AMERICAN
      ETHANOL, LLC 

    


    EXECUTIVE
      CHAIRMAN AGREEMENT

    


    


    THIS
      EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”) is made and entered into as of
      January 30, 2006 by and between American Ethanol, LLC, a California limited
      liability company (the “Company”), and Eric A. McAfee (the
“Advisor”).

    


    WHEREAS,
      the Company is a development-stage company in the business of developing,
      constructing and operating fuel-grade ethanol plants (the
“Business”);

    


    WHEREAS,
      the Advisor has been providing advisory services to the Company in connection
      with the Company’s Business;

    


    NOW
      THEREFORE, in consideration of the mutual promises contained herein, the parties
      agree as follows:

    


    1. Services
      and Compensation.
      

    


    (a) Advisor
      has provided the following services to the Company: (i) advisory work related
      to
      founding and initial development of the Company; and (ii) advisory work related
      to acquisitions, including Wahoo Ethanol, LLC; Sutton Ethanol, LLC; and Illinois
      Valley Ethanol, LLC.

    


    (b) As
      consideration for Advisor’s future services, the Company agrees to pay the
      amount of $5,000 per payroll period to Advisor for the term of this agreement,
      due and payable on the fifteenth and the last day of each month for the
      preceding two-week calendar period.

    


    (c) Advisor
      shall be reimbursed by the Company within fifteen days after submission of
      receipts by Advisor for business-related expenses, including travel, phone,
      office, equipment, and and third party costs and expenses.

    


    2. Indemnification.
      The
      company agrees to indemnify and hold harmless the Advisor, to the extent lawful,
      from and against any losses, claims, damages, expenses and liabilities or
      actions in respect thereof (“Losses”), as they may be incurred (including
      reasonable legal fees and costs as incurred in connection with investigating,
      preparing, defending, paying, settling or compromising any Losses, whether
      or
      not in connection with any pending or threatened litigation in which the Advisor
      is a named party) to which the Advisor may become subject, including any
      settlement effected with the Advisor’s consent and which are related to or arise
      out of any act, omission, disclosure (written or oral), transaction or event
      arising out of, contemplated by, or related to this agreement.

    


    The
      Company will not be responsible under the foregoing provisions with respect
      to
      any Losses to the Advisor to the extent that a court of competent jurisdiction
      shall have determined by a final judgment that such Losses resulted from actions
      taken or omitted to be taken by such Advisor intentionally or due to his
      negligence, bad faith or willful misconduct. The Advisor shall not settle,
      compromise or otherwise dispose of any action for which indemnification is
      claimed hereunder without the written consent of the Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Term
      And Termination.
      This
      agreement shall be for three years from the date first set forth above. Either
      the Advisor or the Company may terminate this agreement at any time for any
      reason or no reason, with or without cause, by the giving of written notice
      to
      the other party. Upon such termination, all rights and duties of the parties
      toward each other under this agreement shall cease. In the event of early
      termination by the Company, the Advisor shall receive a payment equal to six
      months of monthly fees as set forth in Section 1(b) herein.

    


    4. Assignment.
      Neither
      this Agreement nor any right hereunder nor may interest herein be assigned
      or
      transferred by either party without the express written consent of the other
      party. 

    


    5. Independent
      Contractor.
      It is
      the express intention of the parties that Advisor is an independent contractor.
      Nothing in this Agreement shall in any way be construed to constitute Advisor
      as
      an agent, employee or representative of the Company, but Advisor shall perform
      the Services hereunder as an independent contractor. Advisor agrees to furnish
      tools and materials necessary to accomplish this contract. Advisor acknowledges
      and agrees that Advisor is obligated to report as income all compensation
      received by Advisor pursuant to this Agreement, and Advisor agrees to and
      acknowledges the obligation to pay all self-employment and other taxes thereon.
      

    


    6. Benefits.
      Advisor
      acknowledges and agrees and it is the intent of the parties hereto that Advisor
      receive no Company-sponsored benefits from the Company either as an Advisor
      or
      employee. If Advisor is reclassified by a state or federal agency or court
      as an
      employee, Advisor will become a reclassified employee and will receive no
      benefits except those mandated by state or federal law, even if by the terms
      of
      the Company’s benefit plans in effect at the time of such reclassification
      Advisor would otherwise be eligible for such benefits.

    


    7. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California without regard to conflict of law principles.

    


    8. Entire
      Agreement.
      This
      instrument contains the entire agreement of the parties and supersedes any
      prior
      agreements between them, whether written or oral, with respect to the subject
      matter hereof.

    


    9. Attorney’s
      Fees.
      In any
      court action at law or equity which is brought by one of the parties to enforce
      or interpret the provisions of this Agreement, the prevailing party will be
      entitled to reasonable attorney’s fees, in addition to any other relief to which
      that party may be entitled.

    


    10. Severability.
      In the
      event that any term or provision hereof becomes or is declared by a court of
      competent jurisdiction to be illegal, unenforceable or void, all other terms
      and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is illegal, unenforceable or
      void, the parties hereto shall negotiate in good faith to modify this Agreement
      so as to effect the original intent of the parties as closely as possible in
      an
      acceptable manner in order that the transactions contemplated hereby are
      consummated as contemplated to the greatest extent possible.

     

    
      
         

      

      
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    11. Arbitration.
      Any
      dispute or controversy arising out of or relating to any interpretation,
      construction, performance or breach of this Agreement shall be settled by
      arbitration to be held in Santa Clara County, California, in accordance with
      the
      rules then in effect of the American Arbitration Association. The arbitrator
      may
      grant injunctions or other equitable relief in such dispute or controversy.
      The
      decision of the arbitrator shall be final, conclusive and binding on the parties
      to the arbitration. Judgment may be entered on the arbitrator’s decision in any
      court having jurisdiction; provided, however, that the arbitrator shall not
      have
      the power to alter or amend this Agreement. 

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first above written.

     

    

      
        	
                ADVISOR

              	 	 AMERICAN
                ETHANOL, LLC
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
                  Eric McAfee

              	 	/s/
                Tim Morris
	
                Eric
                  McAfee

              	 	Tim
                Morris, CEO
	 	 	 	 	
                 

              
	
                Address:  

              	
                10600
                  N. De Anza Blvd., #250

              	 	
                Address: 
                  

              	
                203
                  North LaSalle Street, Suite 2100

              
	 	
                Cupertino,
                  CA 95014

              	 	 	
                Chicago,
                  IL 60601

              


      

       

      
        
           

        

        
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