exv10w8



 







Exhibit 10.8




OPTION

TO PURCHASE REAL ESTATE




     Reesman Investment Corporation, a Nebraska Corporation, GRANTOR, whether one or more, for
valuable consideration, hereby give and grant unto NEK-SEN Energy, LLC, GRANTEE, the option to
purchase the following described real estate situated in Richardson County, Nebraska:




Approximately 90 acres containing the NE1/4 NW1/4 of Section 17, Township 1 North,
Range 16, East of the 6th P.M., North of the railroad right of way line, the SE1/4
SW1/4 of Section 8, Township 1 North, Range 16, East of the 6th P.M., and that
portion of the SW1/4 SE1/4 South of the terrace line and West of the main ditch as
shown on the attached map;1st terrace west of the southeast cornerpost of the
adjoining 40 acres west of the Reesman Ranch. [/s/WHR]


on the following terms and conditions:




     1. Term. GRANTEE has paid to GRANTOR the sum of $5,000.00, the receipt of which is
hereby acknowledged for an option to purchase the above real estate until August 31, 2007. The
option payments shall be credited against the purchase price if the option is exercised.



     2. Exercise of Option. GRANTEE shall exercise the option by giving GRANTOR written
notice of its intent to purchase to GRANTOR, no later than August 31, 2007. Closing shall be
within 60 days of the exercise of the option but not later than October 31, 2007 unless otherwise
agreed to by the parties in writing.



     3. Purchase Price. The purchase price shall be the sum of $7,500.00 per acre as
surveyed. GRANTEE shall pay the balance of the purchase price, less credits for all option
payments to GRANTOR at closing, concurrently with delivery of the deed of conveyance from GRANTOR
to GRANTEE.



     4. Survey. GRANTEE shall at its expense have the property surveyed prior to the
exercise of the option and such surveyed description shall be substituted for the above description
of the real estate. Total purchase price shall be based upon the acres shown on said survey.



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     5. Conveyance. GRANTOR shall convey the real estate with marketable title to GRANTEE
by good and sufficient warranty deed, subject to existing roads and existing easements and rights
of way of record and visible easements. GRANTEE shall pay the cost of title work and deed
preparation. GRANTOR shall pay the cost of any document transfer tax. GRANTEE shall pay the cost
of recording the Deed.



     6. Possession. GRANTEE shall receive possession of the subject premises from GRANTOR
effective at closing.



     7. Taxes and Crop Expenses. GRANTOR shall pay all real estate taxes assessed for the
year immediately prior to the date of closing of the option and all prior years. The GRANTEE shall
pay all real estate taxes on the optioned portion of the property for the year in which the closing
occurs unless closing is after GRANTOR received the crop or arrangements are made for GRANTOR to
receive the crop in which case GRANTOR shall pay the real estate taxes for that year. If closing
is at a time during the year such that GRANTOR has incurred expenses for the crop, but has not
received its crop at the time of closing, GRANTEE shall reimburse GRANTOR for all such expenses,
and shall pay all real estate taxes for the year in which closing occurs. Cost shall be reimbursed
at actual expenses paid per acre on said land plus cost for field work per acre based on the most
recent edition of Nebraska Farm Custom Rates published by the University of Nebraska Cooperative
extension service.



     8. Title. GRANTEE shall obtain title insurance on the real estate at its expense. If
GRANTOR is unable to provide marketable title within a reasonable time GRANTEE may elect to accept
title in the condition it is in or cancel the contract and receive a complete refund of all option
payments made.



     9. Failure of Option. Failure of GRANTEE to give notice of exercising option to
purchase shall result in all payments made being retained by GRANTOR and all terms of this option
regarding future obligations of GRANTOR will expire under the terms of this option.



     10. No Encumbrance. GRANTEE will not encumber the land in anyway, so long as title is
in the GRANTOR.



     11. Notices. Any notice required hereunder shall be given to the parties hereto as
follows:



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	(a)

	 	TO GRANTOR:
	 	Reesman Investment Corporation
	 

	 	 	 	Ward H. Reesman, Jr.
	 

	 	 	 	6411 South 179th Street
	 

	 	 	 	Omaha, Nebraska 68135
	 
	 	 	 	 
	(b)

	 	TO GRANTEE:
	 	NEK-SEN Energy, LLC
	 

	 	 	 	Gary Edelman
	 

	 	 	 	2324 T Rd.
	 

	 	 	 	Sabetha, Kansas 66534






Either party may change the address for notice by written notice to the other party under the
provisions of this paragraph, and thereafter such amended address shall apply to any notices
hereunder.


     12. Access to Grantee During Option Period. GRANTOR hereby grants to GRANTEE, its
agents, representatives, contractors, and assigns access to the option property and so much of
GRANTOR’s adjoining property as is reasonably necessary during the option period for the purposes
of conducting surveys, soil borings and testing, test wells, engineering and architectural studies,
environmental studies, and any other test or study as may be needed by GRANTEE to determine whether
the site is suitable for the intended use. GRANTEE shall pay to GRANTOR reasonable damages to any
growing crops caused by such actions for the benefit of GRANTEE.



