**Exhibit 10.2**

**AMENDED AND RESTATED**

**ETHANOLMARKETING AGREEMENT***

**THISETHANOL MARKETING AGREEMENT**(the “Agreement”) is entered intoon 29, 2007, to be effective as of the “Effective Date” (defined in Section1(c) hereof), by and between Archer Daniels Midland Co., a Delaware corporationwith its principal place of business in Decatur, Illinois (“ADM”), and LSCP,L.L.L.P., an Iowa limited liability limited partnership with its principalplace of business in Marcus, Iowa (“LS”).

**BACKGROUND**

**WHEREAS,**ADMand LS are both in the business of processing corn to produce ethanol forcommercial sale; and

**WHEREAS,**ADMhas knowledge of the ethanol industry in the United States, and has experiencerelated to ethanol marketing, sales, and distribution; and

**WHEREAS,** LS entered into anEthanol Marketing Agreement ,dated February 19, 2002, with Minnesota CornProcessors, LLC (the “Initial Agreement”); and

**WHEREAS,**Minnesota Corn Processors, LLC subsequently assigned the Initial Agreement toADM and ADM assumed all the rights, duties and obligations of Minnesota CornProcessors under the Initial Agreement; and

**WHEREAS,**LS and ADM believe that it would be in their mutual best interests for ADM tocontinue to purchase ethanol produced by LS, for purposes of marketing,selling, and distributing that ethanol, along with the ethanol produced by ADM;and

**WHEREAS,**LSand ADM desire to amend and restate the Initial Agreement, for purposes ofsetting out the terms and conditions of the business arrangement.

**NOW,THEREFORE,**the parties to this Agreement hereby covenant andagree as follows:

**AGREEMENT**

1.             **TERMS OF THIS AGREEMENT.**

(a)           **The Initial Term.**  The term of this Agreement willbe for four years from its Effective Date, unless this Agreement is terminatedearlier in the manner described below in Section 2.  That four-year period will hereafter bereferred to as the “Initial Term.”

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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(b)**          ****The Renewal Terms.** Unless this Agreement is terminated in the manner described below inSection 2, this Agreement will automatically renew for successive additionalterms of one year each.  These additionalterms will each be referred to hereafter as a “Renewal Term.”

(c)           **Effective Date.**  “EffectiveDate” means the earlier of the date upon which this Agreement is executed orFebruary 19, 2007.

2.             **TERMINATION.** This Agreement may be terminated under the circumstances set out below.

(a)           **Termination for Intentional Misconduct.**  If eitherparty engages in intentional misconduct reasonably likely to result insignificant adverse consequences to the other party, the party harmed or likelyto be harmed by the intentional misconduct may terminate this Agreementimmediately, upon written notice to the party engaging in the intentionalmisconduct.

(b)           **Termination for Uncured Breach.**  If one of theparties breaches the terms of this Agreement, the other party may give thebreaching party a notice in writing which specifically sets out the nature andextent of the breach, and the steps that must be taken to cure the breach.  After receiving the written notice, thebreaching party will then have thirty (30) days to cure the breach, if thebreach does not involve a failure to make any payments which are required bythis Agreement.

If the breach doesinvolve a failure to make any payments which are required by this Agreement,then the breaching party will have five (5) days after receiving the writtennotice to cure the breach.  If thebreaching party does not cure any breach within the applicable cure period,then the non-breaching party will have the right to terminate this Agreementimmediately.

(c)**        ****Termination at the End of the Initial Term or Any Renewal Term.** Either party may terminate this Agreement at the end of the InitialTerm, or at the end of any Renewal Term, by providing the other party with awritten notice of intent to terminate. Such a written notice of intent to terminate must specify the proposedtermination date, and must be received by the non-terminating party at leastthree (3) months before the proposed termination date.

(d)           **Termination by Mutual Written Agreement.**  This Agreementmay also be terminated upon any terms and under any conditions which aremutually agreed upon in writing by the parties.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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3.             **REPRESENTATIONS AND WARRANTIES OF LS.**  In connectionwith its sale of ethanol to ADM under this Agreement, LS makes the followingrepresentations and warranties, for the benefit of ADM:

(a)           **Good Title.**  LS will have good and marketable title to allof the ethanol sold to ADM under this Agreement, free and clear of all liensand encumbrances.

(b)**          ****Corporate Existence and GoodStanding.**  LS is a limited liability limited partnershipvalidly existing and in good standing under the laws of the State of Iowa.

(c)**          ****Corporate Authority and CorporateApproval.**  LS has the power and authority to enter intothis Agreement.  Further, LS has takenall corporate action necessary to authorize it to execute, become bound by, andperform its duties and obligations under this Agreement.

