NOTE: [*****]
 ETHANOL PRODUCT OFF-TAKE AGREEMENT  BY AND AMONG  SIOUXLAND ETHANOL, LLC AND  GAVILON, LLC
 Agreement st Effective Date Siouxland Ethanol,
LLC (Producer Gavilon, LLC Gavilon
 RECITALS
 (a)
    
    Producer will produce Ethanol (also referred to herein as the
Product) at its facility located in Jackson, Nebraska (the Plant),
with a current name plate capacity of approximately 50 million gallons (the Name
Plate Capacity) of Ethanol per Contract Year;(b)
    
    Gavilon is in the business of purchasing Product and marketing and reselling
such Product to third-parties; and(c)
    
    Producer desires to deliver and sell to Gavilon, and Gavilon desires to
purchase and take from Producer, the Product output of the Plant specified herein and
Gavilon desires to provide certain related services to Producer on the terms and
subject to the conditions contained in this Agreement.
 AGREEMENT
  Article 1
 DEFINITIONS
 Acceptance Deadline
 Agreement
 Bankruptcy
 Bid
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Business Day or Business Days
 Central Time
 Confidential Information
 Confirmation
 Confirmed Order
 Confirmed Price
 Contract Year
 Cross Default
 Gavilon Service Fee
 Damages
 Delivery
 Delivery Point
 Delivery Schedule
 Demurrage
 Designated Logistics Individual
 Designated Pricing Individual
 DOT
 Effective Date
 Ethanol Exhibit
A
 Event of Default
 Force Majeure
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Forward Market Services
 Governing Body
 Governing Body Arbitration Rules
 Initial Term
 Invoice
 Invoice Date
 Logistics
 Nonconforming Product
 Party Parties
 Plant
 Product
 Production Forecast
 Purchase Price
 Renewal Term
 Specifications
 Storage Costs
 Superior Terms
 Taxes
 Term
 Terminal
 Transaction Document
 Transport Carrier
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Article 2
 TERM
 Initial Term. Initial Term
 Renewal Term. Renewal Term Term
 Article 3
 PRODUCT PURCHASE
 Sale/Purchase. Retained Product Schedule 3.1
  Article 4
 PRODUCT QUANTITY AND QUALITY
 Production Forecasts.
 4.1.1
    
    A weekly Product production output forecast for the Plant for a rolling 60 day
period (the Production Forecast) which shall be the best estimate by Producer
of the Plants Product production for the respective forecast period. Producer shall
have the right to adjust the information in any prior Production Forecast in
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its sole and absolute discretion in connection with the delivery of any new weekly
Production Forecasts, but shall use commercially reasonable efforts to advise
Gavilon of any anticipated revision to prior Production Forecast information as soon
as practicable;4.1.2
    
    On or before the first day of each calendar month during the Term, monthly
written updates in writing or electronically concerning operations of the Plant and
activities that relate to the output of Product;4.1.3
    
    On or prior to 8:30 a.m. Central Time of each-day of operation, the estimated
daily Product inventory balances of the Plant, Product production status and Product
shipment information in writing or electronically;4.1.4
    
    Promptly after the Effective Date, and at least forty five (45) days prior to
the beginning of each Calendar Year during the Term, written notice of any then-
scheduled Plant shutdowns;4.1.5
    
    Prompt written notice, within twenty four (24) hours, of any event that has
resulted or could reasonably be expected to result in an unscheduled Plant shut down,
suspension or significant decrease in the Plants production of Product that was not
reported or anticipated in the Production Forecasts provided for herein; and4.1.6
    
    Immediately upon request, such other information reasonably requested by
Gavilon.
 Quantity
 Quality. Exhibit A Specifications
 4.3.1
    
