**Exhibit10.5**

 

**THIS AGREEMENT MADE IN DUPLICATE** the 12th day of May,2004.

 

**BETWEEN:**

 

**UNITED WISCONSIN GRAIN PRODUCERS,LLC.**

 

(Herein called “United Wisconsin”),

 

OF THE FIRST PART,

 

- and -

 

**Diamond Sunset, LLC.**

 

(herein called “DS LLC”)

 

OF THE SECOND PART.

 

 

**AGREEMENT**

 

----

 

**THIS AGREEMENT MADE IN DUPLICATE**the 12th day of May 2004

 

**BETWEEN:**

 

**UNITED WISCONSIN GRAIN PRODUCERS,LLC.**

 

(herein called “United Wisconsin”),

 

OF THE FIRST PART,

 

- and -

 

**Diamond Sunset, LLC.**

 

(herein called “DS LLC”)

 

OF THE SECOND PART.

 

**AGREEMENT**

 

**WHEREAS**United Wisconsin is engaged in the business ofdeveloping an ethanol production facility at Friesland, Wisconsin.

 

**AND WHEREAS**DS LLC is engaged in the business of providingindependent consulting services;

 

**AND WHEREAS**United Wisconsin is desirous of engaging theservices of the DS LLC, to provide services to United Wisconsin, upon andsubject to the terms and conditions hereafter set forth;

 

**AND WHEREAS**, Diana Sirovina (herein Sirovina), ofMilwaukee Wisconsin, is employed by DS LLC;

 

**NOW THEREFORE THIS AGREEMENT WITNESSETH** that in consideration of thepremises and of the covenants and agreements herein contained, the partieshereto agree as follows:

 

**ARTICLE I - ENGAGEMENT, TERM AND RENEWAL**

 

1.01                           **Engagement****.   **United Wisconsin hereby engages DS LLC toprovide the services as set out hereafter.

 

1.02                           **Initial Term****.   **The initial term of this Agreement shallcommence on May 12, 2004 and terminate on December 31, 2004, unlessearlier terminated in accordance with the provisions of Article IV hereof.

 

1

----

 

1.03                           **Renewal Term****.   **On or before December 31, 2004, UnitedWisconsin shall advise of its intentions with respect to the possible furtherengagement of the DS LLC for a further term, and the Consultant, within thesame time period, shall advise United Wisconsin of its intentions in thatregard.  The parties shall also discussany amendments, modifications or variation to this Agreement as they maymutually agree in writing.

 

**ARTICLE II - SERVICES**

 

2.01                           **Services****.   **DS LLC shall provide to United Wisconsin theservices of Sirovina on a per day basis during the term of the contract.  The services will generally be providedbetween 8:00 a.m. and 5:00 p.m. Monday to Friday, but the parties agree to beflexible to accommodate each other’s scheduling.  The base location for the services shall be at Friesland,Wisconsin.  DS LLC acknowledges thattravel to other locations will be required to fulfill requirements of theagreement.  United Wisconsinacknowledges that a portion of the work will be completed away from Friesland,at Milwaukee, for instance.  DS LLCconfirms that Sirovina’s services will be available a minimum of 15 days permonth.

 

2.02                           **Responsibilities****.   **DS LLC will provide consulting services toassist United Wisconsin in the development of its business and grainprocurement program.  These serviceswill include; market review of potential off farm purchases, elevator supplyagreements, and local competitors for corn deliveries, recommended procurementplan and strategy,  completion of thesecond phase of the Pro Exporter report, which requires specific marketplaceinformation, consultation and reporting to the Board of Directors, written programdocument, promotion of the business with area producers and commercial grainhandlers, negotiation of supply agreements with commercial grain handlers, cashprice setting, risk management planning in conjunction with risk managementconsultant, customer service plans, advertising plan and roll out, staffingstructure for the grain program administration, and other business developmentservices as requested and allowable within the constraints of time.

 

2.03                           **Additional Responsibilities****.   **Notwithstanding the responsibilities andservices as set forth in Article 2.02 wherein, DS LLC shall provide otherservices reasonably requested by United Wisconsin consistent with the expertiseof DS LLC.

