THIS CONTRACT is made effective on the latest date of signature below, (the “Effective Date”), by and between:

Exhibit 10.5

THIS CONTRACT is made effective on the latest date of signature below, (the “Effective Date”), by and between:

Ebenezer Mgmt, LLC (“LLC”)

0000 000^xx Xxxxxx

Xxxxxx, XX 00000

And:

Blackhawk Biofuels, LLC (“Client”)

00 Xxxxx Xxxxxxx Xxx

Xxxxxxxx, XX 00000

Premises

A. LLC is an independent for profit, entity created to provide general business, financial and marketing development and planning assistance to new and existing business ventures.

B. Client is an Delaware LLC formed to build and operate a biodiesel production facility for its ownership.

C. Client has an interest in retaining LLC to provide certain planning and support assistance. LLC has agreed to provide such services, subject to the terms and conditions included below.

TERMS AND CONDITIONS

NOW, THEREFORE, consistent with the above premises and in consideration of covenants and agreements set forth herein, the parties agree as follows:

Section 1. Purpose and Intent. LLC agrees to provide consultation and assistance to LLC at the direction of the Board of Directors. Assistance will include contract negotiations with possible vendors, assistance in negotiating a lead lender, and duties as assigned.

Section 2. Scope of Services. The professional services that LLC will provide to Client are as set forth below (collectively, the “Services”). Notwithstanding anything herein to the contrary, LLC is not permitted and will not be required to perform or assist in any function that may, in LLC determination, cause LLC to be in violation of applicable state or federal securities laws.

• LLC shall devote its best efforts and all time necessary to perform the agreed Services; however, LLC has no obligation to work exclusively for Client or to work any particular hours or days or any particular number of hours or days in providing Services to Client.

• LLC cannot guarantee any particular result due to the Client’s ultimate control of their company and staff.

• Client is expected to cooperate fully and candidly with LLC and provide all information now or hereafter known by or available to Client which may aid LLC in providing assistance.

• LLC will consult with Client as necessary to ensure timely, effective and efficient completion of services.

SCOPE OF SERVICES

1. Assistance with vendor negotiations.

2. Assistance with SEC filing.

3. Assistance with obtaining a lead lender and financial closing.

4. Assistance with the equity drive.

5. Duties as assigned.

Section 3. Term. The term of the parties’ engagement will commence on or after the Effective Date and will continue until items listed in the scope of services are completed to Clients satisfaction, with the intention that services will be terminated when equity drive is completed and financing package is approved. This contract can be terminated upon fourteen (14) days written notice of termination delivered by one party to the other.

Section 4. Payment for Services. Client agrees to pay LLC for the Scope of Services as follows:

(a) $10,000 at the time of execution of this contract

(b) $10,000 upon approval by the SEC of proposed securities offering.

(c) $5,000 upon commencement of equity drive.

(d) $10,000 when financial package has received approval by Client and lead lender.

(d) Invoice(s) will be sent as needed and are due and payable within thirty (30) days of their date. Except as provided in Section 5 below, these payments will be the only payments from Client to LLC in connection with the Services. LLC shall be solely responsible for the payment of employees or independent contractors utilized in providing any Service.

(f) Additional compensation shall take the form of Blackhawk Biofuels, LLC stock in the amount of $25,000, to be transferred to LLC at the time construction begins.

(g) LLC to also receive additional compensation in the amount of 1% of any grant funds received by Client, in excess of possible funds received from the USDA VAPG and Energy grant programs.

Section 5. Expenses. Client shall reimburse LLC for all reasonable and ordinary expenses incurred by LLC in the performance of the Services, including but not limited to reimbursement for automobile mileage at current IRS rate.

Section 6. Survival of Termination. The provisions of this Memorandum relating to indemnification from one party to the other party will survive any termination or expiration of the parties’ engagement. In addition, any provisions of this Memorandum regarding payment for Services will survive termination or expiration of the parties’ engagement.