(d)**          ****No Conflicts as to Law orAgreements.**  The execution of this Agreement by LS, thesale and transfer of ethanol from LS to ADM, and the taking of all actions byLS under this Agreement do not require the consent of any person, entity, oragency; do not violate any law, rule, or regulation; and do not breach orviolate any contract or agreement to which LS is a party, or by which LS isbound.

(e)**          ****Compliance with Laws.** LS is now in compliance, and during the entire term of this Agreementwill remain in compliance, with all applicable federal, state, local, andforeign laws, ordinances, orders, rules, and regulations (“Laws”), other thanLaws where neither the costs or potential costs of failing to comply, nor thecosts or potential costs of causing compliance, would be material to LS or itsbusiness or assets.  The definition ofLaws set out above includes, but is not limited to, the Toxic SubstancesControl Act (“TOSCA”), and all other laws related to the protection of theenvironment (“Environmental Laws”).

(f)**           ****Complete and Accurate Disclosure.** LS has not withheld from ADM any documents, information, or materialfacts relating to LS’s ethanol production capabilities, and/or relating to thebusiness operations of LS.  Further, norepresentation or warranty in this Agreement, or in any letter, certificate,exhibit, schedule, statement, or other document furnished or to be furnishedpursuant to this Agreement, contains any untrue statement of a material fact.

(g)**          ****Licenses and Permits.** LS now has, and will have at all times during the term of thisAgreement, all of the licenses and permits necessary to operate the LSProduction Facilities.

(h)           **Production Capacity.**  The amount ofethanol that LS is capable of producing each year, based on the nameplate designcapacity of all of the LS Production Facilities, will hereafter be referred toas LS’s “Annual Production Capacity.” The nameplate

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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design capacity of LS’sethanol plant in Marcus, Iowa, is at least fifty-two million (52,000,000)gallons of ethanol per year and that is LS’s Annual Production Capacity as ofthe Effective Date of this Agreement.  LShas the plant capacity and the technical capability to produce the quality ofethanol required under this Agreement, in the quantities required under thisAgreement.

LS is currentlyundergoing an expansion which will increase LS’s nameplate design capacity byan addition forty million (40,000,000) gallons of ethanol per year.  Upon completion of LS’s expansion, thenameplate design capacity and Annual Production Capacity of LS’s ethanol plantin Marcus, Iowa will be at least ninety-two million (92,000,000) gallons ofethanol per year.  At such time as theexpansion is complete, ADM and LS agree that the nameplate design capacity andAnnual Production Capacity will automatically increase to ninety-two million(92,000,000) gallons of ethanol per year. LS shall provide ADM with written notice at such time as LS reasonablybelieves that such expansion is six (6) months from completion, three (3)months from completion and one (1) month from completion.

(i)**           ****Product Quality.** All of the ethanol sold to ADM by LS under this Agreement will be ofmerchantable quality, and will be fit for its intended purpose.  All such ethanol must meet all applicableASTM Standards, must meet the ethanol standards established by the WilliamsPipeline test, and must meet the ethanol standards established by all otherstandard ethanol industry tests.

(j)**           ****Patent Infringement.** LS is not now, and will not be at any time in the future during the termof this Agreement, infringing upon any patents or other intellectual propertyrights held by any other parties.

4.             **REPRESENTATIONS AND WARRANTIES OF ADM.**  In connection with providing the serviceson behalf of LS which are described in this Agreement, ADM makes the followingrepresentations and warranties, for the benefit of LS:

(a)           **Corporate Existence and Good Standing.**  ADM is acorporation validly existing and in good standing under the laws of the Stateof Delaware.

(b)           **Corporate Authority and Corporate Approval**. ADM has the power and the authority to enter into this Agreement.  Further, ADM has taken all corporate actionnecessary to authorize it to execute, become bound by, and perform its dutiesand obligations under this Agreement.

(c)           **No Conflicts as to Law or Agreements**.  The executionof this Agreement by ADM, the purchasing of ethanol from LS by ADM, and thetaking of all actions by ADM under this Agreement do not require the consent ofany person, entity, or agency; do not violate any law, rule, or regulation; anddo not breach or violate any contract or agreement to which ADM is a party, orby which ADM is bound.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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(d)           **Compliance with Laws.**  ADM is now incompliance, and during the entire term of this Agreement will remain incompliance, with all applicable federal, state, local, and foreign laws,ordinances, orders, rules, and regulations (“Laws”), other than Laws whereneither the costs or potential costs of failing to comply, nor the costs orpotential costs of causing compliance, would be material to ADM or its businessor assets.  The definition of Laws setout above includes, but is not limited to, the Toxic Substances Control Act (“TOSCA”),and all other laws related to the protection of the environment (“EnvironmentalLaws”).