    Producer shall provide to Gavilon, on or prior to Delivery of any Product to
Gavilon, a certificate representing an analysis of the Product to be sold to Gavilon,
certifying and evidencing to the reasonable satisfaction of Gavilon that such Product
(i) is free and clear of all liens and encumbrances, (ii) complies in
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all material respects with any applicable federal, state, and local laws,
regulations and requirements governing quality, naming, and labeling of Product, and
(iii) conforms to the Specifications. Producer, at its sole cost and expense, shall
provide or cause to be provided all testing and related test equipment, which shall
be calibrated at least once every six (6) months during the Term of this Agreement,
at or in the vicinity of the Plant to determine, to Gavilons satisfaction, that the
Product is compliant with the Specifications. Gavilon or Gavilons representative
shall have the right to perform, at any time and at Gavilons sole expense, tests to
determine whether or not the Product is in compliance with the Specifications. If
the Product so tested does not conform to the Specifications, Producer shall
reimburse Gavilon its actual costs in conducting such tests.4.3.2
    
    If Producer knows or reasonably suspects that any of the Product produced at
the Plant are adulterated or misbranded, or do not conform to any warranty or
Specification, Producer shall promptly notify Gavilon to such effect so that such
Product can be tested before entering interstate commerce. If Gavilon knows or
reasonably suspects that any of the Products produced by Producer at the Plant are
adulterated, misbranded or non-conforming to the Specifications, then Gavilon may
obtain independent laboratory tests of the Product in question. If such Product is
tested and found to comply with all warranties and the Specifications made by Producer
herein, then Gavilon shall be responsible for all applicable testing costs; and if the
Product is found not to conform with such warranties and the Specifications, Producer
shall be responsible for all applicable testing costs.4.3.3
    
    Gavilons payment for the Product, whether or not in conformance with this
Agreement or any applicable Confirmation, does not constitute a waiver by Gavilon of
Gavilons rights in the event the Product does not comply with the terms of this
Agreement.4.3.4
    
    Sampling of Product will be by certification of the storage tank from which
the Product is being transferred from into the Transport Carrier. If Product is loaded
onto a number of railcars in sequence then samples will be collected from the first car
loaded and then every 5th car loaded as well as the final car loaded. A
sample will be gathered from each truck that is loaded. Samples will be retained by
Producer for sixty (60) days after invoice date.4.3.5
    
    If requested by Gavilon, Producer shall provide all information to Gavilon
pursuant to this Section 4.2 in electronic form.
 Nonconforming Product. Nonconforming Product
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Article 5
 DELIVERY, SCHEDULING AND LOGISTICS
 Delivery.
 Designated Logistics Individual. Designated Logistics Individual
 Delivery Schedule. Delivery Schedule
 5.3.1
    
    Submission date;5.3.2
    
    Production plan with estimated production quantities of Product;5.3.3
    
    Estimated start-of-quarter inventory of Product by and in gallons;5.3.4
    
    Comments regarding operations, scheduled shutdowns, and other comments
relating to market, Logistics, and inventory management; and5.3.5
    
    Should any changes from the Delivery Schedule be anticipated for the
subsequent three (3) calendar quarters, Producer shall communicate such changes in
writing together with the above information. Such changes could
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include: production rates per month, quantities of Product to be produced and a list
of special operational and delivery considerations.
 Gavilons Covenants.
 5.4.1
    
    Secure and maintain all necessary agreements, licenses, documents and
contracts related to the transport of the Product from the Delivery Point;5.4.2
    
    Establish, monitor and communicate Logistics-related data to Producer as
reasonable to ensure the shipment of Product in accordance with the applicable Delivery
Schedule;5.4.3
    
    Provide Producer with estimated annual Product requirements and delivery
schedules to assist Producer in preparing the Delivery Schedule;5.4.4
    
    Secure and supply to Producer in connection with Delivery of Products
hereunder all Transport Carriers and advise Producer on tracking Transport Carriers and
applicable respective estimated times of arrival therefore in an effort to reduce
Demurrage and other costs; and5.4.5
    
    Schedule the loading and shipping of all outbound Product purchased hereunder
and shipped by Transport Carrier.5.4.6
    
    Upon execution by Producer of nondisclosure agreement acceptable to Gavilon in
its sole discretion, provide Producer with copies of its (on in the case of
consolidated financial statements, its parents) quarterly and audited annual financial
statements during the Term.5.4.7
    