 

2.04                           **Services – Others****.   **During the term of this Agreement, DS LLC andSirovina will not provide similar services to other firms engaged in thebusiness of commercial grain procurement within United Wisconsin’s’ draw area.

 

2.05                           **Reporting****.  **DS LLC shall report to and receive directionfrom the General Manager of United Wisconsin. DS LLC will also report to the Board of Directors of United Wisconsin asrequested by the General Manager.

 

2

----

 

2.06                           **Non-Disclosure****.   **DS LLC shall not itself , and shall not permitany of its officers, directors, employees or shareholders, during thecontinuance of this Agreement or at any time thereafter, directly or indirectlyto:

 

(a)                                  Disclose confidential information ofUnited Wisconsin; or

 

(b)                                 Use for their own purposes or forany purposes any confidential information acquired through the provision ofservices under this Agreement.

 

**ARTICLE III - FEE FOR SERVICES/EXPENSES**

 

3.01                           **Fees****.   **The fees to be paid by United Wisconsin to DSLLC for the services to be provided hereunder shall be $275.00 U.S. per day,plus agreed reimbursable expenses as described in this Article III.  Invoices for consulting services andexpenses shall be submitted on the 17th and 2nd day of each monthand payment shall be due on receipt.

 

3.02                           **Home Office****.   **United Wisconsin will reimburse the DS LLC forexpenses as incurred for agreed services access at DS LLC office location inMilwaukee, Wisconsin - for instance, phone service and use, DTN data service,cell phone, and internet access.

 

3.03                           **Travel Expenses****.   **United Wisconsin shall reimburse DS LLC, atcost, for travel, meals, accommodation, and related expenses for servicesrequired at locations other than at Friesland, Wisconsin.  United Wisconsin will reimburseaccommodation expenses in excess of two nights per week at its corporate hotel,currently in Columbus WI, and for travel beyond one round trip from Milwaukeeto Friesland, Wisconsin per week.

 

3.04                           **Automobile****.   **DS LLC will invoice United Wisconsin forautomobile mileage in excess of the travel described above, provided UnitedWisconsin has approved same.

 

**ARTICLE IV - TERMINATION**

 

4.01                           **Termination by UnitedWisconsin****.   **This Agreement may be terminated byUnited Wisconsin during the initial term or any renewal term upon payment often days fees plus any expenses generated up to time of termination to theConsultant.

 

4.02                           **Termination by DS LLC****.   **This Agreement may be terminated by DS LLCduring the initial term or any renewal term upon two (2) weeks written noticeto United Wisconsin, however no notice will be required if DS LLC is not paidfor the Notice Period.

 

3

----

 

**ARTICLE V- DISPUTE RESOLUTION**

 

5.01                           **Arbitration****.   **If at any time a dispute, difference orquestion shall arise between the parties hereto concerning any questionrelating to this Agreement, the right or liabilities of any of the partieshereof, or any other dispute involving either the interpretation of thisAgreement or anything contained herein, then any such dispute, difference orquestion shall be decided by arbitration, such arbitration to be initiated byone party serving written notice to the other party of its desire to have thematter arbitrated.  The matter requiringarbitration shall be referred to a single arbitrator if one can be mutuallyagreed upon by the parties within seven (7) days of the notice of desire forarbitration being served.  In the eventthat the parties cannot agree upon a single arbitrator, then each party shallname one arbitrator within a further period of seven (7) days there from andthe arbitrators so named shall appoint one more arbitrator.  If either party refuses or neglects toappoint an arbitrator within the period herein set out, then the arbitratorappointed by the other party shall hear and determine the matter in issue as ifhe were a single arbitrator appointed by all parties for that purpose.  In the event that the arbitrators named bythe parties to the arbitration cannot agree upon the additional arbitrator asabove provided within seven (7) days of the date of appointment of the last ofthem, then after the expiry of such seven (7) day period, any one of theparties may apply to a Judge of the Court of Wisconsin or its successor toappoint the additional arbitrator to sit and hear the arbitration.  The decision arrived at by a singlearbitrator or a majority of the arbitrators, as the case may be, shall be finaland binding upon all the parties and no appeal shall lie there from.  The provisions of this section shall bedeemed to be a submission to arbitration within the provisions of the *Wisconsin Arbitration Act*, and anystatutory modification or re-enactment thereof.