(e)           **Licenses and Permits.**  ADM now has,and will have at all times during the term of this Agreement, all of thelicenses and permits necessary to perform its obligations under this Agreement.

(f)            **Product Quality.**  All of the ethanol produced byADM and sold to its customers under this Agreement will be of merchantablequality, and will be fit for its intended purpose.  All such ethanol must meet all applicableASTM Standards, must meet the ethanol standards established by the WilliamsPipeline test, and must meet the ethanol standards established by all otherstandard ethanol industry tests.

(g)           **Patent Infringement.**  ADM is notnow, and will not be at any time in the future during the term of thisAgreement, infringing upon any patents or other intellectual property rightsheld by any other parties.

5.             **QUANTITY.** During the entire term of this Agreement, LS agrees to sell to ADM, andADM agrees to purchase from LS, all of the ethanol produced by LS at itsproduction facility near Marcus, Iowa (the “LS Production Facilities”).

6.             **PRODUCTION ESTIMATES.**  As of theEffective Date of this Agreement, LS will provide ADM with LS’s best estimateof LS’s anticipated monthly ethanol production for the next twelve (12) months,to assist ADM in developing appropriate marketing strategies for the ethanol tobe produced by LS.

On or before the firstday of each month, LS will provide ADM with its updated best estimate of LS’santicipated monthly ethanol production for the next twelve (12) months, so thatADM will have ethanol production estimates from LS twelve (12) months into thefuture during the entire time that this Agreement is in effect.

Once this Agreement hasbeen terminated under Section 2(a), Section 2(b), or Section 2(d) above, LSwill no longer be required to provide ADM with any further monthly ethanolproduction estimates, except to the extent required in any written terminationagreement between the parties entered into under Section 2(d) above.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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Once either party hassent a written notice of intent to terminate this Agreement under Section 2(c)above, LS’s monthly ethanol production estimates must continue to cover thetime period through the proposed termination date, but need not extend to anymonths after the proposed termination date.

7.             **MONTHLY ETHANOL VOLUME REQUIREMENTS**

(a)           **Development of the Ethanol Volume Requirement**.  On or before the first day of the month, LSwill provide ADM with written notice setting out the number of gallons ofethanol that LS expects to produce and make available for sale under thisAgreement during the next month (the “Ethanol Volume Requirement”).

Forexample, on or before April 1, the LS will provide ADM with its Ethanol VolumeRequirement for the next month, which would be May.

(b)           **Intent of the Parties to Transact at orNear Full Capacity**.  Both parties acknowledge and agree that ifmarket conditions and other conditions are favorable, LS intends to operate theLS Production Facilities at or near full capacity.

8.             **SHORTFALLS IN THE MONTHLY ETHANOL VOLUME REQUIREMENTS OF LS. **To the extent that LS fails to produce enough ethanolto meet LS’s Ethanol Volume Requirement in any month, ADM will have the rightto purchase ethanol elsewhere, in a commercially reasonable manner, in order tocover the shortfall.  All costs and expensesrelated to such purchases which are in excess of the costs and expenses thatADM would have incurred in the absence of such a shortfall will be charged toLS.

9.             **EXCESSETHANOL PRODUCTION.  **To the extent that LS produces morethan the Ethanol Volume Requirement for a particular month, ADM may, but is notrequired to take immediate delivery of such excess ethanol.  If ADM does not take immediate delivery ofsuch excess ethanol, LS shall add such excess ethanol to the Ethanol VolumeRequirement for the next month, and store such excess ethanol at its ownexpense until the next month.

10.           **SERVICES TOBE PROVIDED BY ADM**.  ADM inits sole discretion will provide, in good faith, the marketing, sales, storage,and transportation services for the ethanol produced under this Agreement.

11.           **QUALITYASSURANCE AND QUALITY CONTROL.**

(a)           **Ongoing QA and QC Support.**  As reasonablyrequested by either party, ADM will provide reasonably appropriate qualityassurance (“QA”) and quality control (“QC”) support to LS, to assist LS inconsistently producing ethanol at the LS Production Facilities 

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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which meets the standardsfor product quality which are set out in Section 3(i) of this Agreement.

(b)           **LS’s Responsibility and Liability for the Ethanol that it Produces.** Notwithstanding ADM’s agreement to provide LS with QA and QC support inthe manner described in this Section 11, the parties agree that LS willultimately be responsible for the quality of the ethanol produced at the LSProduction Facilities.  Further, theparties agree that LS, and not ADM, will be responsible and liable for allclaims related to the quality of the ethanol produced by LS at the LSProduction Facilities.

