Exhibit
10.1


EMPLOYMENT
AGREEMENT


This Agreement is
made to be effective as of January 25, 2007 (“Effective Date”), by and between
WESTERN PLAINS ENERGY L.L.C., a limited liability company organized under the
laws of Kansas (the “Company”) and
Steven R. McNinch (“Employee”).


RECITALS:


WHEREAS,
the Company wishes to engage Employee’s services upon the terms and conditions
hereinafter set forth; and


WHEREAS, the
Employee wishes to be employed by the Company upon the terms and conditions
hereinafter set forth, and the parties desire to set forth the terms upon which
the Company will employ him.


NOW, THEREFORE, in
consideration of the premises and mutual promises set forth herein, the
sufficiency of which is hereby acknowledged, the parties agree as follows:


1.             Employment; Duties.  Subject to the terms of this Agreement, the
Company hereby agrees to employ Employee as its General Manager and Chief Executive Officer,
and in any other capacity that the Company shall determine is necessary or
appropriate in connection with the operation of the Company, and Employee
hereby agrees to serve in such capacity. 
Employee’s principal area of responsibility, subject to modification by
the Company, shall be to serve as the chief operating officer and to oversee
the day to day operations of the company. 
The Employee shall at all time report to and take direction from the
Board of Managers and shall perform such additional duties not inconsistent
with this position as shall be designated from time to time by the Company.


2.             Loyalty to Company.  Employee agrees to use his best efforts to
promote the interests of the Company and shall, except for illness, reasonable
vacation periods and leaves of absence approved by the Company, devote his full
business time and energies to the business and affairs of the Company.  Employee shall schedule his vacations so as
to not unreasonably interfere with the business of the Company.  Employee
will not during the term hereof have any business interests or activities which
are adverse to the interests of the Company. 
Employee further agrees that he will not accept any compensated
employment from any other employer during the term of this Agreement except
with the prior written consent of the Company.


3.             Compensation and Benefits.


3.1           Base
Salary.  As compensation for Employee’s
services rendered hereunder, the Company shall pay to Employee a base salary at
an annual rate equal to One hundred Forty-five thousand Dollars ($145,000.00)
(the “Base Salary”).  The Base Salary
shall be reviewed by the Board of Managers periodically (but no more than once
a year) and may be modified to reflect, among other factors, Employee’s
performance, the cost of living and the profitability of the













Company.  The Base Salary shall be payable to Employee
semi-monthly, in accordance with the Company’s standard practice for management
personnel and the Company shall make all tax withholding required by applicable
law.


3.2               Incentive
Compensation.  The Employee will be
entitled to earn additional, incentive compensation on a quarterly basis equal
to .33% of net earnings, not to exceed 75% of base salary, as long as the
performance of the plant meets the following minimum requirements:


(a)          The
overall operations of the plant are producing a positive cash flow.


(b)         The
conversion rate of grain to anhydrous alcohol is at least 2.65 to 1.


(c)          Cost of production, less
the price of grain is no more than 5% over budget.


3.3               Benefits.  Employee shall be entitled to participate in
all benefit programs established by the Company and generally applicable to the
Company’s staff, including group health and life insurance.  Employee shall also be reimbursed for
reasonable and necessary business expenses incurred in the course of his
employment with the Company pursuant to Company policies established from time
to time.


3.4               Office,
Equipment and Assistance.  The
Company shall provide for Employee all facilities, equipment and services
suitable to his position and adequate for the performance of his duties.


3.5               Vacation and
Time off.  The Company shall provide
Four weeks of paid vacation two weeks of which must be taken consecutively. At
the end of this contract the vacation policy will be reviewed. Time off and
sick days will be the same as what is in the Employee Handbook.


4.                                       Term
of Employment.


4.1           “At
Will” Employment.”  Employee is an
employee “at will.”  As such, his
employment may be terminated at any time, by either the Employee or the
Company, for no reason or any reason not prohibited by law.  If either party terminates the Agreement, Employee
shall have no claim for compensation beyond the last day actually worked except
as provided in Section 4.4 below or as otherwise required by law.  No officer, manager or agent of the Company
has the authority to orally modify these provisions.  Any representation to the contrary regarding
the Employee’s status by any person is invalid and unenforceable and therefore
will not be relied upon unless the agreement is set forth in an amendment to
this Agreement and signed by the appropriate officer.


4.2           Expiration
Date.  Unless sooner terminated as
provided in this Section 4, this Agreement shall expire on January 25, 2009
(the “Expiration Date”).  Following the
Expiration Date, or unless sooner terminated as provided herein, Employee shall
have no claim against the Company for salary or benefits, except as set forth
herein.



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4.3           Death
or Incapacity.  This Agreement shall
automatically terminate upon the death or Total Disability of Employee, subject
to subsection (b) below.


(a)           In
the event of termination because of death, Employee shall have no further claim
against the Company for compensation or benefits beyond the last day actually
worked, except that his surviving spouse and any other dependents shall be
entitled to benefits to the extent required by law.


