**Exhibit10.3**

**DISTILLER’SGRAIN MARKETING AGREEMENT**

**THISDISTILLER’S GRAIN MARKETING AGREEMENT** (the “Agreement”), isentered into effective as of 3-20-07_, 20  07, by Akron Riverview Corn Processors,LLC, an Iowa Limited Liability Company (“Seller”), and Commodity SpecialistCompany, a Delaware Corporation (“Buyer”).

W I T N E S S E TH:

WHEREAS, Sellerdesires to sell and Buyer desires to purchase the Distiller’s Dried Grains withSolubles (“DDGS”) (hereinafter DDGS is sometimes referred to as the “Products”)output of the ethanol production plant which Seller owns in Akron, Iowa andwhich is to be shipped by railcar; and

WHEREAS, Sellerand Buyer wish to agree in advance of the sale and purchase of the Products tothe price formula, payment, delivery and other terms thereof in considerationof the mutually promised performance of the other;

NOW, THEREFORE, inconsideration of the promises and the mutual covenants and conditions hereincontained, and for other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged by both parties, it is hereby agreed:

1.             BUYER PERFORMANCE.  Buyer agrees to perform the services that itprovides for Seller in a professional and competent manner.

2.             PURCHASE AND SALE.  Seller agrees to sell to Buyer and Buyeragrees to purchase from Seller the entire bulk feed grade DDGS output from thePlant which is to be shipped by railcar, subject to all terms and conditionsset forth in this Agreement.  Buyer shalllabel all Products that are sold by Buyer and shall register all labels withthe states where such Products are sold.All DDGS that is to be shippedby any method other than railcar shall be sold by Seller and Buyer shall haveno responsibility with respect to such DDGS.

3.             TRADE RULES.  All purchases and sales made hereunder shallbe governed by the Feed Trade Rules of the National Grain and Feed Associationunless otherwise specified.  Said TradeRules, a copy of which is appended hereto as Exhibit A, shall, to theextent applicable, be a part of this Agreement as if fully set forth herein.

4.             TERM ANDTERMINATION.

A.            The initial term ofthis Agreement shall be for one yearcommencing as of substantial completion and start-up of production of the Plant(the “Effective Date”).  Start-up isanticipated to occur in 2008.  Unlessearlier terminated in accordance with this 

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Agreement, this Agreement shall be automaticallyrenewed for successive one (1) year terms thereafter unless either party giveswritten notice to the other party of its election not to renew not later than60 days prior to the expiration of the then current term.

B.            In the event that during the term of thisAgreement, or any renewal thereof, Seller materially changes the quality of theProducts produced at the Plant through the application of new technology andequipment, either Seller or Buyer shall have the right to terminate thisAgreement upon 60 days notice. Notwithstanding such termination, Seller shallremain liable to provide Products to Buyer in sufficient quantities, eitherthrough the Plant or buying such product, to honor any sales contract thatBuyer may have to which Seller has consented.

5.             DELIVERY AND TITLE.

A.  The place ofdelivery for all Products sold pursuant to this Agreement shall be FOBPlant.  Buyer and Buyer’s agents shall begiven access to Seller’s Plant in a manner and at all times reasonablynecessary and convenient for Buyer to take delivery as provided herein.  Buyer shall schedule the loading and shippingof all outbound Products purchased hereunder which is shipped by rail.  All labor and equipment necessary to loadrail cars shall be supplied by Seller without charge to Buyer.  Seller agrees to handle all Products in a goodand workmanlike manner in accordance with Buyer’s reasonable requirements andin accordance with normal industry practice. Seller shall maintain the rail loading facilities in safe operatingcondition in accordance with normal industry standards.

B.  Seller shall be responsible at all times for the quantity,quality and condition of any Products in storage at the Plant. Seller shall notbe responsible for the quantity, quality and condition of any of Productsstored by Buyer at locations other than the Plant.