(c)           **LS’s Release of ADM from Liability Related to QA and QC Support.** ADM’s agreement to provide QA and QC support to LS under this Agreementis a good faith attempt by ADM to help LS meet the ethanol quality standardsset out in this Agreement, for the mutual benefit of ADM and LS.  However, ADM’s agreement to provide QA and QCsupport to LS does not constitute a warranty or a guarantee of any type withrespect to the quality of the ethanol produced by LS.  Thus, LS and all of its related persons andorganizations hereby release ADM and all of its related persons andorganizations from all liability, in the absence of gross negligence and/orwillful misconduct, related to the QA and QC support provided to LS by ADMunder this Agreement.

12.           **SALES TO ADM’S ETHANOL CUSTOMERS.**  When ADM sellsthe ethanol produced under this Agreement to its customers, the partiesunderstand and agree that the ethanol sales prices, and all other terms andconditions of ethanol sales to customers under this Agreement, will beestablished by ADM subject to commercially reasonable standards.  These decisions may be made by ADM, withoutthe need for obtaining consent from LS.

13.           **PAYMENTS TO ADM FOR SERVICES PROVIDED**.  In exchangefor the marketing, sales, storage, and transportation services provided by ADMunder Section 10 above during the Initial Term, LS will pay ADM the sum of **[*]**.  During eachRenewal Term, the fee paid to ADM by LS for these same services will benegotiated and agreed upon by the parties.

During any time periodafter the Initial Term when the parties have not agreed upon the amount that LSwill pay ADM for these services, the fee paid to ADM by LS for these serviceswill be **[*]**LS will pay ADM this fee forservices by the fourteenth day of each month, for the services provided and thegallons of ethanol sold by ADM during the previous month.

14.           **INDEPENDENT CONTRACTOR STATUS OF ADM, AND EMPLOYMENT STATUS OF ADM’SEMPLOYEES.**  Nothing contained in this Agreement,including the services to be provided by ADM on behalf of LS, will make ADM theagent of LS for any purpose.  ADM and itsemployees shall be deemed to be independent contractors, with full control overthe manner and method of performance of the services they will be providing onbehalf of LS under this Agreement.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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Any of the employees ofADM which are providing services on behalf of LS under this Agreement willremain employees of ADM.  These employeeswill continue to be paid by ADM and to enjoy the benefits to which they areentitled as employees of ADM, unless otherwise provided in any separateagreement covering the services of such employees.

15.           **SEPARATE ENTITIES.**  LS and ADM areseparate entities.  Nothing in thisAgreement or otherwise shall be construed to create any rights or liabilitiesof either party to this Agreement with regard to any rights, privileges,duties, or liabilities of the other party to this Agreement, except to theextent otherwise provided in this Agreement, or in any other agreement betweenthe parties to this Agreement.

16.           **ORDERING AND SHIPPING PROCEDURES.**  ADM and LSagree to follow the ordering and shipping policies and procedures currently inplace, attached hereto as “Exhibit A.”

17.           **PRODUCT DISTRIBUTION.**

(a)           **The ADM Production Facilities.**  ADM presentlyproduces ethanol at its plant in Marshall, Minnesota (the “Marshall Plant”),and at its plant in Columbus, Nebraska (the “Columbus Plant”).  The Marshall Plant and the Columbus Plant maybe collectively referred to hereafter as the “ADM Production Facilities.”

(b)           **Product Substitution.**  The partiesagree that the ethanol produced at the ADM Production Facilities and theethanol produced at the LS Production Facilities will be considered fungibleand interchangeable for purposes of product distribution under thisAgreement.  ADM will not brand, label, orotherwise identify any ethanol sold under this Agreement differently becausethat ethanol was produced at the LS Production Facilities, as opposed to beingproduced at the ADM Production Facilities.

(c)           **Efficient Product Distribution**. When customers purchase ethanol from ADM that has been produced underthis Agreement, ADM may fill the orders of those customers with ethanolproduced at the LS Production Facilities, the ADM Production Facilities, orboth.  ADM will manage the factors suchas customer and delivery locations, order sizes, freight availability, andproduct delivery logistics in a manner that will result in a reasonablyefficient and cost effective product distribution, for the mutual benefit ofboth LS and ADM.

18.           **PRODUCTTESTING.**  At least twice eachweek during the term of this Agreement, and more often at the request of ADM,LS agrees to provide ADM with samples of the ethanol produced at the LSProduction Facilities, so that ADM can test LS’s product quality on a regularbasis.  ADM agrees to provide LS with theinformation LS will need in order to collect, pack, and ship these ethanolsamples to ADM in a manner satisfactory to ADM.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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19.           **COLLECTIONAND RETENTION OF PRODUCT SAMPLES.**

(a)           **Collectionof Product Samples.**  Duringthe entire term of this Agreement, LS agrees to collect samples of not lessthan 250 milliliters each from each shipment of ethanol that leaves the LSProduction Facilities under this Agreement. Each such product sample will be labeled to include the production date,the plant at which the product sample was produced, and any other applicableinformation.

