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EXHIBIT
10.8




INDEPENDENT CONTRACTOR AGREEMENT




     THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into effective as
of the                     day of August, 2005 (the “Effective Date”), by and among: GOLD ENERGY, LLC a Minnesota
limited liability company (hereafter referred to as “Company”); and MICHELLE SWENSON, a resident of
the State of Minnesota (hereafter referred to as “Contractor”).



W I T N E S S E T H :




     WHEREAS, the Company intends to develop, finance and construct an ethanol plant; and



     WHEREAS, the Company desires to contract for the services of Contractor as the Project
Coordinator to oversee the completion and development of the proposed ethanol plant; and



     NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:



     1. Services. The Company hereby engages Contractor, on an independent contractor
basis, to oversee the construction and development of the proposed ethanol plant. Contractor shall
serve as the day-to-day liason between the board of governors of the Company and its committees as
well as with the various contactors hired by the board of governors and shall oversee the
day-to-day activities of such contractors. Contractor shall perform such other duties as the
Company may from time-to time request.



     2. Term/Termination. The term of this Agreement shall commence effective August 15,
2005 and shall continue, unless sooner terminated as provided herein, until 90 days after the
closing of the senior debt financing necessary to construct the plant and start up operations
(the “Financial Closing”). Notwithstanding the foregoing, however, either party shall have
the right to terminate this Agreement at any time, with or without cause, by providing
Fourteen (14) days written or oral notice.



     Upon the expiration or termination of this Agreement, the Company shall pay Contractor any
outstanding amounts calculated and payable under Section 3 below, for any Services provided prior
to the effective date of such termination.



     3. Compensation. Unless terminated in accordance with this Agreement, for services
rendered by Contractor for the Company hereunder, Contractor shall be paid a consulting fee of
$900 per week during the term of this Agreement. In addition, the Company shall reimburse
Contractor for reasonable out-of-pocket expenses incurred by Contractor in performing her
duties hereunder. Contractor shall provide to the board of governors of the Company a monthly
estimate of her expected out-of-pocket expenses and a prior month’s reconciliation of actual
expenses incurred. In addition to the foregoing, the Contractor may be eligible for a bonus
in the sole discretion of the board of governors of the Company in the amount of $10,000 at
Financial Closing for services performed.



     4. Restrictive Covenants. In recognition of the good and valuable consideration
received and hereby acknowledged by Contractor, the parties covenant and agree as follows:




     a. Confidentiality. During the term of this Agreement and at all times
thereafter, Contractor shall treat and keep secret all matters relating directly or
indirectly to the business of the Company, including but not limited to, the content of all
manuals, memoranda, production, marketing, promotional and training materials, financial
statements, sales records, business methods, systems and forms, production records, billing
rates, cost rates, employee salaries and work histories, customer lists, mailing lists,
processes, inventions, information relative to any past, present or
prospective customers,



 









 







as
completely confidential information entrusted to Contractor solely for her use in her
capacity as an independent contractor for and on behalf of the Company. Contractor further
acknowledges and agrees that all information disclosed to her or to which she obtains access,
including information originated by her which results from any work performed for the
Company, or for which equipment, supplies, facilities, or trade secret information of the
Company is used, or which is developed on the Company’s time, during the period of her
engagement, which she has reason to believe to be confidential information or which is
treated by the Company as being confidential information, shall be presumed to be
confidential information and shall remain the property of the Company throughout the term of
this Agreement and thereafter. Contractor further agrees not to keep and/or use any papers,
records, computer files or any information whatsoever relative to any of the matters referred
to in the preceding sentence during or after her engagement with the Company, except as an
independent contractor for and on behalf of the Company, nor to furnish, make available or
otherwise divulge any such information to any person or entity whatsoever. Contractor
further acknowledges and agrees that the Company has developed and established and will
continue to develop and establish a valuable and extensive trade in its products, services
and procedures; and that the Company will suffer great loss and irreparable harm and injury
if Contractor should disclose any of the confidential information of the Company or use it to
compete with the Company.




     b. Non-Competition; Non-Solicitation; Non-Interference. During the term of this
Agreement and for a period of One (1) year thereafter, Contractor shall not, except as an
independent contractor for and on behalf of the Company, directly or indirectly, by or for
herself or through others as her agent, or in a capacity as an owner, governor, officer,
member, employee, manager, advisor, independent contractor or similar capacity of any
business now existing or hereafter created: (i) engage in, contribute to, plan or organize
any activity within the states of Minnesota and North Dakota that is competitive with the
Company’s present or contemplated business; (ii) call upon, solicit, divert, take away or
accept business from any past, current or prospective customer or client of the Company;
(iii) solicit for employment, retain or employ, or become employed by, any past or present
employee or agent of the Company; or (iv) request, induce or advise any employee of the
Company to leave the employ of or cease affiliation with the Company; or (v) interfere with,
or counsel or direct others to interfere with, the Company or its business including its
business relationships, or disparage in any way the good name or reputation of the Company or
its officers, governors, employees, agents and representatives.



