’s Business Relationship (but notlater than the scheduled expiration date). In the event of such termination of BusinessRelationship, the Repurchase Option described in Section F shall also be applicable. For purposeshereof, “disability” means “permanent and total disability” as defined in Section 22(e)(3) of theCode.**F. ****Repurchase Option****.**In the event of any voluntary or involuntarytermination of the Optionee’s Business Relationship with the Company for any or no reason,including by reason of death or disability, the Company shall, upon and from the date of suchtermination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive,assignable option (the “Repurchase Option”) for a period of ninety (90) days following thetermination of such Business Relationship (the “Repurchase Option Period”) to repurchase all or anyportion of the Unvested Units held by the Optionee at the original purchase price per unit paid bythe Optionee. Such option may be exercised by the Company by sending written notice to theOptionee, which notice shall specify the number of Unvested Units being so repurchased and whichnotice shall be accompanied by the Company’s check for the purchase price of those units. Upon thesending of such notice and check, the Company shall become the legal and beneficial owner of theUnvested Units being repurchased and all rights and interests therein or relating thereto, and theCompany shall have the right to retain and transfer to its own name the number of Unvested Unitsbeing repurchased by the Company.**G.****Payment of Exercise Price****.****1. Payment Options.**The exercise price shall be paid by one or any combination of thefollowing forms of payment:(i) in cash, or by check payable to the order of the Company; or(ii) delivery of an irrevocable and unconditional undertaking, satisfactory in form andsubstance to the Company, by a creditworthy broker to deliver promptly to the Company sufficientfunds to pay the exercise price, or delivery by the Optionee to the Company of a copy ofirrevocable and unconditional instructions, satisfactory in form and substance to the Company, to acreditworthy broker to deliver promptly to the Company cash or a check sufficient to pay theexercise price.**H.****Restrictions on Resale; Legend****.****1. Transfer Restrictions.**(i) **Unvested Units.**The Optionee agrees not to sell, assign, transfer, pledge, hypothecate,gift, mortgage or otherwise encumber or dispose of (except to the Company or any successor to theCompany) all or any Unvested Units or any interest therein, and any Unvested Units purchasedupon exercise of this option shall be held in escrow by the Company in accordance with the terms ofSection R below unless and until they become Vested Units.
 
 

 
Execution Version(ii) **Vested Units.**Option Units that are Vested Units may not be transferred without theCompany’s written consent except by will, by the laws of descent and distribution and in accordancewith the provisions of Section P, if applicable.(iii) **Securities Act Restrictions.**Option Units will be of an illiquid nature and will bedeemed to be “restricted securities” for purposes of the Securities Act of 1933, as amended (the“Securities Act”). Accordingly, such units must be sold in compliance with the registrationrequirements of the Securities Act or an exemption therefrom. Each certificate evidencing any ofthe Option Units shall bear a legend substantially as follows:“The units represented by this certificate are subject to restrictions on transfer and maynot be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of exceptin accordance with and subject to all the terms and conditions of a certain Non-QualifiedMembership Unit Option Agreement, a copy of which the Company will furnish to the holder ofthis certificate upon request and without charge.”**2. Termination of Restrictions.**The restrictions on transfer contained in Section H(1)(ii)(including without limitation the provisions of Section P) shall expire as to Option Units on theoccurrence of a distribution to the public of membership units of the Company pursuant to aneffective registration statement filed under the Securities Act or any successor statute (a “PublicOffering”).**I. ****Method of Exercising Option****.**Subject to the terms and conditions of thisAgreement, this option may be exercised by written notice to the Company at its principal executiveoffice, or to such transfer agent as the Company shall designate. Such notice shall state theelection to exercise this option and the number of Option Units for which it is being exercised andshall be signed by the person or persons so exercising this option. Such notice shall beaccompanied by payment of the full purchase price of such units, and the Company shall deliver acertificate or certificates representing such units as soon as practicable after the notice shallbe received. Such certificate or certificates shall be registered in the name of the person orpersons so exercising this option (or, if this option shall be exercised by the Optionee and if theOptionee shall so request in the notice exercising this option, shall be registered in the name ofthe Optionee and another person jointly, with right of survivorship). In the event this optionshall be exercised, pursuant to Section E hereof, by any person or persons other than the Optionee,such notice shall be accompanied by appropriate proof of the right of such person or persons toexercise this option.**J. ****Option Not Transferable****.**This option is not transferable or assignableexcept by will or by the laws of descent and distribution. During the Optionee’s lifetime only theOptionee can exercise this option.**K. ****No Obligation to Exercise Option****.**The grant and acceptance of this optionimposes no obligation on the Optionee to exercise it.**L. ****No Obligation to Continue Business Relationship****.**Neither the Plan, thisAgreement, nor the grant of this option imposes any obligation on the Company to continue theOptionee in the Business Relationship.
 