(b)           **Retention ofProduct Samples**.  LS agrees toretain these product samples for at least three months after the date of theshipment from which each product sample was taken, in a manner which preservesthe integrity of each individual product sample.  Further, LS agrees to promptly provide any ofthese samples to ADM, at the request of ADM.

20.           **THE ACTUALPRICE FOR ETHANOL SOLD TO ADM BY LS.** ADM agrees to pay LS a price for all ethanol sold to ADM by LS underthis Agreement that is equal to the “Final Average Net Ethanol Selling Price,”as defined in this Section 20.  Forpurposes of this Agreement, the Final Average Net Ethanol Selling Price will becalculated as follows:

(a)           [*]

(b)**          **[*]

(c)**          **[*]

(d)           [*]

21.           **THE ESTIMATED PRICE FOR ETHANOL SOLD TO ADM BY LS.**

(a)           [*]

(b)           [*]

(c)           **Invoices and Payments Between LS and ADM.** LS will invoice ADM, upon shipment, at the applicable Estimated AverageNet Ethanol Selling Price for all ethanol sold to ADM by LS under thisAgreement.  ADM will pay LS for all suchethanol on a “Net 15 Days” basis.

(d)           [*]

(e)           **Reconciliation of Estimated Selling Prices and Actual Selling PricesAfter Each Month.**  Within fourteen (14) days after ADM providesLS with the actual Final 

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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Average Net EthanolSelling Price for the preceding month, the parties will reconcile thedifference between the Estimated Average Net Ethanol Selling Price and theactual Final Average Net Ethanol Selling Price for the preceding month.  If the Estimated Average Net Ethanol SellingPrice exceeded the Final Average Net Ethanol Selling Price, then LS will refundto ADM the overpayments that it previously received from ADM, within fourteen(14) days after the completion of this actual and estimated selling pricereconciliation.  In lieu of LS directlyrefunding any amounts to ADM by separate payment, and ADM directly refundingany amounts to LS by separate payment, under this Section 21(e), the partiesmay offset the required amounts on their next respective monthly payments.

On the other hand, if theEstimated Average Net Ethanol Selling Price was less than the actual FinalAverage Net Ethanol Selling Price, then ADM will pay LS the additional amountsowed to LS, within fourteen (14) days after the completion of this actual andestimated selling price reconciliation.

22.           **MONTHLY MEETINGS.**  Representatives of LS and ADMwill meet on a monthly basis to discuss issues related to this Agreement.  It is the intent of both LS and ADM thatthese monthly meetings be conducted in a manner that complies with allapplicable state and federal laws.

23.           **MONTHLY RECONCILIATION OF SHIPMENT VOLUMES**.  On a monthly basis, LS and ADM will compareand reconcile their information related to the volumes of ethanol shipped fromthe LS Production Facilities, in order to minimize disputes and disagreementsbetween them under this Agreement, and in order to provide more accurateinformation for calculating the Average Net Ethanol Selling Price under Section20 of this Agreement.

In the event that theparties are unable to agree on which party’s numbers are correct for any month,the average of the parties’ numbers for such month shall be used unless eitherparty demands resolution of the issue pursuant to Section 31 of this Agreement.

24.**          ****AUDITING OF ADM’S BOOKS ANDRECORDS.**

(a)           **Audit of Records**.  During the term of this Agreement, LS may eitherperiodically inspect or periodically require that quarterly or annual audits orreviews performed upon those books and records of ADM directly related to theethanol bought and sold under this Agreement. The audits or reviews shall be performed in accordance with generallyaccepted accounting principals by an independent certified public accountingfirm selected by LS.  The purposes of theaudits shall be to confirm the accuracy and completeness of information providedby ADM to LS, the Average Net Ethanol Selling Price, ADM’s sales and shipmentvolumes for ethanol purchased under this Agreement, and to verify any otherinformation related to this Agreement.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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LS shall be responsiblefor any accounting fees incurred during such audits or reviews.

(b)           **Confidentiality Obligations**.  Any suchindependent public accountants hired by LS will be subject to the sameconfidentiality obligations that LS is subject to under Section 26 of thisAgreement.   LS agrees to inform itsaccountants of those confidentiality obligations.

(c)           **Challenges**. Any disputes arising from the audit or review of ADM’s books and recordsshall be resolved pursuant to Section 31 hereof.

25.           **FINANCIAL INFORMATION**. On a quarterly basis, LS will provide ADM with copies of current balancesheets, income statements, and statements of cash flows (audited if available)related to LS.  However, for each quarterduring which ADM is a limited partner of LS, the requirements of this Section25 shall be deemed satisfied by virtue of ADM’s access to such information inits capacity as a limited partner of LS.