    Comply in all material respects with all applicable federal, state, and local
laws, regulations and requirements regarding the shipment of Product from the Plant
including, but not limited to, all DOT requirements relating to the shipment of
hazardous materials or otherwise applicable to the shipment of the Product (e.g. proper
paperwork, rail cars meeting DOT requirements, etc.);
 Producers Covenants.
 5.5.1
    
    Comply in all material respects with all applicable federal, state, and local
laws, regulations and requirements regarding the labeling and shipment of Product
applicable to Producer in connection with Delivery of Product at the Plant including,
but not limited to, all DOT requirements relating to the labeling and shipment of
hazardous materials or otherwise applicable to the labeling and shipment of the Product
(e.g. proper paperwork, rail cars meeting DOT requirements, etc.);
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5.5.2
    
    Provide to Gavilon and Gavilons representatives access to the Plant in a
manner and at all times reasonably necessary and convenient for Gavilon to take
Delivery of the Product;5.5.3
    
    Provide all labor, facilities and equipment necessary to load the Transport
Carriers and consummate Delivery of the Product at no charge to Gavilon;5.5.4
    
    Handle the Product in a good and workmanlike manner in accordance with
Gavilons requirements, all governmental regulations and in accordance with normal
industry practice;5.5.5
    
    Maintain all loading facilities at the respective Terminal and Delivery Point
in a safe operating condition in accordance with normal industry standards;5.5.6
    
    Prior to Delivery, inspect all applicable Transport Carriers in accordance
with industry standards to ensure that the same are free of debris and foreign material
that are prohibited under applicable laws or industry standards, free of odor and
visually ascertainable contamination, and free of leaks from the Transport Carrier
valves, and immediately notify Gavilon upon the discovery of or suspicion of the
presence of such items to allow the Parties to coordinate the removal of such
contaminants or arrange for substitute transportation equipment;5.5.7
    
    Use commercially reasonable efforts to load all Transport Carriers to full
capacity at the Delivery Point. In the event that a Transport Carrier is not loaded to
full capacity due to Producers failure to use such commercially reasonable efforts,
Producer shall pay that portion of freight charges allocable to the unused capacity of
the applicable Transport Carrier and shall notify Gavilon within one (1) Business Day
of the occurrence of such partial load;5.5.8
    
    Provide, at Producers sole cost and expense, storage capacity for a minimum
of three (3) calendar days production of Product at the Plant, in accordance with
industry standard and all applicable state and federal regulations;5.5.9
    
    Provide Gavilon with such accounting, financial and other information
including but not limited to, copies of its quarterly and audited annual financial
statements of Producer as may be requested in order for Gavilon to monitor and assess
Producers credit status during the Term.5.6
    
    Notification of Problems with Delivery.5.6.1
    
    Gavilon shall inform Producer of any problem regarding any Delivery or
shipment of Product within one (1) Business Day by facsimile or email, and telephone,
after Gavilon becomes aware of any such problem. An example of such problem(s)
includes, but is not limited to, a difference in the quantity of the Delivery of
Product from that quantity set out in the applicable Confirmation.5.6.2
    
    Producer shall inform Gavilon of any problem regarding any Delivery or
shipment of Product within one (1) Business Day by facsimile or email, and telephone,
after Producer becomes aware of any such problem. An example of such problem(s)
includes, but is not limited to, Product having a different quantity than originally
set out in the Confirmation.
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Article 6
 PRICING AND PAYMENTS
 Designated Pricing Individual. Designated Pricing Individual
 6.2
    
