Exhibit 10.17


 


CONSULTING AGREEMENT


 


THIS AGREEMENT made and
entered into this               day
of April, 2006, by and between Ethanol Grain Processors, LLC (“Company”) and
Thomas D. Williamson, DBA Transportation Consultants Co. (“Consultant”) for
rail transportation consulting work.


 


1.     SERVICES. Company hereby employs Consultant to perform
the following services in accordance with the terms and conditions set forth in
this Agreement: 


 


SERVICES:


A.            Advise Company and negotiate on behalf of
Company an agreement with CN Railroad (“CN”) covering rail service to Company’s
proposed ethanol plant site near Obion, Tennessee, including but not
necessarily limited to receiving rail com and shipping ethanol and DDG via rail
to U.S. markets.


B.            Advise Company and negotiate on behalf of
Company an industry track agreement with CN for rail trackage to the ethanol
plant site, including but not necessarily limited to the installation of
switch(s) off rail “main” line and track on Company’s property.


C.            Negotiate corn rail rates or rate spreads on
inbound trains.


D.            Negotiate railroad rates/rate spreads for
ethanol and DDG. Negotiate ethanol and DDG rates with CN to interchange points
with CSXT, NS, BNSF and UP and with these carriers as necessary.


E.             Advise Company on other issues as necessary
or requested.


F.              Advise Company and/or negotiate on behalf of
Company to obtain leased railroad tank cars, leased DDG hopper cars and a
switch engine or Trackmobile for movement of railcars as requested.


 


2.     TERM. This Agreement will commence immediately
upon signing, and will continue until terminated by either party upon thirty
(30) days written notice to the other. Upon termination, the Company agrees to
pay for any work performed by Consultant through the date of the notice of termination.


 


3.     TIME DEVOTED BY CONSULTANT. It is anticipated that Consultant will spend
approximately 25% of his personal time in fulfilling his obligations under this
Agreement but it is understood that the actual amount of time may vary from
month to month. Consultant may utilize other employees to perform the daily
administrative traffic functions as listed above.


 


4.     PLACE WHERE SERVICES WILL BE
PERFORMED. Consultant will
perform most of the services contemplated by this Agreement in Leawood, Kansas.
In addition, Consultant will perform services on the telephone and in certain
other places in furtherance of his performance hereunder.


 


5.     COMPENSATION. Upon execution of this Agreement or as soon
as practicable thereafer, Company will pay Consultant a non-refundable retainer
of $1,500 against which Consultant will apply his charges to Company until the
retainer is depleted. Thereafer, Company will pay Consultant for services
rendered at the hourly rate of $150.


 


6.     OUT-OF-POCKET EXPENSES. Company shall reimburse Consultant for all
reasonable out-of-pocket expenses that Consultant incurs on behalf of Company
in connection with the services, including travel expenses and other services
approved by the Company. All travel will be pre-approved by an officer of the
Company; such approval will be understood to be given when Consultant is
requested to attend meetings or Company functions.


 

















 


7.     ITEMIZED STATEMENT. With respect to reasonable out-of-pocket
expenses, Consultant will provide Company with a monthly itemized statement.
Companywill pay Consultant the amounts due as indicated by such statement
within fifteen (15) days.


 


8.     INDEPENDENT CONTRACTOR. Both Company and Consultant agree that
Consultant will act as an independent contractor in the performance of obligations
under this Agreement. Accordingly, Consultant shall be responsible for payment
of all taxes including Federal, State, and local taxes arising out of the
Consultant’s activity under this Agreement, including by way of illustration
but not limitation, Federal and State income tax, Social Security tax,
Unemployment Insurance tax and any other tax or business fees required.
Consultants’ tax identifcation number is 453 68 8195.


 


9.     CONFIDENTIAL INFORMATION. Consultant agrees that any information
received by him in his performance of his obligation hereunder, which concerns
the personal, financial, or other affairs of Company will be treated by
Consultant in full confidence and will not be revealed to any other persons, firms or organizations.


 


10.  LIMITATIONS OF LIABILITY. Consultant shall be without authority to
bind Company and all transactions negotiated by Consultant on behalf of Company
shall be subject to the express written approval and acceptance of Company.


 


11.  Other: Company and Consultant may negotiate other
items which may affect this agreement, i.e. audit of Company’s freight bills,
leased car invoices, etc. which must be in writing as amendments to this
Agreement.


 


12.  SIGNATURES. Both Company and Consultant by affixing
their signatures hereto agree to the terms and conditions of this Agreement.


 


	
  ETHANOL GRAIN PROCESSORS

  	
   

  	
  CONSULTANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ James K. Patterson

  	
   

  	
  /s/ Thomas D. Williamson

  	
   

  
	
  BY:

  	
    Chief Executive Officer

  	
   

  	
  Thomas D. Williamson DBA

  	
   

  
	
  DATE:

  	
    April 27th 2006

  	
   

  	
  Transportation Consultants
  Co.

  	
   

  
	
   

  	
   

  	
  Owner

  	
   

  
	
   

  	
   

  	
  15313 Rosewood Drive 

  	
   

  
	
   

  	
   

  	
  Leawood, Kansas 66224

  	
   

  
	
   

  	
   

  	
  913 685-4421