**Exhibit 10.3****DISTILLER’S GRAIN MARKETING AGREEMENT**     **THIS DISTILLER’S GRAIN MARKETING AGREEMENT**(the “Agreement”), is entered into effective as ofFebruary 27, 2006, by Siouxland Ethanol LLC, a Nebraska Limited Liability Company (“Seller”), andCommodity Specialist Company, a Delaware Corporation (“Buyer”).W I T N E S S E T H:     WHEREAS, Seller desires to sell and Buyer desires to purchase the Distiller’s Dried Grainswith Solubles (“DDGS”) output of the ethanol production plant which Seller owns in Jackson,Nebraska; and     WHEREAS, Seller desires to retain all rights to independently market and sell all of its WetDistillers Grains (“WDG”) and solubles (“Solubles”) output of the ethanol production plant whichSeller owns in Jackson, Nebraska and Buyer does not desire to acquire any marketing, sales or otherrights relating to the WDG and Solubles produced by Seller at its Jackson, Nebraska ethanolproduction facility; and     WHEREAS, Seller and Buyer wish to agree in advance of the sale and purchase of the DDGS to theprice formula, payment, delivery and other terms thereof in consideration of the mutually promisedperformance of the other;     NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditionsherein contained, and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged by both parties, it is hereby agreed:1. BUYER PERFORMANCE. Buyer agrees to perform the services that it provides forSeller in a professional and competent manner.2. PURCHASE AND SALE. Seller agrees to sell to Buyer and Buyer agrees to purchasefrom Seller the entire bulk feed grade DDGS output from Seller’s plant at Jackson, Nebraska.(hereinafter the “Plant”), subject to all terms and conditions set forth in this Agreement.Buyer shall label all DDGS that is sold by Buyer and shall register all labels with thestates where the DDGS is sold.Notwithstanding the foregoing, Seller may sell DDGS to MichaelFoods for their use at their facilities in Wakefield and Bloomfield, Nebraska. Such salesshall be for Michael Foods’s use at the specified facilities and not for resale. Seller willnotify Buyer of each shipment to Michael Foods one week prior such shipment specifying thequantity of such shipment.3. TRADE RULES. All purchases and sales made hereunder shall be governed by the FeedTrade Rules of the National Grain and Feed Association unless otherwise specified. Said TradeRules, a copy of which is appended hereto as Exhibit A, shall, to the extent applicable, be a partof this Agreement as if fully set forth herein.
 

 
4. TERM. The term of this Agreement shall be for one year commencing as ofcompletion and start-up of production of the Plant. Start-up is anticipated to occur in2007. Thereafter this agreement shall remain in effect until terminated by either party atits unqualified option by providing the other party hereto not less than 120 days writtennotice of its election to terminate this Agreement.     5. DELIVERY AND TITLE.     A. The place of delivery for all DDGS sold pursuant to this Agreement shall be FOBPlant. Buyer and Buyer’s agents shall be given access to Seller’s Plant in a manner and atall times reasonably necessary and convenient for Buyer to take delivery as provided herein.Buyer shall schedule the loading and shipping of all outbound DDGS purchased hereunderwhich is shipped by truck or rail. All labor and equipment necessary to load trucks or railcars shall be supplied by Seller without charge to Buyer. Seller agrees to handle the DDGSin a good and workmanlike manner in accordance with Buyer’s reasonable requirements and inaccordance with normal industry practice. Seller shall maintain the truck and rail loadingfacilities in safe operating condition in accordance with normal industry standards.     B. Seller further warrants that storage space for not less than five days productionof DDGS shall be reserved for Buyer’s use at the Plant and shall be continuously availablefor storage of DDGS purchased by Buyer hereunder at no charge to Buyer. Seller shall beresponsible at all times for the quantity, quality and condition of any the DDGS in storageat the Plant. Seller shall not be responsible for the quantity, quality and condition of anyof the DDGS stored by Buyer at locations other than the Plant.     