    Bidding and Confirmation Process.6.2.1
    
    All bids for the purchase of Product made by Gavilon pursuant to Section 3.1
(each a Bid) shall be delivered by telephone (which shall be confirmed by
telecopy), telecopy or e-mail to Producers Designated Pricing Individual and shall
include in the Bid the quantity of Product, shipment period and the bid price for such
Product. Any Bid delivered to Producer by 11:00 a.m. Central Time shall remain open
for acceptance by Producer until 5:00 p.m. Central Time on the day Gavilon provides the
Bid to Producer and Bids delivered during the remainder of the day shall remain open
for acceptance by Producer until 5:00 p.m. Central Time on the following day (either of
such times being the Acceptance Deadline) at which time such Bid shall
automatically expire as rejected and no longer be of any effect. Prior to Producers
acceptance of the Bid, Gavilon reserves the right in Gavilons sole, absolute and
unreviewable discretion, to modify or withdraw a Bid and communicate in writing or
electronically, such modification or withdrawal to Producer.6.2.2
    
    Not later than the Acceptance Deadline for a particular Bid, Producer shall
either (i) accept such Bid, (ii) reject such Bid or (iii) accept such Bid on Superior
Terms as described in clause (c) below. In the event Producer fails to accept or
reject a Bid prior to the applicable Acceptance Deadline, such Bid shall be deemed
rejected.
 (a)
    
    If a Bid is accepted by Producer, Gavilon shall
deliver to the Designated Pricing Individual by telecopy or e-mail, a
written Confirmation of Purchase and Sale Transaction substantially in
the form attached hereto as Exhibit B (the
Confirmation) not later than one Business Day after
acceptance of the Bid. The Confirmation shall include the type and
quantity of Product to be purchased by Gavilon and the firm purchase
price for such Product (the Confirmed Price). The Confirmed
Price less the Gavilon Service Fees (as defined below) is referred to
herein as the Purchase Price payable by Gavilon for the
Product.(b)
    
    If a Bid is rejected by Producer, the Product
which was the subject of such Bid shall be retained by Producer and
Gavilon shall continue to bid for such Product pursuant to its
obligations under
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Section 3.1 here unless Producer notifies Gavilon that it intends to
treat all or any portion of such Product as Retained Product.(c)
    
    If Producer obtains a bona fide bid from an
unaffiliated party for any or all of the Product for which Gavilon has
submitted a Bid which reflects a higher net price to Producer for such
Product (Superior Terms), Producer shall, subject to approval
by Gavilon in its reasonable discretion, be allowed to accept such
Superior Terms on behalf of Gavilon with respect to such Product in
which case, Gavilons Bid will be deemed to be modified to reflect such
Superior Terms and Producer shall be deemed to have accepted such Bid
as so modified. In such event, Gavilon shall deliver a Confirmation in
the manner described in clause (a) but with a Confirmed Price and
Purchase Price reflecting such Superior Terms. If Gavilon does not
approve acceptance on its behalf of bid reflecting Superior Terms, then
Producer shall be allowed to accept such Superior Terms on Producers
own behalf and sell the Product that was the subject of Gavilons
original Bid to such other party on such Superior Terms without the
payment of any Gavilon Service Fee.
 6.2.3
    
    In the event that any Product purchased by Gavilon hereunder is re-sold to
third parties that do not require RINS to be attached to such Product, such RINS will
remain the property of Producer.
 Gavilon Service Fees. [*****] [*****************] Gavilon Service
Fee
 Taxes. Taxes
 Railcar Leasing.
 6.5.1
    
    In the event Purchaser maintains a dedicated fleet of railcars for use as
Transport Carriers for Delivery of Product from Producer, Producer shall be responsible
for Gavilons net leasing cost (including in-service freight and mileage-equalization
costs) for such dedicated railcars without markup or premium as determined by the
contract terms of the applicable lease agreements. Gavilon shall be invoiced Producer
on a monthly basis for such costs. Gavilon shall not deduct such leasing costs or any
other costs of transporting product from the Confirmed Price for any Product.
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6.5.2
    
    At the beginning of each Contract Year during the Term, Producers Designated
Logistics Individual and Gavilon shall agree on the number of railcars, if any, that
Gavilon shall designate as being dedicated to use as Transport Carriers for the
Producer for such Contract Year and shall meet periodically throughout the Contract
Year as necessary to make adjustments thereto as may be necessary to allow Gavilon, as
nearly as practical, to recover its net cost of maintaining such dedicated railcar
fleet.6.5.3
    