     This Section shall survive the expiration or termination of this Agreement.



     5. Injunctive Relief; Cumulative Remedies. The parties acknowledge and agree that any
breach, attempted breach or repudiation by Contractor of the restrictive covenants set forth in
Section 4 above would produce irreparable harm and injury to the Company, and it would be
difficult, if not impossible, to compute the Company’s actual damages. Consequently, and because
no adequate remedy exists at law for any such breach, attempted breach or repudiation by
Contractor, the parties consent to the equity jurisdiction of the courts of the state of Minnesota
and acknowledge and agree that injunctive or other appropriate equitable relief are necessary and
appropriate remedies, and shall be available to the Company to prevent any such breach, attempted
breach or repudiation by Contractor. The provisions set forth in this Section and the remedial
provisions set forth elsewhere in this Agreement, are cumulative and shall not prevent or prohibit
any party hereto from exercising any other rights or remedies available under this Agreement, at
law or in equity.



     6. Indemnification. The Parties shall defend, indemnify and hold one another harmless
from and against any and all claims, suits, judgments, fines, penalties and other liabilities of
any nature whatsoever, including, but not limited to attorneys’ fees and court costs, suffered or
incurred as a result of the negligent or wrongful acts or omissions of the other party hereunder,
or as a result any acts or omissions by such other party outside the scope of this Agreement
(whether or not negligent or wrongful). This Section and the indemnification provisions of Section
8 below shall survive the expiration or termination of this Agreement.



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     7. Relationship of the Parties. The parties’ relationship hereunder shall be that of
independent contracting parties, and this Agreement shall not be interpreted or construed as
creating any other relationship, including, without limitation, that of principal-agent,
employer-employee, partnership or joint venture. Consequently, neither party shall have the right
or authority, express or implied, to assume or create any responsibility, obligation or liability
on behalf or in the
name of the other party hereto, or to bind the other party in any respect. Furthermore, as an
independent contractor, Contractor, at Contractor’s sole expense, shall be responsible for
providing all equipment, materials, supplies and other items necessary or useful in fulfilling her
obligations hereunder; and Contractor shall retain the sole right to control and direct the manner
in which the Services are to be performed.



     8. Taxes; Benefits. Contractor shall be solely liable for, and shall indemnify and
hold the Company harmless from and against, all taxes on any compensation earned as an independent
contractor hereunder, including federal and state income taxes, self-employment taxes, FICA and
FUTA taxes, etc. Contractor shall be solely responsible for all insurance for herself and her
employees, including but not limited to medical, disability, workers compensation, and unemployment
insurance. Contractor shall not be entitled to participate in any benefits maintained by the
Company.



     9. Miscellaneous. This Agreement may be executed in counterparts, and facsimile
signatures shall be binding. This Agreement represents the entire agreement between the parties
relating to the subject matter hereof, and no other representations, promises or agreements
relating hereto and not contained herein are of any force or effect. This Agreement shall not be
modified except in a writing signed by all parties hereto. No waiver of any provision of this
Agreement shall be effective unless agreed to in writing by the party against whom such waiver is
sought to be enforced. No omission or delay by any party in enforcing any right or remedy
hereunder or in requiring performance of any term or provision herein shall constitute a waiver of
such right or remedy, nor shall it affect such party’s right to enforce such provisions thereafter.
If any provision of this Agreement is held to be invalid, unenforceable or contrary to public
policy, the remaining provisions shall not be affected. This Agreement is binding upon and shall
inure to the benefit of the parties and their respective heirs, representatives, successors and
permitted assigns, but shall not be assigned or delegated, in whole or in part, by Contractor,
without the prior written consent of the Company, which may be withheld in the Company’s sole
discretion.



     10. Governing Law. This Agreement and the parties’ rights and obligations hereunder
shall be governed by and construed in accordance with Minnesota law.



     IN WITNESS WHEREOF, the parties hereto have caused this INDEPENDENT CONTRACTOR AGREEMENT to be
executed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	THE COMPANY:	 	 	 	CONTRACTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	Gold Energy, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Les Nesvig
	 	 	 	/s/ Michelle Swenson	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Michelle Swenson	 	 






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