C.  Buyer shall give to Seller a schedule ofquantities of the Products to be removed by rail with sufficient advance noticereasonably to allow Seller to provide the required services.  Seller shall provide the labor, equipment andfacilities necessary to meet Buyer’s loading schedule and, except for anyconsequential or indirect damages, shall be responsible for Buyer’s actualcosts or damages resulting from Seller’s failure to do so.  Buyer shall order and supply rail cars asscheduled for rail shipments.  Allfreight charges shall be the responsibility of Buyer and shall be billeddirectly to Buyer.

D.  Buyer shall provide loading orders asnecessary to permit Seller to maintain Seller’s usual production schedule,provided, however, that Buyer shall not be responsible for failure to scheduleremoval of the DDGS unless Seller shall have provided to Buyer productionschedules as follows:  Five (5) daysprior to the beginning of each calendar month during the term hereof, Sellershall provide to Buyer a tentative schedule for production in the next calendarmonth which is to be shipped by railcar. Seller shall inform Buyer daily of inventory and production status. Forpurposes of this paragraph, 

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notification willbe sufficient if made by e-mail or facsimile as follows:

If to Buyer, tothe attention of Steve Markham, Facsimile number 612-330-9894 or email to smarkham@csc-world.com,and

If to Seller, tothe attention of Steve Galles, Facsimile number 712-376-2815 or email tosteve.galles@littlesiouxcornprocessors.com,

Or to such otherrepresentatives of Buyer and Seller as they may designate to the other inwriting.

E.  Title, risk of loss and full shippingresponsibility shall pass to Buyer upon loading the DDGS into rail cars anddelivering to Buyer of the bill of lading for each such shipment.

6.             PRICE AND PAYMENT

A.  Buyer agrees to pay Seller as follows:  for all Products removed by Buyer from thePlant a price equal to ninety eight (98%) of the FOB Plant price actuallyreceived by Buyer from its customers, with 2% to be retained by Buyer as itsservice fee, provided, however, that Buyer’s service fee shall not be less$1.50 per ton nor shall it exceed $2.00 per ton.  The calculation on the minimum and maximumfee payable to Buyer shall be made with respect to each weekly payment and willnot be carried over to any subsequent payments. By way of illustration, if the2% to be retained by Buyer for any given week is less than $1.50 per ton, thefee to be retained by Buyer shall then be $1.50 per ton.  If in subsequentweeks the 2% is greater than $1.50 but less than $2.00, the fee shall be the2%.  Conversely, if the 2% for any period exceeds $2.00, the fee shallthen be $2.00 per ton. If in subsequent weeks the 2% is less than $2.00 butgreater than $1.50, the fee shall be the 2%.  For purposes of thisprovision, the FOB Plant price shall be the actual sale price, less all freightcosts incurred by Buyer in delivering the Product to its customer.

B.            Buyer agrees that it shall not sell Products fordelivery without the prior oral or written consent of Seller.  Buyer agrees to use commercially reasonableefforts to achieve the highest resale price available under prevailing marketconditions.  Seller’s sole and exclusiveremedy for breach of Buyer’s obligations hereunder shall be to terminate thisAgreement. Buyer shall collect all applicable state tonnage taxes on Productssold by Buyer and shall remit to the appropriate governmental agency.

B.  Within ten (10) days following receipt ofcertified weight certificates, which certificates shall be presented to Buyereach Thursday for all shipments during the preceding week, Buyer shall paySeller the full price, determined pursuant to paragraph 6(A) above, for allproperly documented shipments.  Buyeragrees to maintain accurate sales records and to provide such records to Sellerupon request.  Seller shall have theoption to audit Buyer’s sales invoices at any time during normal business hoursand 

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during the term ofthis Agreement.  If any such auditreveals a deficiency in payment due Seller, Buyer shall immediately pay Sellerthe amount of such deficiency plus interest calculated from the date suchpayment should have been made at the prime rate then in effect as representedin the Wall Street Journal.

