Preview | Consulting Agreement |

This Consulting Agreement (the Agreement) is made this 22 day of May , 2006 (the Effective Date), by and between Above Zero Media, LLC, a North Dakota limited liability company, with an address of 3049 24^th Avenue SW Fargo, North Dakota 58103, (Above Zero Media), and One Earth Energy, LLC, an Illinois limited liability company, with an address of 1306 West 8^th Street, Gibson City, IL 60936 (Client).

1. Term; Termination. Above Zero Medias engagement with Client shall commence as of the Effective Date and shall continue, unless extended by mutual agreement of the parties or sooner terminated as provided herein, until the actual closing (execution and delivery of all required documents) by Client with its project lender(s) for debt financing, including senior and subordinated debt and any other Project financing characterized by debt obligations and repayable as debt which is required by the Project lender(s) or which is deemed necessary or prudent in the sole discretion of Clients board of directors (Financial Close). Notwithstanding the foregoing, either party may terminate the Agreement, at any time with or without cause, upon thirty (30) days prior written or oral notice to the other party.

	a.		Assist negotiations of contracts with various service and product providers;

	b.		Assist the planning of the Clients equity marketing effort, including, without limitation, preparation of written and visual equity marketing materials (including, but not limited to, a power point presentation and informational video), and training Clients officers and directors to conduct Clients equity marketing effort;

	c.		Assist the education of local lenders including, without limitation, the preparation of a bankers book tailored to the Project; and

	d.		Assist in graphic design of the Clients marketing materials;

	e.		Assist in placement of print and electronic media;

	f.		Assist in planning of the Clients local marketing efforts;

	g.		Assist in recommendation of equipment needs for presentation; and

	h.		Perform such other services as Client may from time to time reasonably request, provided that such other services are reasonably within the scope of the Services the parties anticipate will be provided as set forth in this Agreement.

Notwithstanding the foregoing, neither Above Zero, nor its members, managers, officers, employees or agents shall be asked to, nor will actually solicit an offer to buy, or accept an offer to sell, any equity security to be issued by Client.

Subject to Clients approval, Above Zero Media shall determine the manner in which Services are to be performed and the specific hours to be worked by Above Zero Media. Above Zero Media acknowledges and agrees to work as many hours as may be reasonably necessary to fulfill Above Zero Medias commitments under this Agreement, in the sole discretion of Client.

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