 

 
Execution Version**M. ****Adjustments****.**Except as is expressly provided in the Plan with respect tocertain changes in the capitalization of the Company, no adjustment shall be made for distributionsor similar rights for which the record date is prior to such date of exercise.**N. ****Capital Changes and Business Successions****.**The Plan contains provisionscovering the treatment of options in a number of contingencies such as unit splits and mergers.Provisions in the Plan for adjustment with respect to units subject to options and the relatedprovisions with respect to successors to the business of the Company are hereby made applicablehereunder and are incorporated herein by reference.**O. Withholding Taxes,****Section 83(b)****Election.****1. Withholding Taxes.**If the Company in its discretion determines that it is obligated towithhold any tax in connection with the exercise of this option, or in connection with the transferof, or the lapse of restrictions on, any Membership Unit or other property acquired pursuant tothis option, the Optionee hereby agrees that the Company may withhold from the Optionee’s wages orother remuneration the appropriate amount of tax. At the discretion of the Company, the amountrequired to be withheld may be withheld in cash from such wages or other remuneration or in kindfrom the Membership Unit or other property otherwise deliverable to the Optionee on exercise ofthis option. The Optionee further agrees that, if the Company does not withhold an amount from theOptionee’s wages or other remuneration sufficient to satisfy the withholding obligation of theCompany, the Optionee will make reimbursement on demand, in cash, for the amount underwithheld.**2. Section ****83(b)****Election.**The Optionee acknowledges that if this option is exercised as toany Unvested Units, such Unvested Units may be treated as subject to a substantial risk offorfeiture under Section 83(b) of the Code. In such event, the Optionee may make an election underSection 83(b) to include in income currently the difference between the fair market value of suchUnvested Units and the exercise price. If the Optionee does not make such an election, the Optioneeunderstands that he or she will recognize income at the time such Unvested Units become VestedUnits. The Optionee agrees to consult with his or her own tax advisor prior to the exercise of thisoption for Unvested Units.**P.****Company’s Right of First Refusal****.****1. Exercise of Right.**If the Optionee desires to transfer all or any part of the Vested Unitsto any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing anirrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from theOfferor; and (ii) give written notice (the “Option Notice”) to the Company setting forth theOptionee’s desire to transfer such units, which Option Notice shall be accompanied by a photocopyof the Offer and shall set forth at least the name and address of the Offeror and the price andterms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable optionto purchase any or all of such Vested Units (the “Company Option Units”) specified in the OptionNotice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice,a written counter-notice to the Optionee. If the Company elects to purchase any or all of suchCompany Option Units, it shall be obligated to purchase, and the Optionee shall be obligated tosell to the Company, such Company Option Units at the price and terms indicated in the Offer within30 days from the date of delivery by the Company of such counter-notice.
 
 

 
Execution Version**2. Sale of Option Units to Offeror.**The Optionee may, for 60 days after the expiration of the30-day option period as set forth in Section P(1), sell to the Offeror, pursuant to the terms ofthe Offer, any or all of such Company Option Units not purchased or agreed to be purchased bythe Company or its assignee; PROVIDED, HOWEVER, that the Optionee shall not sell such Option Unitsto such Offeror if such Offeror is a competitor of the Company and the Company gives written noticeto the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optioneeshall not sell his or her Option Units to such Offeror; and PROVIDED, FURTHER, that prior to thesale of such Option Units to an Offeror, such Offeror shall execute an agreement with the Companypursuant to which such Offeror agrees to be subject to the restrictions set forth in this SectionP. If any or all of such Option Units are not sold pursuant to an Offer within the time permittedabove, the unsold Option Units shall remain subject to the terms of this Section P.**3. Failure to Deliver Option Units.**If the Optionee fails or refuses to deliver on a timelybasis duly endorsed certificates representing Company Option Units to be sold to the Company or itsassignee pursuant to this Section P, the Company shall have the right to deposit the purchase pricefor such Company Option Units in a special account with any bank or trust company, giving notice ofsuch deposit to the Optionee, whereupon such Company Option Units shall be deemed to have beenpurchased by the Company. All such monies shall be held by the bank or trust company for thebenefit of the Optionee. All monies deposited with the bank or trust company but remainingunclaimed for two years after the date of deposit shall be repaid by the bank or trust company tothe Company on demand, and the Optionee shall thereafter look only to the Company for payment.**4. Expiration of Company’s Right of First Refusal and Transfer Restrictions.**The firstrefusal rights of the Company (or any of its assignees) and the transfer restrictions set forth inSection P(1)-(3) above shall remain in effect until the occurrence of a Public Offering.**Q. ****Lock-Up Agreement****.**The Optionee agrees that in connection with anyunderwritten public offering of Membership Units, upon the request of the Company or the principalunderwriter managing such public offering, the Option Units may not be sold, offered for sale orotherwise disposed of without the prior written consent of the Company or such underwriter, as thecase may be, for at least 180 days after the execution of an underwriting agreement in connectionwith such offering, or such longer period of time as the Committee may determine if all of theCompany’s directors and executive officers agree to be similarly bound. The obligations under thisSection Q shall remain effective for all underwritten public offerings with respect to which theCompany has filed a registration statement on or before the date two (2) years after the closing ofthe Company’s initial public offering; PROVIDED, HOWEVER, that this Section Q shall cease to applyto any Option Units sold to the public pursuant to an effective registration statement or anexemption from the registration requirements of the Securities Act in a transaction that compliedwith the terms of this Agreement.**R.****Escrow of Unvested Units****.****1. **If this option is exercised as to any Unvested Units, such Unvested Units shall be issuedin the name of the Optionee, but shall be held in escrow by the Company, acting in the capacity ofescrow agent, together with an unit assignment executed by the Optionee with respect to suchUnvested Units.**2. **With respect to any Unvested Units held in escrow that become Vested Units, the Companyshall promptly issue a new certificate for the number of units that have become Vested Units andshall deliver such certificate to the Optionee and shall retain in escrow a new certificate for anyremaining Unvested Units in exchange for the all or the relevant portion of the applicablecertificate then being held by the Company as escrow agent.
 