7.             QUANTITY ANDWEIGHTS.

A.  It is understood that the output of Productsshall be determined by Seller’s production schedule and that no warranty orrepresentation has been made by Seller as to the exact quantities of Productsto be sold pursuant to this Agreement.

B.  The quantity of Products delivered to Buyerfrom Seller’s Plant shall be established by weight certificates obtained fromscale at the Plant which is certified as of the time of weighing and whichcomplies with all applicable laws, rules and regulations or in the event thatthe scale at the Plant is inoperable then at other scales which are certifiedas of the time of weighing and which comply with all applicable laws, rules andregulations. The outbound weight certificates shall be determinative of thequantity of Products for which Buyer is obligated to pay pursuant to Section 6.

8.             QUALITY.

A.  Seller understands that Buyer intends to sellthe Products purchased from Seller as a primary animal feed ingredient and thatsaid Products are subject to minimum quality standards for such use.  Seller agrees and warrants that the Productsproduced at its Plant and delivered to Buyer will comply with current industrystandards in the feed trade.

B.  Seller warrants that all Products, unless theparties agree otherwise, sold to Buyer hereunder shall, at the time of deliveryto Buyer, conform to the following minimum quality standard:
|            | ** ** | **Protein** | ** ** | **Fat** | ** ** | **Fiber** | ** ** | **Moisture** | ** ** | **Ash** | ** ** |
|------------|------------|-------------|------------|---------|------------|-----------|------------|--------------|------------|---------|------------|
| ** ** | ** ** | **Min**     | ** ** | **Max** | ** ** | **Min**   | ** ** | **Max**      | ** ** | **Min** | ** ** | **Max** | ** ** | **Min** | ** ** | **Max** | ** ** | **Min** | ** ** | **Max** | ** ** |
| **DDGS**   |       | 25          |       |    |       | 9         |       |         |       |    |       | 15 |   |   |   | 12 |   |   |   | 6 |   |

 

The standard for DDGS will be determined on an “asis” basis rather than a dry weight basis. Minimum quality standards forSolubles shall be agreed upon by the parties at a subsequent date.  Buyer may amend the foregoing minimumquality standard upon 90 days written notice to Seller; provided, however, suchamended minimum quality standards are acceptable under current industrystandards in the feed trade industry at the time of amendment.

C.  Payment of invoice does not waive Buyer’s rights if goods do not complywith terms or specifications of this Agreement. Unless otherwise agreedbetween the parties to this Agreement, and in addition to other remediespermitted by law, the Buyer may, without 

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obligation to pay,reject either before or after delivery, any of the Products which wheninspected or used fail in a material way to conform to this Agreement.  Should any of the Products be seized orcondemned by any federal or state department or agency for any reason exceptnoncompliance by Buyer with applicable federal or state requirements, suchseizure or condemnation shall operate as a rejection by Buyer of the goodsseized or condemned and Buyer shall not be obligated to offer any defense inconnection with the seizure or condemnation. When rejection occurs before orafter delivery, at its option, Buyer may:

(1) Dispose of therejected goods after first offering Seller a reasonable opportunity ofexamining and taking possession thereof, if the condition of the goodsreasonably appears to Buyer to permit such delay in making disposition; or

(2) Dispose of therejected goods in any manner directed by Seller which Buyer can accomplishwithout violation of applicable laws, rules, regulations or property rights; or

(3) If Buyer hasno available means of disposal of rejected goods and Seller fails to directBuyer to dispose of it as provided herein, Buyer may return the rejected goodsto Seller, upon which event Buyer’s obligations with respect to said rejectedgoods shall be deemed fulfilled.  Titleand risk of loss shall pass to Seller promptly upon rejection by Buyer.

(4) Seller shallreimburse Buyer for all costs reasonably incurred by Buyer in storing,transporting, returning and disposing of the rejected goods. Buyer shall haveno obligation to pay Seller for rejected goods and may deduct reasonable costsand expenses to be reimbursed by Seller from amounts otherwise owed by Buyer toSeller.