26.           **HANDLING OF CONFIDENTIAL INFORMATION**.  The partiesacknowledge that they will be exchanging information about their businessesunder this Agreement which is confidential and proprietary, and the partiesagree to handle that confidential and proprietary information in the mannerdescribed in this Section 26.

(a)           **Definition of Confidential Information.**  For purposesof this Agreement, the term “Confidential Information” will mean informationrelated to the business operations of LS or ADM that meets all of the followingcriteria:

(i)            The information mustnot be generally known to the public, and must not be a part of the publicdomain.

(ii)           The information mustbelong to the party claiming it is confidential, and must be in that party’spossession.

(iii)          The information must havebeen protected and safeguarded by the party claiming it is confidential bymeasures that were reasonable under the circumstances before the informationwas disclosed to the other party.

(iv)          The disclosure of theinformation to third parties must be likely to result in adverse consequencesto the party claiming it is confidential.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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(v)           Written informationmust be clearly designated in writing as “CONFIDENTIAL INFORMATION” by theparty claiming it is confidential before it is disclosed to the other party,except that all information about costs and prices will always be consideredConfidential Information under this Agreement, without the need forspecifically designating it as such.

(vi)          Verbal ConfidentialInformation which is disclosed to the other party must be summarized inwriting, designated in writing as “CONFIDENTIAL INFORMATION,” and transmittedto the other party within ten (10) days of the verbal disclosure.

(b)           **Limitations on the Use of Confidential Information.** Each party agrees that it will not use any Confidential Information thatit obtains about the other party for any purpose, other than to perform itsobligations under this Agreement or make disclosures to theSecurities and Exchange Commission (“SEC”) required by law in the opinion of LS’legal counsel.  The parties recognize thatLittle Sioux Corn Processors, LLC, LS’s general partner, will file thisAgreement and disclosures regarding this Agreement with the SEC by LS and thisAgreement will therefore be publicly available to the extent that theprovisions are not eligible for protection via a confidential treatmentrequest.  Little Sioux Corn Processors,LLC will request confidential treatment for the terms of this Agreement thatdisclose the payments to be made to ADM hereunder, and other information to theextent that its legal counsel advises that any such other information containedherein is eligible for confidential treatment by the SEC.  LS and Little Sioux Corn Processors, LLCshall have no duty or responsibility to request confidential treatment if, inthe opinion of its legal counsel, confidential treatment is not available.

(c)           **The Duty not to Disclose ConfidentialInformation.**  The parties agree that they will not discloseany Confidential Information about each other to any person or organization,other than their respective legal counsel and accountants, without firstgetting written consent to do so from the other party.  This will be the case both while thisAgreement is in effect and for a period of five (5) years after it has beenterminated.

(d)           **The Duty to Notify the Other Party in Cases of Improper Use orDisclosure.** Each party agrees to immediately notify theother party if either party becomes aware of any improper use of or anyimproper disclosure of the Confidential Information of the other party at anytime while this Agreement is in effect, and for a period of five (5) yearsafter it has been terminated.

(e)           **Protection of the Confidential Information.** Each party agrees to develop effective procedures for protecting theConfidential Information that it obtains from the 

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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other party, and toimplement those procedures with the same degree of care that it uses inprotecting its own Confidential Information.

(f)**           ****Return of the ConfidentialInformation.**  Immediately upon the termination of thisAgreement, each party agrees to return to the other party all of the otherparty’s Confidential Information that is in its possession or under itscontrol.

27.           **RIGHT OF OFFSET**. A party hereto (the “Withholding Party”) has the right to withholdpayments otherwise required hereby from the other party hereto (the “WithheldParty”) as an offset against any payments that the Withheld Party fails to makeunder Sections 13 and 21 hereof.  If aWithholding Party exercises its right of offset at any time, the Withheld Partymay request a written explanation from the Withholding Party that includes theamount of the offset claimed and the basis for the exercise of the offset.  Upon receiving such written notice for anexplanation, the Withholding Party shall promptly provide a reasonably detailedexplanation to the Withheld Party.

28.           **INSURANCE.**

(a)           **LS’s Insurance.**  During the entire term of thisAgreement, LS will maintain insurance coverage which is standard, in thereasonable opinion of ADM, for a company of its type and size which is engagedin the business of producing and selling ethanol.  At a minimum, LS’s insurance coverage mustinclude:

(i)            **Comprehensive General Product andPublic Liability Insurance,**           naming ADM as an additional namedinsured, with liability limits of at least five million dollars ($5,000,000) inthe aggregate.

(ii)           **Property and Casualty Insurance** adequately insuring the LS ProductionFacilities and LS’s other assets against theft, damage, and destruction, on areplacement cost basis.

(iii)          **Workers’ Compensation Insurance**, to the extent required by law.