    If this Agreement is terminated by Producer pursuant to Section 13.6, Producer
shall be responsible for any lease costs that Gavilon will incur (and entitled to
Gavilons rights to leased railcars) through the end of the Initial Term or
then-current Renewal Term.6.6
    
    Billing and Payment.6.6.1
    
    Invoice. Within one Business Day of Delivery of Product to Gavilon
(each an Invoice Date), Producer will provide an invoice to Gavilon, in
writing or electronically, setting forth the amounts due from Gavilon with respect to
such Delivery of Product (the Invoice).6.6.2
    
    Payment Due. Gavilon shall issue payment to Producer by electronic or
wire transfer within seven (7) Business Days after Delivery of the Product referenced
on the applicable Invoice.
 Article 7
 REPRESENTATIONS AND WARRANTIES
 Representations, Warranties and Covenants.
 7.1.1
    
    Such Party is duly organized, validly existing, and in good standing under the
laws of the state of its formation, has registered as a foreign entity in those
jurisdictions where such registration is required, and has the power and authority to
own and operate its properties and to carry on its business as now being conducted;7.1.2
    
    Such Party is duly authorized to execute and deliver this Agreement and any
Confirmations, perform the covenants contained herein and therein, to consummate the
transactions contemplated hereby, and to execute, deliver and perform all documents and
instruments to be executed and delivered by such Party pursuant hereto, and all
required action in respect to the foregoing has been taken by such Party;7.1.3
    
    When executed and delivered, this Agreement, any Confirmations, and all of the
documents and instruments described herein and therein, will constitute valid and
binding obligations of the Parties thereto, enforceable against the Parties, in
accordance with their respective terms;7.1.4
    
    The execution and delivery of this Agreement and any Confirmations, and the
performance of or compliance with the terms and provisions of this Agreement
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and any Confirmations will not conflict with, or result in a breach of, a default
under, or accelerate any agreement, lease, license, undertaking or any other
instrument or obligation of any kind or character to which such Party is a party or
by which such Party or the Product may be bound, and will not constitute a default
thereunder or result in the declaration or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the Product;7.1.5
    
    Except as set forth in 15.2, it (i) has not assigned, transferred, created or
permitted to exist any lien or other encumbrance on, or otherwise disposed of, or
purported to assign, transfer, create or permit to exist any lien or other encumbrance
on, or otherwise dispose of any of its rights to any amounts that may be owed to it
under this Agreement to any third-party, and (ii) covenants that, so long as this
Agreement is in effect, it will not assign, transfer, create or permit to exist any
lien or other encumbrance on, or otherwise dispose of or purport to assign, transfer,
create or permit to exist any lien or other encumbrance on, or otherwise dispose of any
of its rights to any amounts that may be owed to it under this Agreement, to any
third-party;7.1.6
    
    It is not relying upon any representations of the other Party, other than
those expressly set forth in this Agreement or any Confirmation issued pursuant
thereto; and7.1.7
    
    It has entered into this Agreement with a full understanding of the material
terms and risks of the same, and it is capable of assuming those risks.
 Article 8
 POSSESSION AND TITLE
 Title; Risk of Loss.
 Responsibility for Product.
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Article 9
 FORWARD MARKET SERVICES
 Services. Forward Market Services
 No Liability.
 Article 10
 CONFIDENTIALITY
 Confidential Information. Confidential Information
 Producer Nondisclosure. Producers Parties
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Gavilon Nondisclosure.
 Term of Confidentiality Agreement.
 Article 11
 FORCE MAJEURE
 Force Majeure.
 Definition of Force Majeure. Force Majeure
 Sale of Product Upon Gavilon Claim of Force Majeure.
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Article 12
 INDEMNITY AND LIMITATIONS ON LIABILITY
 Indemnification by Producer.
 Indemnification by Gavilon
 Limitation of Liability.
 Article 13
 DEFAULT AND TERMINATION
 Event of Default. Event of Default
 13.1.1
    
