Exhibit
10.5


 


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 of
developing an ethanol production facility at Friesland, Wisconsin.


 


AND WHEREAS DS LLC is engaged in the business of providing
independent consulting services;


 


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


 


AND WHEREAS, Diana Sirovina (herein Sirovina), of
Milwaukee Wisconsin, is employed by DS LLC;


 


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and of the covenants and agreements herein contained, the parties
hereto agree as follows:


 


ARTICLE I - ENGAGEMENT, TERM AND RENEWAL


 


1.01                           Engagement.    United Wisconsin hereby engages DS LLC to
provide the services as set out hereafter.


 


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


 


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1.03                           Renewal Term.    On or before December 31, 2004, United
Wisconsin shall advise of its intentions with respect to the possible further
engagement of the DS LLC for a further term, and the Consultant, within the
same time period, shall advise United Wisconsin of its intentions in that
regard.  The parties shall also discuss
any amendments, modifications or variation to this Agreement as they may
mutually agree in writing.


 


ARTICLE II - SERVICES


 


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


 


2.02                           Responsibilities.    DS LLC will provide consulting services to
assist United Wisconsin in the development of its business and grain
procurement program.  These services
will include; market review of potential off farm purchases, elevator supply
agreements, and local competitors for corn deliveries, recommended procurement
plan and strategy,  completion of the
second phase of the Pro Exporter report, which requires specific marketplace
information, consultation and reporting to the Board of Directors, written program
document, promotion of the business with area producers and commercial grain
handlers, negotiation of supply agreements with commercial grain handlers, cash
price setting, risk management planning in conjunction with risk management
consultant, customer service plans, advertising plan and roll out, staffing
structure for the grain program administration, and other business development
services as requested and allowable within the constraints of time.


 


2.03                           Additional Responsibilities.    Notwithstanding the responsibilities and
services as set forth in Article 2.02 wherein, DS LLC shall provide other
services reasonably requested by United Wisconsin consistent with the expertise
of DS LLC.


 


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


 


2.05                           Reporting.   DS LLC shall report to and receive direction
from the General Manager of United Wisconsin. 
DS LLC will also report to the Board of Directors of United Wisconsin as
requested by the General Manager.


 


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2.06                           Non-Disclosure.    DS LLC shall not itself , and shall not permit
any of its officers, directors, employees or shareholders, during the
continuance of this Agreement or at any time thereafter, directly or indirectly
to:


 


(a)                                  Disclose confidential information of
United Wisconsin; or


 


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


 


ARTICLE III - FEE FOR SERVICES/EXPENSES


 


3.01                           Fees.    The fees to be paid by United Wisconsin to DS
LLC 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 and
expenses shall be submitted on the 17th and 2nd day of each month
and payment shall be due on receipt.


 


3.02                           Home Office.    United Wisconsin will reimburse the DS LLC for
expenses as incurred for agreed services access at DS LLC office location in
Milwaukee, 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, at
cost, for travel, meals, accommodation, and related expenses for services
required at locations other than at Friesland, Wisconsin.  United Wisconsin will reimburse
accommodation expenses in excess of two nights per week at its corporate hotel,
currently in Columbus WI, and for travel beyond one round trip from Milwaukee
to Friesland, Wisconsin per week.


 


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


 


ARTICLE IV - TERMINATION


 


4.01                           Termination by United
Wisconsin.    This Agreement may be terminated by
United Wisconsin during the initial term or any renewal term upon payment of
ten days fees plus any expenses generated up to time of termination to the
Consultant.


 


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


 


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ARTICLE V
- DISPUTE RESOLUTION


 


5.01                           Arbitration.    If at any time a dispute, difference or
question shall arise between the parties hereto concerning any question
relating to this Agreement, the right or liabilities of any of the parties
hereof, or any other dispute involving either the interpretation of this
Agreement or anything contained herein, then any such dispute, difference or
question shall be decided by arbitration, such arbitration to be initiated by
one party serving written notice to the other party of its desire to have the
matter arbitrated.  The matter requiring
arbitration shall be referred to a single arbitrator if one can be mutually
agreed upon by the parties within seven (7) days of the notice of desire for
arbitration being served.  In the event
that the parties cannot agree upon a single arbitrator, then each party shall
name one arbitrator within a further period of seven (7) days there from and
the arbitrators so named shall appoint one more arbitrator.  If either party refuses or neglects to
appoint an arbitrator within the period herein set out, then the arbitrator
appointed by the other party shall hear and determine the matter in issue as if
he were a single arbitrator appointed by all parties for that purpose.  In the event that the arbitrators named by
the parties to the arbitration cannot agree upon the additional arbitrator as
above provided within seven (7) days of the date of appointment of the last of
them, then after the expiry of such seven (7) day period, any one of the
parties may apply to a Judge of the Court of Wisconsin or its successor to
appoint the additional arbitrator to sit and hear the arbitration.  The decision arrived at by a single
arbitrator or a majority of the arbitrators, as the case may be, shall be final
and binding upon all the parties and no appeal shall lie there from.  The provisions of this section shall be
deemed to be a submission to arbitration within the provisions of the Wisconsin Arbitration Act, and any
statutory modification or re-enactment thereof.


 


ARTICLE VI - MISCELLANEOUS PROVISIONS


 


6.01                           Amendment by Consent.    The parties may by mutual consent at any time
amend or vary the provisions of this Agreement, and such amendment or variation
shall be evidenced by a written addendum to this Agreement to be signed by both
parties hereto.


 


6.02                           Relationship.    The relationship established between United
Wisconsin and DS LLC pursuant to this Agreement constitutes the Consultant as
an independent contractor.  The parties
agree that Sirovina will not be considered an employee of United Wisconsin
during the course of this contract and that United Wisconsin will not be
responsible for any payment, tax withholding, worker’s compensation, or other
benefits to Sirovina.


 


6.03                           Governing Law.    The provisions of this Agreement shall be
construed and interpreted in accordance with and governed by the laws of the
State of Wisconsin.


 


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6.04                           Full Agreement.    The within Agreement contains all of the terms
and conditions of the agreement between the parties hereto relating to the
engagement of DS LLC, and there are no further representations or conditions
not contained herein.


 


6.05                           Preamble.    The preamble, if any, hereto shall form and
constitute 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 prior
written consent of DS LLC.


 


6.07                           Severability.    If any provision of this Agreement is
unenforceable or invalid for any reason whatsoever, such unenforceability or
invalidity shall not affect the enforceability or validity of the remaining
provisions of this Agreement, and such provision shall be severable from the
remainder of this Agreement.


 


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


 


6.09                           Liability.    United Wisconsin agrees to indemnify, defend
and hold harmless Consultant for any liability, costs (including reasonable
attorney fees), or claims for personal injuries or property damage caused by
the negligent, wilful, or intentional act or omission to act of United
Wisconsin, its members, owners, employees, or its agents.


 


6.10                           Notice.    Any notice required to be given hereunder by
any party shall be deemed to have been well and sufficiently given if mailed by
prepaid 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


 


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or at
such 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 or
telecopied, 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 purposes
any supplements or amendments) may be executed in any number of counterparts
and by facsimile transmission with the same effect as if all parties hereto had
executed the same document.  All
counterparts shall be construed together and shall constitute one and the same
Agreement.


 


IN WITNESS WHEREOF the parties hereto have duly
executed 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

  	
   

  
						



 


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