On or before theEffective Date of this Agreement, LS will provide ADM with a Certificate ofInsurance Coverage verifying that insurance coverage complying with therequirements of this Section 28 is in place.

LS will not change itsinsurance coverage during the term of this Agreement, except to increase it orenhance it, without the prior written consent of ADM.

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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(b)           **ADM’S Insurance. **ADM now has, and will maintain during theentire term of this Agreement, comprehensive general liability insurance withliability limits of at least five million dollars ($5,000,000) in theaggregate.  During the entire term ofthis Agreement, LS will be an additional named insured under ADM’scomprehensive general liability insurance policy.

29.           **MUTUAL INDEMNIFICATION**.  If any thirdparty makes a claim against ADM or any person or organization related to ADM asa result of the actions or omissions of LS or any person or organizationrelated to LS, including but not limited to claims related to the quality ofthe ethanol produced by LS, then LS agrees to indemnify ADM and its relatedpersons and organizations, and to hold all of them harmless from anyliabilities, damages, costs, and/or expenses, including costs of litigation andreasonable attorneys’ fees, which they incur as a result of any such claimsmade against them by third parties.

The indemnificationobligations of the parties under this Agreement will be mutual, and ADMtherefore makes the same commitment to indemnify LS and its related persons ororganizations that LS has made to ADM in the proceeding paragraph.

30.           **SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENTS, AND CLAIMS.** All representations, warranties, and agreementsmade in connection with this Agreement will survive the termination of thisAgreement.  The parties will therefore beable to pursue claims related to those representations, warranties, andagreements after the termination of this Agreement, unless those claims arebarred by the applicable statutes of limitation.

Similarly, any claimsthat the parties have against each other that arise out of actions or omissionsthat take place while this Agreement is in effect will survive the terminationof this Agreement.  This means that thoseclaims may be pursued by the parties even after the termination of thisAgreement, unless those claims are barred by the applicable statutes oflimitation.

31.           **ALTERNATIVE DISPUTE RESOLUTION AND ATTORNEYS FEES ANDCOSTS**

(a)           **Mediation.** Any dispute, controversy or claim arising out of or relating to thisAgreement which cannot be independently resolved by the parties shall then beattempted to be resolved by mediation with a single mediator selected by mutualagreement of the parties.  If the partiesare unable to agree on a mediator, such mediation, including withoutlimitation, the selection of the mediator, shall be administered under theCommercial Mediation Rules of the American Arbitration Association

(b)           **Attorney’s Fees and Costs.** The parties agree that the prevailing partying in any dispute resolutionproceedings related to this Agreement shall be entitled to collect that 

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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portion of its costs,expenses, and reasonable attorneys’ fees from the other party that the award ofthe court bears to the amount claimed by the prevailing party in the proceeding.  The same shall be true if one of the partiesincurs costs, expenses, or attorneys’ fees in connection with the enforcementor the protection of its rights under this Agreement, as a result of an uncuredbreach by the other party.  The breachingparty shall reimburse the other party for costs, expenses, and reasonableattorneys’ fees incurred after the expiration of the applicable cure period,regardless of whether or not the enforcement or the protection of the rights ofthe other party involved judicial proceedings or other formal disputeresolution proceedings.

32.           **TITLE AND RISK OF LOSS.**  With regard tothe ethanol sold to ADM by LS under this Agreement, title to and risk of lossfor such ethanol will pass from LS to ADM when the ethanol leaves the premises(not the Production Facilities) of LS.

33.           **GOVERNING LAW AND FORUM.**  The partiesagree that the Agreement will be governed by, interpreted under, and enforcedin accordance with Iowa law and hereby consent to the jurisdiction of theUnited States District Court for the Northern District of Iowa sitting in SiouxCity, Iowa whenever federal jurisdictional requirements are otherwisesatisfied, and alternatively the jurisdiction of the Iowa District Court in andfor Cherokee County District Court, sitting in Cherokee, Iowa, for theresolution of all disputes and legal proceedings arising hereunder, and theparties waive any defense they might otherwise have to venue.

34.           **NOTICES.**  All notices related to this Agreement whichrelate to breaches of this Agreement, indemnification claims or other claimsbeing made under this Agreement, challenges to the books and records of theparties, or the termination of this Agreement (the “Significant Notices”) mustbe in writing, and must be delivered personally or sent by certified orregistered mail, return receipt requested. All Significant Notices will be effective, and will be deemed to havebeen received, upon the actual receipt of the Significant Notice by its intendedrecipient, meaning either LS or ADM.

Subject to change uponten (10) days written notice to the other party, all written notices to LSprovided for in this Agreement will be addressed as follows:

Steve Roe

President

Little Sioux CornProcessors, LLC

4808 F Avenue

Marcus, IA 51035

with a copy to:

William E. Hanigan, Esq.