C. Buyer shall give to Seller a schedule of quantities of the DDGS to be removed bytruck and rail with sufficient advance notice reasonably to allow Seller to provide therequired services. Seller shall provide the labor, equipment and facilities necessary tomeet Buyer’s loading schedule and, except for any consequential or indirect damages, shallbe responsible for Buyer’s actual costs or damages resulting from Seller’s failure to do so.Buyer shall order and supply trucks and rail cars as scheduled for truck and railshipments. All freight charges shall be the responsibility of Buyer and shall be billeddirectly to Buyer.     D. Buyer shall provide loading orders as necessary to permit Seller to maintainSeller’s usual production schedule, provided, however, that Buyer shall not be responsiblefor failure to schedule removal of the DDGS unless Seller shall have provided to Buyerproduction schedules as follows: Five (5) days prior to the beginning of each calendarmonth during the term hereof, Seller shall provide to Buyer a tentative schedule forproduction in the next calendar month. Seller shall inform Buyer daily of inventory andproduction status. For purposes of this paragraph, notification will be sufficient if madeby e-mail or facsimile as follows:
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If to Buyer, to the attention of Steve Markham, Facsimile number 612-330-9894 or emailto smarkham@csc-world.com, andIf to Seller, to the attention of Siouxland Ethanol, Facsimile number 402-632-2677 or emailto siouxlandethanl@nntc.netOr to such other representatives of Buyer and Seller as they may designate to the other inwriting. E. Title, risk of loss and full shipping responsibility shall passto Buyer upon loading the DDGS into trucks or rail cars and delivering to Buyerof the bill of lading for each such shipment.     6. PRICE AND PAYMENT     A. Buyer agrees to pay Seller as follows: for all DDGS removed by Buyer from the Planta price equal to ninety eight (98%) of the FOB Plant price actually received by Buyer fromits customers. For purposes of this provision, the FOB Plant price shall be the actual saleprice, less all freight costs incurred by Buyer in delivering the DDGS to its customer, butin no event shall the fee to Buyer for DDGS be less than $1.50 per ton. The calculation ofthe minimum fee shall be made with respect to each weekly payment separately. The results ofthe calculation for any given week will not impact the calculation for any other week.     Buyer agrees that it shall not sell DDGS for delivery more than 90 days from the date ofentering into a sale without the consent of Seller. Buyer agrees to use commerciallyreasonable efforts to achieve the highest resale price available under prevailing marketconditions. Seller’s sole and exclusive remedy for breach of Buyer’s obligations hereundershall be to terminate this Agreement. Buyer shall collect all applicable state tonnage taxeson DDGS sold by Buyer and shall remit to the appropriate governmental agency.     B. Within ten (10) days following receipt of certified weight certificates, whichcertificates shall be presented to Buyer each Thursday for all shipments during thepreceding week, Buyer shall pay Seller the full price, determined pursuant to paragraph 6Aabove, for all properly documented shipments. Buyer agrees to maintain accurate salesrecords and to provide such records to Seller upon request. Seller shall have the option toaudit Buyer’s sales invoices at any time during normal business hours and during the term ofthis Agreement. If any such audit reveals a deficiency in payment due Seller, Buyer shallimmediately pay Seller the amount of such deficiency plus interest calculated from the datesuch payment should have been made at the prime rate then in effect as represented in theWall Street Journal.     7. QUANTITY AND WEIGHTS.