 

 
Execution Version**3. **Subject to the terms hereof, the Optionee shall have all the rights of a unitholder withrespect to the Unvested Units while they are held in escrow, including without limitation, theright to vote the Unvested Units and receive any cash distributions declared thereon.**4. **The Company may terminate this escrow at any time. The Company may also appoint anotherentity to serve as escrow agent hereunder, in which event the Optionee agrees to execute alldocuments requested by the Company in connection therewith.**S. ****Provision of Documentation to Optionee****.**By signing this Agreement, theOptionee acknowledges receipt of a copy of this Agreement and a copy of the Plan.**T.****Miscellaneous****.****1. Notices.**All notices hereunder shall be in writing and shall be deemed given when sent bycertified or registered mail, postage prepaid, return receipt requested, if to the Optionee, to theaddress set forth below or at the address shown on the records of the Company, and if to theCompany, to the Company’s principal executive offices, attention of the Corporate Secretary.**2. Entire Agreement; Modification.**This Agreement constitutes the entire agreement betweenthe parties relative to the subject matter hereof, and supersedes all proposals, written or oral,and all other communications between the parties relating to the subject matter of this Agreement.This Agreement may be modified, amended or rescinded only by a written agreement executed by bothparties.**3. Issuance of Securities.**Except as expressly provided herein or in the Plan, no issuance bythe Company of membership units shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of units subject to this option.**4. Adjustments for Changes in Capital Structure.**If there shall be any change in theMembership Units of the Company through merger, consolidation, reorganization, recapitalization,unit split, combination or exchange of units, spin-off, split-up or other similar change incapitalization or event, the restrictions and other provisions contained in Section C, Section F,Section H, Section P, Section Q and Section R shall apply with equal force to additional and/orsubstitute securities, if any, received by the Optionee in exchange for, or by virtue of his or herownership of, Option Units, except as otherwise determined by the Committee.**5. Severability.**The invalidity, illegality or unenforceability of any provision of thisAgreement shall in no way affect the validity, legality or enforceability of any other provision.**6. Successors and Assigns.**This Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns, subject to the limitations setforth in Section J hereof.**7. Compliance with Securities Laws.**This Option may not be exercised if the issuance ofMembership Units of the Company upon such exercise would constitute a violation of any applicablefederal or state securities or other law or valid regulation. The Optionee, as a condition to hisexercise of this Option, represents to the Company that the Membership Units of the Company that heacquires under this Option are being acquired by him for investment and not with a present view todistribution or resale, unless counsel for the Company is then of the opinion that such arepresentation is not required under the Securities Act of 1933 or any other applicable law,regulation or rule of any governmental agency.
 