BrownWinick

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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.666 Grand Ave., Suite2000

Des Moines, IA 50309

and notices to ADM willbe addressed as follows:

Archer Daniels MidlandCompany

4666 Faries Parkway

Decatur, Illinois 62526

Attn:  Martin A. Lyons

Archer Daniels MidlandCompany

4666 Faries Parkway

Decatur, Illinois 62526

Attn:  General Counsel

Written notices requiredor permitted under this Agreement which are not Significant Notices may be handdelivered, sent by mail, or sent via facsimile. These written notices will be effective, and will be deemed to have beenreceived, upon the actual receipt of the written notices by their intendedrecipients, meaning either LS or ADM.

35.           **ASSIGNMENT; SUCCESSORS AND ASSIGNS.**  Because of ADM’sconcerns about product quality, and because of LS’s concerns about the properperformance of the services to be provided by ADM, neither party may assign itsrights or obligations under this Agreement without the written consent of theother party, which consent will not be unreasonably withheld.  This Agreement will be binding on thesuccessors of the parties, and their assigns.

36.           **NO WAIVER.**  If any party to this Agreement fails toinsist upon strict performance of any obligation under this Agreement, thatfailure will not result in a waiver of that party’s right to demand strictperformance in the future.  This will stillbe the case, no matter how long the failure to insist upon strict performancecontinues.

37.           **ENTIRE AGREEMENT.**  This Agreement, and the otherdocuments related to the business transactions described in this Agreementwhich are referred to either generally or specifically in this Agreement, setout the entire agreement between the parties regarding the businesstransactions described in this Agreement. This Agreement and those other documents supersede all priorunderstandings between the parties with respect to the subject matter of thisAgreement.  The parties agree that thereare no other oral or written understandings or agreements between themregarding the subject matter of this Agreement.

38.           **AMENDMENT, MODIFICATION, OR WAIVER.**  No amendment,modification, or waiver of any provision of this Agreement or any other relateddocument will be 

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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effective unless it ismade in writing, unless it is signed by the parties to be bound by it, andunless it clearly specifies the extent and nature of the amendment,modification, or waiver.

39.           **SEVERABILITY.**  If any provision of this Agreementor any other related document is held to be invalid or unenforceable under anyapplicable law, that holding will not affect the validity or enforceability ofthe rest of this Agreement, or the other related document.  Also, any provision of this Agreement or anyother related document which is held to be invalid or unenforceable will not becompletely invalidated, but will instead be considered amended to the extentnecessary to remove the cause of the invalidity or unenforceability.

40.           **INTERPRETATION.**  This Agreement and any otherdocuments related to it will be interpreted in a fair and neutral manner,without favoring one party over the other. No provision of this Agreement or any other document related to it willbe interpreted for or against either party because the provision was drafted bythat party, or its legal representative.

41.           **UNDERSTANDING OF AND VOLUNTARY EXECUTION OF THE AGREEMENT.** The parties acknowledge and agree that they have read this Agreement,that they understand it, and that they are entering into it willingly andvoluntarily.  The parties furtheracknowledge that they either consulted with their respective legal counsel, orhad ample opportunity to consult with their respective legal counsel, beforeentering into this Agreement.

42.           **HEADINGS AND CAPTIONS.**  The headingsand captions of the sections and subsections of this Agreement are inserted forconvenience of reference only, and do not constitute part of the Agreement.

43.           **SUPERSEDING OF OTHER AGREEMENTS.**  It is theintent of the parties that this Agreement be consistent with any otherdocuments or agreements related to the same subject matter covered in thisAgreement.  However, in the event of anyinconsistencies, the parties agree that this Agreement will supersede and takepriority over the other inconsistent documents or agreements, except in caseswhere there is specific contract language to the contrary which has been agreedupon by both parties.

**INWITNESS WHEREOF**,the parties have executed this Agreement on the day and year set forth above,to be effective as of the Effective Date.
| **ARCHER DANIELS MIDLAND CO.** | **LSCP, L.L.L.P.**               |
|--------------------------------|----------------------------------|
|                           |                             |   |   |   |
|                           |                             |   |   |   |
| By:                            |   /s/  Martin A. Lyons |   | By: | Little Sioux Corn Processors, LLC |
|                           |   March 12, 2007       | Its: | General Partner |
|                           |                             |   |
|                           |                             | By: | /s/ Steve Roe,  President |   |

 

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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|  |   | Steve Roe,  President |
|--|--------|-----------------------|

 

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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**EXHIBIT A**

**ORDERINGAND SHIPPING PROCEDURES**

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** Portions of this exhibit have been omittedpursuant to a request for confidential treatment and have been filed with theUnited States Securities and Exchange Commission.*

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