(b)           Employee
shall not be entitled to any compensation or benefits beyond the last day
actually worked in the event of his Total Disability.  For purposes of this Section 4.3, Total
Disability shall be determined by Employee’s attending physician but shall be
based on the Employee’s inability to perform the material responsibilities of
his job with the Company, not any occupation. 
In the event that the Company shall disagree with the determination of
the physician selected by Employee, it shall so notify him in writing not less
than 10 days following receipt of the determination.  Employee and Company shall then endeavor to
mutually agree on another physician to examine Employee and make the
determination, and the determination of the second physician shall be binding
on the parties.  In the event the parties
are unable to agree on a second physician, then the parties may apply to an
arbitrator to make the selection of the physician.  Notwithstanding a determination of Total
Disability as described above, in the event that Employee is able to return to
the material responsibilities of his job within six months of the date of
determination of Total Disability, as determined by the same physician who made
the original determination, Employee shall be entitled to return to the Company
as an employee under the same terms and conditions as set forth herein.


4.4           Payment
Upon Termination.


(a)           If
this Agreement is terminated by the Company for Cause, Employee shall not be
entitled to severance pay of any kind but shall be entitled to all reasonable
reimbursable business expenses incurred by Employee and the Base Salary earned
by Employee prior to the date of termination, and all obligations of the
Company under Paragraph 3 hereof, including the right to any incentive
compensation, shall terminate upon the termination date designated by the
Company, except to the extent otherwise required by law.  For the purpose of this Section, “Cause”
shall include the following:


(i)            Breach of fiduciary duty or criminal
conduct by the Employee having the effect of materially adversely affecting the
Company and/or its reputation;


(ii)           Willful failure by the Employee to
substantially perform his duties hereunder;


(iii)          Engagement by the Employee in the use
of narcotics or alcohol to the extent that the performance of his duties is
materially impaired;


(iv)          Material breach of the terms of this
Agreement by the Employee or failure to substantially comply with proper
instructions of the Company’s Board of Managers;



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(v)           Willful misconduct by the Employee
which is materially injurious to the Company; or


(vi)          Any act or omission on the part of the
Employee not described above, but which constitutes material and willful
misfeasance, willful malfeasance, or gross negligence in the performance of his
duties to the Company.


The determination
of any event or events and circumstances constituting “Cause” shall be made by
the Board of Managers, which decision shall be final and binding on the
parties.


(b)           In
the event that Employee is terminated without Cause prior to the Expiration
Date, the Company shall pay Employee Base Salary at the rate prevailing for
Employee immediately prior to such termination for the period up to and
including 730 days as severance pay, payable in accordance with Company’s
normal payroll.  Employee shall also be
entitled to receive benefits to which he was entitled immediately preceding the
date of termination until the Expiration Date.


(c)           In
the event Employee is terminated without Cause at any time, in the event of the
death of the Employee or his Total Disability as defined in Section 4.3,
Employee or his estate shall be entitled to receive all incentive compensation
earned under the provisions of Section 3.2 above, such compensation to be paid
at the times and in the amounts as described in Exhibit A.


5.         Confidentiality
/ Intellectual Property / Noncompetition Covenant.


5.1           Confidential Information.  The Employee and the
Company recognize that due to the nature of his engagement hereunder, and the
relationship of the Employee to the Company, the Employee will have access to
and will acquire, and may assist in developing, confidential and proprietary
information relating to the business and operations of the Company and its
affiliates, including, without limiting the generality of the foregoing,
information with respect to their present and prospective products, systems,
customers, agents, processes, sales and marketing methods.  The Employee acknowledges that such
information has been and will continue to be of central importance to the
business of the Company and its affiliates and that disclosure of it to, or its
use by, others could cause substantial loss to the Company. Employee agrees
that he will not, during the term of this Agreement or at any time after the
termination hereof, disclose any of such confidential information to any third
party or use such confidential information in any way to compete with or to act
in any other way adverse to the Company, except with the prior written consent
of the Company.  Provisions of this
paragraph shall not however apply to information which is or which becomes
available to the general public through no fault of Employee.


5.3           Trade Secrets.  The Employee will keep confidential any trade
secrets or confidential or proprietary information of the Company and its
affiliates which are now known to him or which hereafter may become known to
him as a result of his employment or association with the Company and shall not
at any time directly or indirectly disclose any such information to any person,
firm or corporation, or use the same in any way other than in connection with
the business of the Company or its affiliates during and at all times after the
expiration of the term of



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employment.  For purposes of this Agreement, “trade secrets
or confidential or proprietary information” means information unique to the
Company or any of its affiliates that has a significant business purpose and is
not known or generally available from sources outside the Company or any of its
affiliates or typical of industry practice. 
Trade secrets or confidential or proprietary information may include
information with respect to the Company’s personnel records, present and
prospective products, systems, customers, agents, processes, sales and
marketing methods.


5.4           Patents.  The Employee will assign permanently to the
Company exclusive rights to any patents awarded to him on the basis of ideas
developed by the Employee for the Company during or prior to the Term of
Employment and its affiliates and ideas developed by the Employee within one
year following the termination of his employment from the Company which are
related to such employment and/or the business of the Company.