    The failure to make, when due, any payment required pursuant to this Agreement or any
Transaction Document;13.1.2
    
    Any representation or warranty made by such Party herein or any Transaction Document
is false or misleading in any material respect when made or when deemed made;
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13.1.3
    
    The failure to perform any material covenant, condition, or obligation set forth in
this Agreement or any Transaction Document;13.1.4
    
    The failure of Producer to satisfy the creditworthiness/collateral requirements,
including the obligation to enter into letters of credit or provide margin, pursuant to
this Agreement or any Transaction Document;13.1.5
    
    Either Party directly or indirectly, including by operation of law, transfers,
assigns, sells, or disposes of all or substantially all of its assets or any rights or
obligations under this Agreement, without the prior written consent of the other Party,
which shall not be unreasonably withheld, except to the extent such transfer,
assignment, sale or disposition is otherwise specifically permitted by clause (iii) of
Section 15.2 of this Agreement;13.1.6
    
    Any Party herein shall become insolvent, or shall suffer or consent to or apply for
the appointment of a receiver, trustee, custodian or liquidator of itself or any of its
property, or shall generally fail to pay its debts as they become due, or shall make a
general assignment for the benefit of creditors; any Party hereunder shall file a
voluntary petition in bankruptcy, or seek reorganization, in order to effect a plan or
other arrangement with creditors or any other relief under the Bankruptcy Code, Title
11 of the United States Code, as amended or recodified from time to time, or under any
state or federal law granting relief to debtors (collectively Bankruptcy).
 Right to Cure.
 Non-Waiver of Future Default.
 Cross Default. Cross Default
 Termination by Mutual Agreement.
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Termination By Either Party.
 Termination for Force Majeure.
 Rights and Obligations on Termination or Default.
 13.8.1
    
    Any rights of Gavilon or Producer to outstanding Confirmed Orders and payments
existing or accrued through termination of this Agreement shall remain in effect and,
unless otherwise specified herein, all payments and monetary obligations of the
respective Parties required pursuant to this Agreement and any Transaction Document
shall be made pursuant to this Agreement.13.8.2
    
    In addition to other remedies available, if Producer defaults in Producers
obligation to deliver Product under Confirmed Orders, then Gavilon may, but shall not
be obligated to, cover by purchasing Product from third parties. Producer shall pay
to Gavilon the amount, if any, by which (i) the cost of such third-party Product,
including all reasonable costs and expenses associated with the purchase of Product
from third parties, plus a Gavilon Service Fee for such amounts of Product purchased,
exceeds (ii) the Confirmed Price of Product. Payments due and owing under this Section
13.8.2 shall be made pursuant to this Agreement.13.8.3
    
    In addition to other remedies available, if Gavilon defaults in Gavilons obligation
to purchase Product under Confirmed Orders, Producer may, but shall not be obligated
to, cover by selling its Product to third parties. Gavilon shall pay to Producer the
amount, if any, by which (i) the Confirmed Price of such Product, less the related
Gavilon Service Fee, plus other reasonable costs and expenses associated with
Producers sale of Product to third parties, exceeds (ii) the net price to such third
party. Payments due and owing under this Section 13.8.3 shall be made pursuant to this
Agreement.
 Cumulative Rights and Remedies.
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Article 14
 INSURANCE
 Insurance Requirements. Exhibit
C.
 Article 15
 MISCELLANEOUS
 No Press Releases or Public Announcements.
 Assignment. Exhibit D
 Records.
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Audit of Records.
 Dispute Resolution.
 15.5.1
    
    Dispute Notice. The Parties shall make a diligent, good faith attempt to
resolve all disputes before either Party commences arbitration with respect to the
subject matter of any dispute. If the representatives of the Parties are unable to
resolve a dispute within forty five (45) days after either Party gives written notice
to the other of a dispute, either Party may, by sending a dispute notice to the other
Party, submit the dispute to binding arbitration in accordance with the Governing Body
Arbitration Rules, except as such Governing Body Arbitration Rules may be modified by
this Agreement.15.5.2
    