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     A. It is understood that the output of the DDGS shall be determined by Seller’sproduction schedule and that no warranty or representation has been made by Seller as to theexact quantities of DDGS to be sold pursuant to this Agreement.     B. The quantity of DDGS delivered to Buyer from Seller’s Plant shall be established byweight certificates obtained from scale at the Plant which is certified as of the time ofweighing and which complies with all applicable laws, rules and regulations or in the eventthat the scale at the Plant is inoperable then at other scales which are certified as of thetime of weighing and which comply with all applicable laws, rules and regulations. Theoutbound weight certificates shall be determinative of the quantity of the DDGS for whichBuyer is obligated to pay pursuant to Section 6.     8. QUALITY.     A. Seller understands that Buyer intends to sell the DDGS purchased from Seller as aprimary animal feed ingredient and that said DDGS is subject to minimum quality standardsfor such use. Seller agrees and warrants that the DDGS produced at its plant and deliveredto Buyer shall be accepted in the feed trade under current industry standards.     B. Seller warrants that the DDGS, unless the parties agree otherwise, sold to Buyerhereunder shall, at the time of delivery to Buyer, conform to the following minimum qualitystandard:                                           Protein Fat     Fiber     Moisture Ash    Min Max Min Max Min Max Min Max Min MaxDDGS  25       10           15       12       6 The standard for DDGS will be determined on an as is basis rather than a dryweight basis.     C. Seller warrants that at the time of loading, the DDGS will not be adulterated ormisbranded within the meaning of the Federal Food, Drug and Cosmetic Act and that eachshipment may lawfully be introduced into interstate commerce under said Act. Payment ofinvoice does not waive Buyer’s rights if goods do not comply with terms or specifications ofthis Agreement. Unless otherwise agreed between the parties to this Agreement, and inaddition to other remedies permitted by law, the Buyer may, without obligation to pay,reject either before or after delivery, any of the DDGS which when inspected or used fail ina material way to conform to this Agreement. Should any of the DDGS be seized or condemnedby any federal or state department or agency for any reason except noncompliance by Buyerwith applicable federal or state requirements, such seizure or
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condemnation shall operate asa rejection by Buyer of the goods seized or condemned and Buyer shall not be obligated tooffer any defense in connection with the seizure or condemnation. When rejection occursbefore or after delivery, at its option, Buyer may:          (1) Dispose of the rejected goods after first offering Seller a reasonable opportunityof examining and taking possession thereof, if the condition of the goods reasonably appearsto Buyer to permit such delay in making disposition; or          (2) Dispose of the rejected goods in any manner directed by Seller which Buyer canaccomplish without violation of applicable laws, rules, regulations or property rights; or          (3) If Buyer has no available means of disposal of rejected goods and Seller fails todirect Buyer to dispose of it as provided herein, Buyer may return the rejected goods toSeller, upon which event Buyer’s obligations with respect to said rejected goods shall bedeemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection byBuyer.          (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing,transporting, returning and disposing of the rejected goods. Buyer shall have no obligationto pay Seller for rejected goods and may deduct reasonable costs and expenses to bereimbursed by Seller from amounts otherwise owed by Buyer to Seller.          (5) If Seller produces DDGS which comply with the warranty in Section C above but whichdo not meet applicable industry standards, Buyer agrees to purchase such DDGS for resale butmakes no representation or warranty as to the price at which such DDGS can be sold. If theDDGS deviates so severely from industry standard as to be unsalable, then it shall bedisposed of in the manner provided for rejected goods in Section C above.     D. If Seller knows or reasonably suspects that any of the DDGS produced at its Plantare adulterated or misbranded, or outside of industry quality standards, Seller shallpromptly so notify Buyer so that such DDGS can be tested before entering interstatecommerce. If Buyer knows or reasonably suspects that any of the DDGS produced by Seller atits Plant are adulterated, misbranded or outside of industry quality standards, then Buyermay obtain independent laboratory tests of the affected goods. If such goods are tested andfound to comply with all warranties made by Seller herein, then Buyer shall pay all testingcosts; and if the goods are found not to comply with such warranties, Seller will pay alltesting costs.9. RETENTION OF SAMPLES. Seller will take an origin sample of DDGS from each truckand rail car before it leaves the Plant using standard sampling methodology. Seller willlabel these samples to indicate the date of shipment and the truck or railcar numberinvolved. Seller will also retain the samples and labeling information for no less than oneyear.