Section 7. Compliance with Laws and Regulations. The LLC and the Client, by their signatures affixed below, assure that each contracting party is operating in compliance with all applicable federal, state and local statues, rules and regulations. Notwithstanding anything herein to the contrary, in the event LLC or Client, in consultation with legal counsel, develop a good faith concern that any activity of the parties is in violation of any applicable federal, state or local law or any regulation, order or policy issued under any such law, such party shall immediately notify the other party in writing of such concern, the specific activities giving rise to such concern and the reasons for such concern. If an agreement on a method for resolving such concern is not reached within five (5) business days of such written notice, the activities described in the notice will cease or be appropriately modified until the concern is resolved. If the concern is not resolved within thirty (30) days of the notice, the parties’ engagement will immediately terminate.

Section 8. No Agency. The parties understand and agree that each is an independent contractor engaged in the operation of its own respective business; that neither party shall be considered to be the agent of the other party for any purpose whatsoever; and that neither has any general authority to enter into any contract, assume any obligations or make any warranties or representations on behalf of the other.

Section 9. Confidential Information. Information not generally known by the public regarding Client’s business shall be treated as “confidential information” to the extent permitted by law. Any confidential information given to LLC by Client is provided only for the purposes of assisting LLC in the performance of the Services. Unless LLC has the prior written consent of Client, LLC shall not disclose any confidential information to any third party, except as necessary in the performance of the Services.

Section 10. Securities Indemnification. Client represents and warrants that any securities offered in connection with any Equity Drive will be offered in strict compliance with state and federal securities registration and reporting requirements or in strict compliance with available exemptions from such requirements. Client hereby agrees to indemnify, defend and hold LLC harmless from and against any and all causes of action, lawsuits, claims, demands or penalties of any nature whatsoever (including the costs, expenses and reasonable attorneys fees on account thereof) that may be made by any person or entity for liabilities, losses, costs, expenses, damages or injuries of any kind arising from or in consequence of a defect in Client’s securities offering or offering materials.

Section 11. General Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other party with respect to any third-party claims, demands or causes of action arising from this contract to the extent that the indemnifying party’s negligent or wrongful acts or omissions give rise to said third-party claims, demands or actions. Indemnification hereunder shall cover, but is not limited to, all liability, loss, damage, costs, expenses and reasonable attorney fees incident to any of the foregoing.

Section 12. Limitation of Liability. In no event shall one party be liable to the other party for lost revenues, lost profits or other incidental or consequential damages.

Section 13. Logos, Copyrights and Trademarks. Client is responsible for verifying that any and all creative work produced by LLC can legally be used.

Notices.

All notices or other communications to be given under this Memorandum shall be deemed given when made in writing and either personally delivered, delivered via facsimile or mailed by certified mail, return receipt requested, postage prepaid, with proper address to the following addresses and/or facsimile numbers (unless such address or facsimile number is changed by appropriate notice):

If to LLC:	Ebenezer Mgmt, LLC
	0000 000xx Xxxxxx
	Xxxxxx, XX 00000	1-515-838-2788
If to Client:	Blackhawk Biofuels, LLC
	00 Xxxxx Xxxxxxx Xxx
	Xxxxxxxx XX 00000	1-815-235-4727

Section 14. Representations. Each party represents and warrants that it has the requisite authority to execute this Memorandum and perform in accordance with its terms. Each party acknowledges that it intends to be contractually bound by the terms of this Memorandum.

Section 15. Governing Law. This Memorandum shall be governed by and construed in accordance

with the laws of the State of Iowa.

Section 16. Headings. The headings of this Memorandum are inserted for convenience of reference only and in no way describe or limit the scope or intent of the parties’ agreement.

Section 17. Entire Agreement. This Memorandum constitutes the entire agreement between LLC and Client and supersedes all prior understandings, agreements or arrangements between the parties with respect to the Services. Any modification of this Contract, or additional obligation assumed by either party in connection with the Services, must be mutually acceptable and in writing.

Section 18. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original, but which together shall be one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their respective authorized representatives.

	Ebenezer Mgmt, LLC							Client: Blackhawk Biofuels, LLC
	Signature:			/s/ Xxxx Xxxxxxxxxxxx				Signature:	/s/ Xxxxxx X. Xxxxx
	By:	Xxxx Xxxxxxxxxxxx						By: Xxx Xxxxx
	Title:		Manager					Title: Chairman
	Phone: 0-000-000-0000							Phone: 1-815- 000-0000
	Dated:  5/10/06							Dated:  5/10/06