5.5           Noncompetition Covenant.  Employee agrees that during the term of his
employment hereunder and for a period of two years thereafter, Employee will
not compete with the Company by engaging in activities similar to those of the
Company within a 200 mile radius around the Company’s existing plant (“Covenant
Area”).  Such noncompetition covenant
shall include all forms of competition, direct or indirect, including
competition as an employee, proprietor, shareholder, officer, director,
consultant, trustee, independent contractor or in any other capacity with any
business or organization in the Covenant Area.


5.6           Injunctive
Relief.  It is agreed that Employee’s
services are unique, and that any breach or threatened breach by Employee of
any provisions of this Paragraph 5 may not be remedied solely by damages.  Accordingly, in the event of a breach or
threatened breach by Employee of any of the provisions of this Paragraph 5, the
Company shall be entitled to injunctive relief without a showing of actual
damages, restraining Employee and any business, firm, partnership, individual,
corporation, or entity participating in such breach or attempted breach, from
engaging in any activity which would constitute a breach of this Paragraph
5.  Nothing herein, however, shall be
construed as prohibiting the Company from pursuing any other remedies available
at law or in equity for such breach or threatened breach, including the
recovery of damages.


5.7           The
provisions of this Paragraph 5 shall survive the termination of this Agreement
and the termination of Employee’s employment for any reason.


6.             Miscellaneous.


6.1           Assignability.  Employee may not assign his rights and
obligations under this Agreement without the prior written consent of the
Company, which consent may be withheld for any reason or for no reason.


6.2           Severability.  In the event that any of the provisions of
this Agreement shall be held to be invalid or unenforceable, the remaining
provisions shall nevertheless continue to be valid and enforceable as though
the invalid or unenforceable parts had not been included therein.  Without limiting the generality of the
foregoing, in the event that any provision of Paragraph 6



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relating to time
period and/or areas of restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or areas(s) such court deems
enforceable, said time period and/or area(s) of restriction shall be deemed to
become, and thereafter be, the maximum time period and/or area for which such
are enforceable.


6.3           Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties relating to the subject
matter hereof and supersedes all prior agreements or understandings among the
parties hereto with respect to the subject matter hereof.


6.4           Amendments.  This Agreement shall not be amended or
modified except by a writing signed by both parties hereto.


6.5           Waiver.  The failure of either party at any time to
require performance of the other party of any provision of this Agreement shall
in no way affect the right of such party thereafter to enforce the same
provision, nor shall the waiver by either party of any breach of any provision
hereof be taken or held to be a waiver of any other or subsequent breach, or as
a waiver of the provision itself.  This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Kansas without regard to the conflict of laws of such State.  The benefits of this Agreement may not be
assigned nor any duties under this Agreement be delegated by Employee without
the prior written consent of the Company, except as contemplated in this
Agreement.  This Agreement and all of its
rights, privileges, and obligations will be binding upon the parties and all
successors and agreed to assigns thereof.


6.6           Binding Agreement.  This Agreement shall be effective as
of the date hereof and shall be binding upon and inure to the benefit of the
Employee, his heirs, personal and legal representatives, guardians and
permitted assigns.  The rights and
obligations of the Company under this Agreement shall inure to the benefit of
and shall be binding upon any successor or assignee of the Company.


6.7           Headings.  The headings or titles in this Agreement are
for the purpose of reference only and shall not in any way affect the
interpretation or construction of this Agreement.


6.8           No Conflict.  The Employee represents and warrants that he
is not subject to any agreement, order, judgment or decree of any kind that
would prevent him from entering into this Agreement or performing fully his
obligations hereunder.


6.9           Survival.  The rights and obligations of the parties
shall survive the termination of Employee to the extent that any performance is
required under this Agreement.


6.10         Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same document.


6.11         Notices.  Any notice to be given hereunder by either
party to the other may be effected in writing by personal delivery, or by mail,
certified with postage prepaid, or by



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overnight delivery
service.  Notices sent by mail or by an
overnight delivery service shall be addressed to the parties at the addresses
appearing following their signatures below, or upon the employment records of
the Company but either party may change its or his address by written notice in
accordance with this paragraph.


6.12         Opportunity
to Consult Counsel.  The Parties
hereto represent and agree that, prior to executing this Agreement, each has
had the opportunity to consult with independent counsel concerning the terms of
this Agreement.


6.13         Attorney
Fees.  In the event of any dispute,
arbitration, litigation between the Parties or proceeding before any court of
competent jurisdiction, the prevailing party shall be entitled to reasonable
attorney fee, costs and expenses.


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


THE COMPANY:

WESTERN PLAINS ENERGY, L.L.C.


	
  By:

  	
     /s/ Jeff Torluemke

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Jeff Torluemke

  	
   

  
	
  Print Name

  
				



 


EMPLOYEE:


	
  

  	
  /s/ Steven R. McNinch

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Steven R. McNinch

  	
   

  
	
  Print Name

  
				



 



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