     13. Stock Purchase Option. As additional consideration for the purchase of the above
real estate GRANTEE grants to GRANTOR the Right to Purchase shares valued up to $200,000.00 of
NEK-SEN Energy, Inc. at its initial public offering price. This price is indented to be
approximately $1,000.00 per share. Such option shall be for a period of four (4) years from the
date of the initial offering. Initial purchase must be for at least $25,000.00. After initial
purchase, shares may be purchased one at a time. Purchases can be made at this price only until
this option expires or $200,000.00 of shares have been purchased. The stock purchase option shall
be assignable in whole or in part but any one shareholder shall be required to make an initial
purchase of $25,000.00. The stock purchase option shall be given at time of closing on the
purchase of the above real estate and is contingent upon GRANTEE exercising this option and closing
on said real estate purchase. These options are instantly exercisable. The owner of these options
has to be notified of any declared dividends prior to the dividend date. [/s/WHR]



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     14. 2032a Recapture. The parties recognize that be virtue of the real estate which
this option to purchase includes was a part of the Estate of Ward H. Reesman who died on May 19,
1997 and that his estate and heirs elected what is know as a Section 2032A special use valuation
election for Federal Estate Tax purposes and that if this option is exercised within the 10-year
recapture period measured from the descendents death that there will be owed to the Internal
Revenue Service an amount which is the excess of the estate tax liability that would have been
incurred had the special use valuation procedure not been used over the actual estate tax liability
based on the special use valuation. In other words, the maximum additional or “recapture” tax is
the amount that the special use valuation had saved the estate which is called the “adjusted tax
difference.” The additional tax on recaptured property is due on the day that is six months after
the recapture event (premature disposition of the property). GRANTEE agrees that if it exercises
its option to purchase that as part of the consideration here that it will additionally pay the
“adjusted tax difference” plus any interest thereon up to maximum of $30,000.00. GRANTOR agrees to
pay any amount over said $30,000.00. GRANTEE will receive in consideration therefore a release of
any IRS lien on the property. GRANTEE further agrees to pay all legal and accounting fees incurred
in obtaining the IRS Lien Release.



     15. Repurchase Right. If GRANTEE after exercise of the Option and prior to
commencement of construction determines not to go forward with the project for construction of an
ethanol plant, GRANTEE grants to GRANTOR the right to repurchase said property for the purchase
price of $3,000.00 per acre. GRANTOR must repurchase the entire property under this repurchase.
If GRANTEE gives Notice of GRANTEE’S intention not to commence construction to GRANTOR then GRANTOR
shall have 30 days to notify GRANTEE of its intent to repurchase the property and 90 days from the
date of the original Notice from GRANTEE to close the repurchase.



     16. Benefit. This option shall benefit and bind the parties hereto, their respective
heirs, personal representative and assigns. This option is assignable.



     Executed this 9th day of May ,2006.



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	REESMAN INVESTMENT CORPORATION,	 	NEK-SEN Energy, LLC, GRANTEE
	A Nebraska Corporation, GRANTOR	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ward H. Reesman
	 	By:
	 	/s/ Lonnie D. Goff	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	  Ward H. Reesman, Jr.	 	 	 	 	 	 	 	 
	 

	 	            President
	 	Title:
	 	Vice President	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	STATE
OF
NEBRASKA                             
	 	 	)	 	 	 
	 

	 	 	)	SS	 	 
	COUNTY OF RICHARDSON                     

	 	 	)	 	 	 





     The foregoing instrument was acknowledged before me on May 9, 2006, by Ward H.
Reesman, Jr., President of Reesman Investment Corporation, a Nebraska Corporation.





	 	 	 
	 
	 	 
	[Notary Stamp]
	 	 
	GENERAL NOTARY – State of Nebraska

	 	/s/ Sharon Gilmore
	 

	 	 
	SHARON GILMORE

	 	Notary Public
	My Comm. Exp. 4/17/2010
	 	 
	 
	 	 
	My Commission Expires:
	 	 
	 
	 	 
	April 17, 2010
	 	 
	 
	 	 





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	STATE
OF
KANSAS                             
	 	 	)	 	 	 
	 

	 	 	)	SS	 	 
	COUNTY
OF NEMAHA                     

	 	 	)	 	 	 







     The foregoing instrument was acknowledged before me on May 15, 2006, by Lonnie D.
Goff, of NEK-SEN Energy, LLC, a Kansas limited liability company.



	 	 	 
	 
	 	 
	[Notary Stamp]
	 	 
	NOTARY PUBLIC – State of Kansas

	 	/s/ Gerald L. Howard
	GERALD L. HOWARD

	 	Notary Public
	My Appt. Exp. April 5, 2010
	 	 
	 
	 	 
	My Commission Expires:
	 	 
	 
	 	 
	5 Apr 2010
	 	 
	 
	 	 





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