(5) If Sellerproduces Products which comply with the warranty in Section C above but whichdo not meet applicable industry standards, Buyer agrees to purchase suchProducts for resale but makes no representation or warranty as to the price atwhich such Products can be sold.  If theProducts deviates so severely from industry standard as to be unsalable, thenit shall be disposed of in the manner provided for rejected goods in Section Cabove.

D.  If Seller knows or reasonably suspects thatany of the Products produced at its Plant are adulterated or misbranded, oroutside of industry quality standards, Seller shall promptly so notify Buyer sothat such Products can be tested before entering interstate commerce.  If Buyer knows or reasonably suspects thatany of the Products produced by Seller at its Plant are adulterated, misbrandedor outside of industry quality standards, then Buyer may obtain independentlaboratory tests of the affected goods. If such goods are tested and found tocomply with all warranties made by Seller herein, then Buyer shall pay alltesting costs; and if the goods are found not to comply with such warranties,Seller will pay all testing costs.

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9.             RETENTION OFSAMPLES.  Seller will take an originsample of Products from each rail car before it leaves the Plant using standardsampling methodology.  Seller will labelthese samples to indicate the date of shipment and the  railcar number involved.  Seller will also retain the samples andlabeling information for no less than one year.

10.           INSURANCE.

A.  Seller warrants to Buyer that all employeesengaged in the removal of the Products from Seller’s Plant shall be covered asrequired by law by worker’s compensation and unemployment compensationinsurance.

B.  Seller agrees to maintain throughout everyterm of this Agreement comprehensive general liability insurance, includingproduct liability coverage, with combined single limits of not less than$2,000,000.  Seller’s policies ofcomprehensive general liability insurance shall be endorsed to require at leastthirty (30) days advance notice to Buyer prior to the effective date of anydecrease in or cancellation of coverage. Seller shall cause Buyer to be named as an additional insured on Seller’sinsurance policy and shall provide a certificate of insurance to Buyer toestablish the coverage maintained by Seller not later than fourteen (14) daysprior to completion and start-up of production of the Plant.

C.  Buyer agrees to carry such insurance on itsvehicles operating on Seller’s property as Seller reasonably deemsappropriate.  The parties acknowledgethat Buyer may elect to self insure its vehicles.  Upon request, Buyer shall provide certificateof insurance to Seller to establish the coverage maintained by Buyer.

D.  Notwithstanding the foregoing, nothing hereinshall be construed to constitute a waiver by either party of claims, causes ofaction or other rights which either party may have or hereafter acquire againstthe other for damage or injury to its agents, employees, invitees, property,equipment or inventory, or third party claims against the other for damage orinjury to other persons or the property of others.

11.           REPRESENTATIONS ANDWARRANTIES

A.  Seller represents and warrants that all ofthe Products delivered to Buyer shall not be adulterated or misbranded withinthe meaning of the Federal Food, Drug and Cosmetic Act and may lawfully beintroduced into interstate commerce pursuant to the provisions of the Act.  Seller further warrants that the Productsshall fully comply with any applicable state laws governing quality, naming andlabeling of product.  Payment of invoiceshall not constitute a waiver by Buyer of Buyer’s rights as to goods which donot comply with this Agreement or with applicable laws and regulations.  **EXCEPT ASSPECIFICALLY STATED IN THIS AGREEMENT, SELLER MAKES NO WARRANTY ORREPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTYOF MERCHANTABILITY OR**

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**FITNNESSFOR A PARTICULAR PURPOSE.**

B.  Seller represents and warrants that theProducts delivered to Buyer shall be free and clear of liens and encumbrances.