 

 
Execution Version**8. Severability.**If any provision of this Agreement shall be held to be invalid orunenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.If a court finds that any provision of this Agreement is invalid or unenforceable, but that bylimiting such provision it would become valid and enforceable, then such provision shall be deemedto be written, construed, and enforced as so limited.**9. Waiver.**The failure of either party to enforce any provision of this Agreement shall notbe construed as a waiver or limitation of that party’s right to subsequent enforcement and strictcompliance with every provision of this Agreement.**10. Governing Law.**This Agreement shall be governed by and interpreted in accordance with thelaws of Georgia, without giving effect to the principles of the conflicts of laws thereof.**11. Dispute Resolution.**The parties agree to arbitrate any dispute, claim or controversyarising out of this Agreement. The arbitration shall be conducted in Camilla, Georgia and shall beadministered by Henning Mediation and Arbitration Services and governed by Georgia law. Theparties agree to cooperate in reasonable, prompt and limited discovery prior to presentation of thecase to the Arbitrator. The Arbitrator’s decision shall be in writing and shall set forth findingsof fact and reasoning on conclusions regarding the issues submitted. The Arbitrator shall notamend, modify, nullify, ignore or add to the provisions of this Agreement. The Arbitrator’sdecision shall be binding on the parties and may be confirmed and entered as final judgment in anycourt of competent jurisdiction and enforced accordingly. All costs and expenses of the Arbitratorshall be borne equally by the parties. Any other expenses incurred by the parties shall be paid bythe party incurring same.**12. Optionee’s Acknowledgement.**The Optionee acknowledges receipt of a copy of the Plan, acopy of which is annexed hereto, and represents that he is familiar with the terms and provisionsthereof. The Optionee hereby accepts this Option subject to all the terms and provisions of thePlan and this Agreement. As a condition to the issuance of Membership Units of the Company underthis Option, the Optionee agrees to be bound by the terms, conditions and restrictions contained inthe Company’s Operating Agreement as it may be amended from time to time, including but not limitedto Section 9 thereof. The Optionee hereby agrees to accept as binding, conclusive and final alldecisions and interpretations of the Committee upon any questions arising under the Plan. As acondition to the issuance of Membership Units of the Company under this Option, the Optionee agreesto remit to the Company at the time of any exercise of this Option any taxes required to bewithheld by the Company under federal, state or local law as a result of the exercise of thisOption.The Optionee acknowledges that any Membership Units acquired pursuant to the exercise of thisOption will be governed by the terms and conditions of the Company’s Operating Agreement, which theOptionee accepts and by which the Optionee agrees to be legally bound. The Optionee represents andhas been informed that the Membership Units which may be issued pursuant to an exercise of thisOption cannot be sold to a person who is not a member of the Company purchasing Membership Unitsfor the purpose of investment and not for resale for a period of twelve months after the exerciseof this option in full or in part. The Optionee hereby acknowledges that following the exercise ofthis Option the Company may refuse to transfer any Membership Units to any person unless (i) theOptionee furnishes the Company with a no action letter from the Securities and Exchange Commissionor an opinion of counsel acceptable to the Company stating that such transfer is not in violationof the Securities Act of 1933 or state securities laws and will not violate any of the exemptionsfrom federal and state securities registration relied upon by the Company, and (ii) the transfer ismade in accordance with the terms of the Company’s Operating Agreement. The Optionee agrees thatin the event this Option is exercised,appropriate legends may be placed on the membership certificate evidencing ownership of MembershipUnits to give notice of the restrictions set forth in this Agreement.
 
 

 
Execution VersionThe Optionee represents and has been informed that any securities issued pursuant to an exercise ofthis Option have not been registered with the Securities and Exchange Commission or any statesecurities commission, that the Company will rely upon certain exemptions from registration underthe Securities Act of 1933 and that the Company’s reliance on such exemptions will be based in partupon the representations of the Optionee contained herein. The Optionee acknowledges that he hasbeen informed that the Membership Units issued pursuant to an exercise of this Option have not beenapproved or disapproved by the Securities and Exchange Commission or any state securities agency orany other regulatory authority. The Optionee represents and warrants that upon the exercise ofthis Option, the Membership Units being acquired will be acquired for the Optionee’s own accountwithout a view to public distribution or resale and that the Optionee has no contract, undertaking,agreement or arrangement to sell or otherwise transfer or dispose of any Membership Units or anyportion thereof to any other person. The Optionee understands that the Membership Units issuedpursuant to the exercise of this Option are subject to substantial restrictions on transfer underthe federal and state securities laws, which restrictions are in addition to certain otherrestrictions set forth in the Company’s Operating Agreement. The Optionee understands that (i) inthe event this Option is exercised the Company has no obligation or intention to register anyMembership Units issued for resale or transfer under the Securities Act of 1933 or any statesecurities laws or to take any action (including the filing of reports or the publication ofinformation as required by Rule 144 under the Securities Act of 1933) which would make availableany exemption from the registration requirements of any such laws and (ii) the Optionee thereforemay be precluded from selling or otherwise transferring or disposing of any Membership Units or anyportion thereof for an indefinite period of time or at any particular time.             Chief Financial Officer   First United Ethanol, LLC             By: /s/ Larry Kamp     By: /s/ Harris Morgan                 Larry Kamp       Harris Morgan, Chairman of        12/18/07   Compensation Committee