    Appointment of Arbitrators. A sole arbitrator shall be appointed pursuant to
the Governing Body Arbitration Rules.15.5.3
    
    Location. The site of the arbitration shall be determined by the Governing
Body, unless otherwise agreed by the Parties.15.5.4
    
    Diligence; Remedies. The Parties shall diligently and expeditiously proceed
with arbitration. The arbitrators shall decide the dispute by majority of the
arbitrators. The arbitrators shall be instructed to render a written decision within
forty five (45) days after the conclusion of the hearing or the filing of such briefs
as may be authorized by the arbitrators, subject to any reasonable delay due to
unforeseen circumstances. Except to the extent the Parties remedies may be limited by
the terms of this Agreement, the arbitrators shall be empowered to award any remedy
available under the laws of the State of Nebraska including, but not limited to,
monetary damages and specific performance. The arbitrators shall not have the power to
amend or add to this Agreement. The award of the arbitrators shall be in writing with
reasons for such award and signed by the arbitrators. Any award rendered shall be final
and binding. Judgment rendered by the arbitrators may be entered in any court having
jurisdiction thereof.15.5.5
    
    Waiver of Appellate Review; Enforcement. The Parties hereby waive any rights
to appeal or to the review of such award by any court or tribunal. The Parties further
undertake to carry out without delay the provisions of any arbitral award or decision,
and each agrees that any such award or decision may be enforced by any competent
tribunal.15.5.6
    
    Costs of Arbitration. The costs of such arbitration shall be determined by
and allocated between the Parties by the arbitral tribunal in its award.15.5.7
    
    Independent Agreement. This Section 15.5 constitutes an independent contract
between the Parties to, pursuant to the Governing Body Arbitration Rules (except as
said Governing Body Arbitration Rules are modified by the express terms of this
Agreement), arbitrate all disputes between the Parties related to this Agreement,
including, without limitation, disputes regarding the formation of
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contract(s) and whether either Party is entitled to quasi- contractual or quantum
merit recovery from the other Party.15.5.8
    
    Continuation of Performance. Unless otherwise agreed in writing or as set
forth in Article 13, the Parties shall each continue to perform their respective
obligations hereunder during any proceeding by the Parties in accordance with this
Section 15.5.
 Inurement.
 Forward Contract/Forward Contract Merchants. Settlement
Payments
 Entire Agreement.
 Amendments.
 Governing Law.
 Compliance with Laws.
 Furnishing of Information and Further Action.
 Faithful Performance and Good Faith.
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Relationship.
 Notice Addresses.
 If to Gavilon:
    
    Gavilon, LLCEleven ConAgra DriveOmaha, NE 68102-5011Attn: Director  Renewable FuelsFax: (402) 595-7804Phone: (402) 595-5300With a copy to:
    
    Gavilon, LLCEleven ConAgra Drive, STE 11-160Omaha, NE 68102Fax: (402) 978-5585Attn: Legal DepartmentIf to Producer:
    
    Siouxland Ethanol, LLC1501 Knox Blvd.Jackson, NE 68743Fax: (402) 632-2677Phone: (402) 632-2676With a copy to:
    
    Steven P. AmenKutak Rock LLP1650 Farnam StreetOmaha, NE 68102Fax: (402) 346-1148
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Costs to be Borne by Each Party.
 Counterparts.
 Severability.
 Headings.
 Waiver.
 Interpretation.
 15.21.1
    
    This Agreement; and15.21.2
    
    Confirmation, confirmation of purchase and sale transaction, or other document used
for the purposes of a Confirmation, including but not limited to, any general terms
contained therein.
 Incorporation of Exhibits/Schedules.
 23




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GAVILON, LLC, a Delaware limited liability companyBy:
    /s/ Dennis StierenIts: Vice President Trade OperationsSIOUXLAND ETHANOL, LLC, a Nebraska limited 
liability companyBy:
    /s/ Charles HoflandIts: President 24