12.           EVENTS OF DEFAULT.  The occurrence of any of the following shallbe an event of default under this Agreement: (1) failure of either party to make payment to the other when due; (2)default by either party in the performance of the covenants and agreements setforth in this Agreement; (3) if either party shall become insolvent, or make ageneral assignment for the benefit of creditors or to an agent authorized toliquidate any substantial amount of its assets, or be adjudicated bankrupt, orfile a petition in bankruptcy, or apply to a court for the appointment of areceiver for any of its assets or properties with or without consent, and suchreceiver shall not be discharged within sixty (60) days following appointment.

13.           REMEDIES.  Upon the happening of an Event of Default,the parties hereto shall have all remedies available under applicable law withrespect to a Event of Default by the other party.  Without limiting the foregoing, the partiesshall have the following remedies whether in addition to or as one of theremedies otherwise available to them; (1) to declare all amounts owedimmediately due and payable; and (2) immediately to terminate this Agreementeffective upon receipt by the party in default of the notice of termination,provided, however, the parties shall be allowed 10 days from the date ofreceipt of notice of default for to cure any default. Notwithstanding any otherprovision of this Agreement, Buyer may offset against amounts otherwise owed toSeller the price of any product which fails to conform to any requirements ofthis Agreement.

14.           FORCE MAJEURE.  Neither Seller nor Buyer will be liable tothe other for any failure or delay in the performance of any obligation underthis Agreement due to events beyond its reasonable control, including, but notlimited to, fire, storm, flood, earthquake, explosion, act of the public enemy,riots, civil disorders, sabotage, strikes, lockouts, labor disputes, laborshortages, war stoppages or slowdowns initiated by labor, transportationembargoes, failure or shortage of materials, acts of God, or acts orregulations or priorities of the federal, state or local government or branchesor agencies thereof.

15.           INDEMNIFICATION.

A.  Seller shallindemnify, defend and hold Buyer and its officers, directors, employees andagents harmless, from any and all losses, liabilities, damages, expenses (includingreasonable attorneys’ fees), costs, claims, demands, that Buyer or itsofficers, directors, employees or agents may suffer, sustain or become subjectto, or as a result of (i) any misrepresentation or breach of warranty, covenantor agreement of Seller contained herein or (ii) the Seller’s negligence orwillful misconduct.

B.  Buyer shallindemnify, defend and hold Seller and its officer, directors, employees andagents harmless, from any and all losses, liabilities, damages, expenses 

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(including reasonableattorneys’ fees), costs, claims, demands, that Seller or its officers,directors, employees or agents may suffer, sustain or become subject to, or asa result of (i) any misrepresentation or breach of warranty, covenant oragreement of Buyer contained herein or (ii) the Buyer’s negligence or willfulmisconduct.

C.  Where suchpersonal injury, death or loss of or damage to property is the result ofnegligence on the part of both Seller and Buyer, each party’s duty ofindemnification shall be in proportion to the percentage of that party’snegligence or faults.

D.  Selleracknowledges that in order to maximize the total revenue to be generatedthrough the sale of the Products, Buyer may take positions by selling Productsin anticipation of Seller providing the Products provided the Seller has givenverbal or written consent. Notwithstanding the fact that Seller’s obligation is to provide Buyerwith the output of the Plant the parties acknowledge that Buyer may sufferlosses as a result of positions taken by Buyer if Seller discontinuesoperations for any reason whatsoever including Force Majeure.  Therefore, Seller shall indemnify, defend andhold Buyer and its officers, directors, employees and agents harmless from anyand all losses, liabilities, damages, expenses (including reasonable attorney’sfees), costs, claims, demands that Buyer or its officers, directors, employees,or agents may suffer, sustain or become subject to as a result of any sale orpurchase of Products taken by Buyer in anticipation of Seller delivering thePorducts hereunder, provided Buyer has taken commercially reasonable steps toavoid the loss.  Seller shall not beliable for any loss resulting from Seller discontinuing operations related to aposition taken by Buyer for deliverywithout the consent of Seller.