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10. INSURANCE.     A. Seller warrants to Buyer that all employees engaged in the removal of the DDGS fromSeller’s Plant shall be covered as required by law by worker’s compensation and unemploymentcompensation insurance.     B. Seller agrees to maintain throughout every term of this Agreement comprehensivegeneral liability insurance, including product liability coverage, with combined singlelimits of not less than $2,000,000. Seller’s policies of comprehensive general liabilityinsurance shall be endorsed to require at least thirty (30) days advance notice to Buyerprior to the effective date of any decrease in or cancellation of coverage. Seller shallcause Buyer to be named as an additional insured on Seller’s insurance policy and shallprovide a certificate of insurance to Buyer to establish the coverage maintained by Sellernot later than fourteen (14) days prior to completion and start-up of production of thePlant.     C. Buyer agrees to carry such insurance on its vehicles operating on Seller’s propertyas Seller reasonably deems appropriate. The parties acknowledge that Buyer may elect toself insure its vehicles. Upon request, Buyer shall provide certificate of insurance toSeller to establish the coverage maintained by Buyer.     D. Notwithstanding the foregoing, nothing herein shall be construed to constitute awaiver by either party of claims, causes of action or other rights which either party mayhave or hereafter acquire against the other for damage or injury to its agents, employees,invitees, property, equipment or inventory, or third party claims against the other fordamage or injury to other persons or the property of others.     11. REPRESENTATIONS AND WARRANTIES     A. Seller represents and warrants that all of the DDGS delivered to Buyer shall not beadulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act andmay lawfully be introduced into interstate commerce pursuant to the provisions of the Act.Seller further warrants that the DDGS shall fully comply with any applicable state lawsgoverning quality, naming and labeling of product. Payment of invoice shall not constitutea waiver by Buyer of Buyer’s rights as to goods which do not comply with this Agreement orwith applicable laws and regulations. **EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT,SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUTLIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.**     B. Seller represents and warrants that the DDGS delivered to Buyer shall be free andclear of liens and encumbrances.
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12. EVENTS OF DEFAULT. The occurrence of any of the following shall be an event ofdefault under this Agreement: (1) failure of either party to make payment to the other whendue; (2) default by either party in the performance of the covenants andagreements set forth in this Agreement; (3) if either party shall become insolvent, or makea general assignment for the benefit of creditors or to an agent authorized to liquidate anysubstantial amount of its assets, or be adjudicated bankrupt, or file a petition inbankruptcy, or apply to a court for the appointment of a receiver for any of its assets orproperties with or without consent, and such receiver shall not be discharged within sixty(60) days following appointment.13. REMEDIES. Upon the happening of an Event of Default, the parties hereto shallhave all remedies available under applicable law with respect to an Event of Default by theother party. Without limiting the foregoing, the parties shall have the following remedieswhether in addition to or as one of the remedies otherwise available to them; (1) to declareall amounts owed immediately due and payable; and (2) immediately to terminate thisAgreement effective upon receipt by the party in default of the notice of termination,provided, however, the parties shall be allowed 10 days from the date of receipt of noticeof default for to cure any default. Notwithstanding any other provision of this Agreement,Buyer may offset against amounts otherwise owed to Seller the price of any product whichfails to conform to any requirements of this Agreement.14. FORCE MAJEURE. Neither Seller nor Buyer will be liable to the other for anyfailure or delay in the performance of any obligation under this Agreement due to events beyond itsreasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion, actof the public enemy, riots, civil disorders, sabotage, strikes, lockouts, labor disputes, laborshortages, war stoppages or slowdowns initiated by labor, transportation embargoes, failure orshortage of materials, acts of God, or acts or regulations or priorities of the federal, state orlocal government or branches or agencies thereof.15. INDEMNIFICATION.     A. Seller shall indemnify, defend and hold Buyer and its officers, directors, employeesand agents harmless, from any and all losses, liabilities, damages, expenses (includingreasonable attorneys’ fees), costs, claims, demands, that Buyer or its officers, directors,employees or agents may suffer, sustain or become subject to, or as a result of (i) anymisrepresentation or breach of warranty, covenant or agreement of Seller contained herein or(ii) the Seller’s negligence or willful misconduct.     B. Buyer shall indemnify, defend and hold Seller and its officer, directors, employeesand agents harmless, from any and all losses, liabilities, damages, expenses (includingreasonable attorneys’ fees), costs, claims, demands, that Seller or its officers, directors,employees or agents may suffer, sustain or become subject to, or as a result of (i) anymisrepresentation or breach of warranty, covenant or agreement of Buyer contained herein or(ii) the Buyer’s negligence or willful misconduct.