 

**ARTICLE VI - MISCELLANEOUS PROVISIONS**

 

6.01                           **Amendment by Consent****.   **The parties may by mutual consent at any timeamend or vary the provisions of this Agreement, and such amendment or variationshall be evidenced by a written addendum to this Agreement to be signed by bothparties hereto.

 

6.02                           **Relationship****.   **The relationship established between UnitedWisconsin and DS LLC pursuant to this Agreement constitutes the Consultant asan independent contractor.  The partiesagree that Sirovina will not be considered an employee of United Wisconsinduring the course of this contract and that United Wisconsin will not beresponsible for any payment, tax withholding, worker’s compensation, or otherbenefits to Sirovina.

 

6.03                           **Governing Law****.   **The provisions of this Agreement shall beconstrued and interpreted in accordance with and governed by the laws of theState of Wisconsin.

 

4

----

 

6.04                           **Full Agreement****.   **The within Agreement contains all of the termsand conditions of the agreement between the parties hereto relating to theengagement of DS LLC, and there are no further representations or conditionsnot contained herein.

 

6.05                           **Preamble****.   **The preamble, if any, hereto shall form andconstitute an integral part of this Agreement.

 

6.06                           **Non-Assignment****.   **This Agreement may not be assigned by DS LLC,and may not be assigned or transferred by United Wisconsin except with the priorwritten consent of DS LLC.

 

6.07                           **Severability****.   **If any provision of this Agreement isunenforceable or invalid for any reason whatsoever, such unenforceability orinvalidity shall not affect the enforceability or validity of the remainingprovisions of this Agreement, and such provision shall be severable from theremainder of this Agreement.

 

6.08                           **Independent Legal Advice****.   **Each of the parties acknowledges that it hasread and understood the contents of this Agreement, and has obtainedindependent legal advice with respect to this Agreement.

 

6.09                           **Liability****.   **United Wisconsin agrees to indemnify, defendand hold harmless Consultant for any liability, costs (including reasonableattorney fees), or claims for personal injuries or property damage caused bythe negligent, wilful, or intentional act or omission to act of UnitedWisconsin, its members, owners, employees, or its agents.

 

6.10                           **Notice****.   **Any notice required to be given hereunder byany party shall be deemed to have been well and sufficiently given if mailed byprepaid registered or certified mail, faxed or telegraphed to, or delivered at,the address of the other party hereinafter set forth:

 

(a)                                  To United Wisconsin Grain Producers, LLC.:

 

United Wisconsin Grain Producers, LLC.

P.O. Box 247

Friesland, Wisconsin

53935-0247

U.S.A.

Attention: Jeff Robertson

 

(b)                                 To Diamond Sunset, LLC.:

 

Diamond Sunset, LLC.

9428 West Eden Place

Milwaukee, Wisconsin

53228

Attention: Diana Sirovina

 

5

----

 

or atsuch other address as the other party may from time to time direct in writing,and any such notice shall be deemed to have been received if mailed ortelecopied, seventy-two (72) hours after the time of mailing or telecopying,and if delivered upon the date of delivery.

 

6.10                           **Counterparts****.   **This Agreement (including for these purposesany supplements or amendments) may be executed in any number of counterpartsand by facsimile transmission with the same effect as if all parties hereto hadexecuted the same document.  Allcounterparts shall be construed together and shall constitute one and the sameAgreement.

 

IN WITNESS WHEREOF the parties hereto have dulyexecuted this Agreement on the day and year first above written.

 
|   |   | **UNITED WISCONSIN GRAIN PRODUCERS LLC.** |
|--------|--------|-------------------------------------------|
|   |   |
|   | Per:   | /s/ Kevin Roche                           |   |
|   |   |                                      |   |
|   |   |
|   |   | **DIAMOND SUNSET, LLC.**                  |
|   |   |
|   | Per:   | /s/ Diana Sirovina                        |   |
|        |        |                                           |  |  |  |

 

6

----