16.           GOVERNMENTAL ACTION.  The parties recognize that the value of theProducts could change as a result of various governmental programs, be theyforeign or domestic.  In the event that asignificant value change of the Products as a result of any such governmentalprogram, Buyer may request re-negotiation of the contract price for theProducts by providing written notice to Seller. Buyer shall be required to demonstrate that the value of the Productshas significantly changed in the market. Should such a change take place, the parties agree to negotiate, in goodfaith, a revised sale price for the Products. If, after a good faith effort, the parties are unable to agree on a newprice within the 90 day period immediately following notice to the other party,then in such event and notwithstanding the other provisions hereof, Buyer mayterminate this Agreement upon 90 days prior written notice.

17.           RELATIONSHIP OFPARTIES.  This Agreement creates norelationship other than that of buyer and seller between the partieshereto.  Specifically, there is noagency, partnership, joint venture or other joint or mutual enterprise orundertaking created hereby.  Nothingcontained in this Agreement authorizes one party to act for or on behalf of theother and neither party is entitled to commissions from the other.

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18.           MISCELLANEOUS.

A.  This writing is intended by the parties as afinal expression of their agreement and a complete and exclusive statement ofthe terms thereof.

B.  No course of prior dealings between theparties and no usage of trade, except where expressly incorporated byreference, shall be relevant or admissible to supplement, explain, or vary anyof the terms of this Agreement.

C.  Acceptance of, or acquiescence in, a courseof performance rendered under this or any prior agreement shall not be relevantor admissible to determine the meaning of this Agreement even though theaccepting or acquiescing party has knowledge of the nature or the performanceand an opportunity to make objection.

D.  No representations, understandings oragreements have been made or relied upon in the making of this Agreement otherthan as specifically set forth herein.

E.  This Agreement can only be modified by awriting signed by all of the parties or their duly authorized agents.

F.  The paragraph headings herein are forreference purposes only and shall not in any way affect the meaning orinterpretation of this Agreement.

G.  This Agreement shall be construed andperformed in accordance with the laws of the State of Iowa.

H.  The respective rights, obligations andliabilities of the parties under this Agreement are not assignable or delegablewithout the prior written consent of the other party.

I.  Notice shall be deemed to have been given tothe party to whom it is addressed ninety-six (96) hours after it is depositedin certified U.S. mail, postage prepaid, return receipt requested, addressed asfollows:
|   | Buyer:                        | Commodity Specialist Company         |
|--------|-------------------------------|--------------------------------------|
|   | 310 Grain  Exchange Bldg.     |
|   | 400 South Fourth  Street      |
|   | Minneapolis,  Minnesota 55415 |
|   | ATTN: Steve J.  Markham       |
|   |                          |
|   | Seller:                       | Akron Riverview Corn Processors, LLC |
|   | 4808 F. Avenue                |
|   | Marcus, Iowa  51035           |
|   | ATTN: Steve Roe               |
|   |                          |
|   | Copy To:                      | Amy Piepmeier, Esq.                  |
|   | Brown, Winick,  Graves, Gross |

 

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|        | Baskerville and  Schoenbaum, PLC |
|--------|----------------------------------|
|   | Suite 2000 Ruan  Center          |
|   | 666 Grand Avenue                 |
|   | Des Moines, Iowa  50309          |

 

IN WITNESSTHEREOF, the parties have caused this Agreement to be executed the day and yearfirst above written.
|   | COMMODITY SPECIALISTS COMPANY        |
|--------|--------------------------------------|
|   |                                 |
|   | By                                   |       /s/ Philip  Nindau |   |
|   | Title                                |     Co-President |   |
|   |                                 |   |
|   |                                 |   |
|   | AKRON RIVERVIEW CORN PROCESSORS, LLC |
|   |                                 |
|   |                                 |
|   | By                                   |       /s/ Stephen G.  Roe |   |
|   | Title                                |     President |   |
|        |                                      |  |  |  |

 

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