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     C. Where such personal 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 of indemnification shallbe in proportion to the percentage of that party’s negligence or faults.     D. Seller acknowledges that in order to maximize the total revenue to be generatedthrough the sale of the DDGS, Buyer may take positions by selling DDGS in anticipation ofSeller providing the GGDS. Notwithstanding the fact that Seller’s obligation is to provideBuyer with the output of the Plant the parties acknowledge that Buyer may suffer losses as aresult of positions taken by Buyer if Seller discontinues operations for any reasonwhatsoever including Force Majeure. Therefore, Seller shall indemnify, defend and holdBuyer and its officers, directors, employees and agents harmless from any and all losses,liabilities, damages, expenses (including reasonable attorney’s fees), costs, claims,demands that Buyer or its officers, directors, employees, or agents may suffer, sustain orbecome subject to as a result of any sale or purchase of DDGS taken by Buyer in anticipationof Seller delivering the DDGS hereunder, provided Buyer has taken commercially reasonablesteps to avoid the loss. Seller shall not be liable for any loss resulting from Sellerdiscontinuing operations related to a position taken by Buyer for delivery more than 90 daysfrom the date of entering into a sale without the consent of Seller.16. GOVERNMENTAL ACTION. The parties recognize that the value of the DDGS couldchange as a result of various governmental programs, be they foreign or domestic. In the eventthat a significant value change of the DDGS as a result of any such governmental program, Buyer mayrequest re-negotiation of the contract price for the DDGS by providing written notice to Seller.Buyer shall be required to demonstrate that the value of the DDGS has significantly changed in themarket. Should such a change take place, the parties agree to negotiate, in good faith, a revisedsale price for the DDGS. 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 eventand notwithstanding the other provisions hereof, Buyer may terminate this Agreement upon 90 daysprior written notice.17. RELATIONSHIP OF PARTIES. This Agreement creates no relationship other than thatof buyer and seller between the parties hereto. Specifically, there is no agency, partnership,joint venture or other joint or mutual enterprise or undertaking created hereby. Nothing containedin this Agreement authorizes one party to act for or on behalf of the other and neither party isentitled to commissions from the other.18. MISCELLANEOUS.     A. This writing is intended by the parties as a final expression of their agreementand a complete and exclusive statement of the terms thereof.     B. No course of prior dealings between the parties and no usage of trade, except
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whereexpressly incorporated by reference, shall be relevant or admissible to supplement, explain,or vary any of the terms of this Agreement.     C. Acceptance of, or acquiescence in, a course of performance rendered underthis or any prior agreement shall not be relevant or admissible to determine the meaning ofthis Agreement even though the accepting or acquiescing party has knowledge of the nature orthe performance and an opportunity to make objection.     D. No representations, understandings or agreements have been made or relied upon inthe making of this Agreement other than as specifically set forth herein.     E. This Agreement can only be modified by a writing signed by all of the parties ortheir duly authorized agents.     F. The paragraph headings herein are for reference purposes only and shall not in anyway affect the meaning or interpretation of this Agreement.     G. This Agreement shall be construed and performed in accordance with the laws of theState of Nebraska.     H. The respective rights, obligations and liabilities of the parties under thisAgreement are not assignable or delegable without the prior written consent of the otherparty.     I. Notice shall be deemed to have been given to the party to whomit isaddressed ninety-six (96) hours after it is deposited in certified U.S. mail, postageprepaid, return receipt requested, addressed as follows:     Buyer:Commodity Specialist Company  310 Grain Exchange Bldg.  400 South Fourth Street  Minneapolis, Minnesota 55415  ATTN: Steve J. Markham   Seller: Siouxland Ethanol LLC  P.O. Box 147  Jackson, Nebraska 68743   Copy To: Valerie D. Bandstra, Esq.  Brown, Winick, Graves, Gross  Baskerville and Schoenbaum, PLC  Suite 2000 Ruan Center  666 Grand Avenue  Des Moines, Iowa 50309
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     IN WITNESS THEREOF, the parties have caused this Agreement to be executed the dayand year first above written.         COMMODITY SPECIALISTS COMPANY           By: /s/ Phil J. Lindau           Title: Co-President           Siouxland Ethanol LLC           By: /s/ Tom Lynch           Title: President  
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