AMENDMENT NUMBER ONE To LETTER OF INTENT (“LOI”) DATED APRIL 19, 2005 by and between FAGEN, INC. (“FAGEN”) and E ENERGY ADAMS, LLC (“OWNER”)

Exhibit 10.5

AMENDMENT NUMBER ONE
To
LETTER OF INTENT (“LOI”)
DATED APRIL 19, 2005
by and between
XXXXX, INC. (“XXXXX”)
and
E ENERGY XXXXX, LLC (“OWNER”)

This Amendment Number One is entered into this 12^th day of July, 2005, by and between Xxxxx, Inc., a Minnesota Corporation (“Xxxxx”) and E Energy Xxxxx, LLC, a Nebraska Limited Liability Company (“Owner”).

Anything to the contrary contained in the LOI between the parties hereto, and in consideration of the mutual promises, covenants, and conditions contained in the LOI and contained herein, and for other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree that the terms and conditions of this Amendment Number One shall prevail.

The parties hereto agree as follows:

	1.		The first paragraph of the LOI is amended and replaced as follows:
			Owner is an entity organized to facilitate the development and building of a locally-owned 50 MGY gas-fired fuel ethanol plant with dry fractionation in Xxxxx, Nebraska (the “Facility” or “Project”);
	2.		Section 3 of the LOI is amended and replaced as follows:
			Xxxxx agrees to Design-Build the Facility, utilizing ICM, Inc. technology in the plant process, for a lump sum price of $76,619,000.00. This lump sum price shall remain firm by Xxxxx to Owner until December 31, 2005, and may be subject to revision and/or escalation by Xxxxx after such date.

The other provisions of the LOI shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number One on the date set forth above.

XXXXX, INC.		E ENERGY XXXXX, LLC (Owner)
By /s/ Xxx Xxxxx		By /s/ Xxxx X. Xxxxxxxx
Title CEO & President		Title President