**Exhibit 10.1**

 

AGREEMENT

 

Agreementmade October 11, 2005, between Mike Burns, 12 Lakeridge Drive, Garnett,Anderson County, Kansas, here referred to as seller, whether one or more, andEast Kansas Agri-Energy, L.L.C., a limited liability company organized underthe laws of the State of Kansas, doing business at 1304 South Main, Garnett,Anderson County, Kansas, here referred to as buyer.

 

SECTION ONEMATERIALS SOLD

 

Sellershall sell to buyer, and buyer shall buy from seller, all earth and granularmaterials that buyer desires to excavate and remove from the locationsdescribed in this agreement, for the total sum of $300,000.00, to be creditedto seller in the manner set forth below.

 

Theamount of earth and granular materials to be so removed shall consist ofapproximately 720,000 cubic yards, more or less.

 

SECTION TWOPAYMENTS

 

Buyerwill pay to seller the sum of $300,000.00 for the earth and granular materialto be removed from the site described below for use by the buyer for use onvarious construction projects that buyer is presently involved in constructingan ethanol plant and railroad spur to the plant in Garnett, Kansas. Prior tothe date of this agreement, buyer has removed approximately 50,000 to 70,000cubic yards of fill material from the Lake Site located on seller’s property,and has removed 400,000 to 450,000 cubic yards of material from the BeanfieldSite located on seller’s property. Buyer estimates that it will need to a totalof approximately 200,000 additional cubic yards of material from these sites inorder to complete its projects, however, it is the agreement and understandingof the parties that under the terms of this Agreement, Buyer is purchasingsufficient additional fill material to finish its railroad spur project it isconstructing in conjunction with its processing plant located in Garnett,Kansas, and Buyer shall not be limited to taking any fixed amount of materialunder this agreement.

 

Theparties have agreed that the value of the material to be removed is$300,000.00. Buyer will cause this amount to be paid to seller or to seller’scredit in the following fashion.

 

A.            Buyer will transfer the sum of$100,000.00 to Patriots Bank, Garnett, Kansas, for credit to Account No. 170453maintained in the names of Seller and Stephen E. Lynch upon the execution ofthis agreement.   [Handwritten: MB]

 

B.            Buyer will transferan additional sum of $100,000.00 to Patriots Bank, Garnett, Kansas for creditto Account No. 170453 maintained in the names of Seller and Stephen E.Lynch on November 15, 2005.     [Handwritten: MB]

 

C.            Buyer will transfer the final sum of$ 100,000.00 to Patriots Bank, Garnett,

 

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Kansas,for credit to Account No. 170453 maintained in the names of Seller and StephenE. Lynch on December 15, 2005          [Handwritten:MB]

 

SECTION THREECONTROL OF CONTRACTOR’S WORK

 

Itis Buyer’s understanding that Seller intends to utilize the above monies,through Stephen E. Lynch, to reclaim and or finish the Lake Site and toconstruct a lake at the Beanfield Sites, provided, however, that Seller shallbe solely responsible for any plans, permits, and operations to be conductedfor such purposes by the contractor or contractors selected by Seller on Seller’sproperty. Buyer has made no representations to Seller as to the suitability ofeither of Seller’s sites for the construction of any lakes or otherimpoundments of water on Seller’s property, has provided no plans, norspecifications for the construction of such impoundments, and makes norepresentations to Seller with respect to the suitability of the sites and/orthe construction of these impoundments desired by Seller on them.

 

SECTION FOURINDEMNIFICATION

 

Selleragrees to indemnify and hold Buyer harmless with respect to any claims whichmay be made against Buyer as a result of the construction of these impoundmentson Seller’s property, whether such claims be made by third parties, or bySeller.

 

SECTION FIVEACREAGE

 

Buyershall move and set aside the topsoil above the granular fill materials over anarea of approximately 15 acres in seller’s bean field, more particularlydescribed below, and, shall cut down and remove granular fill materials fromthe existing lake site, also more particularly described below, directed andapproved by seller.

 

SECTION SIXDESCRIPTION OF AREA

 

TheBeanfield Site referred to herein is located in the following described tractof real property in Anderson County, Kansas, to-wit:

 

Atract of land in the Northeast Quarter (NE/4) of Section Five (5),Township Twenty-one (21) South, Range Twenty (20) East.

 

TheLake Site as referred to herein, is located in the following described tract ofreal property in Anderson County, Kansas, to-wit:

 

TheSouthwest Quarter (SWI4) of Section Five (5), Township

 

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Twenty-one(21) South, Range Twenty (20) East.

 

Inwitness whereof, the parties hereto have executed this agreement at Garnett,Kansas, this 11th day of October, 2005.

 

 
|   | SELLER: |
|--------|---------|
|   |    |
|   |    |
|   |    | /s/ Mike Burns |   |
|   |    | Mike  Burns |
|   |    |   |
|   |    |   |
|   | BUYER:  |
|   |    |
|   |    |
|   |    | /s/ Willam R. Pracht |   |
|   |    | William  R. Pracht, Chairperson |

 

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