**EXHIBIT10**

**[*]CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITHTHE COMMISSION.  CONFIDENTIAL TREATMENTHAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.**

***RPMG***

***RENEWABLE PRODUCTS MarketingGroup***

**ETHANOL FUEL**

**MARKETING AGREEMENT**

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***ETHANOL FUEL MARKETINGAGREEMENT***

**THISAGREEMENT**, entered into this 19th day of July, 2006, by andbetween RENEWABLE PRODUCTS MARKETING GROUP, L.L.C., hereinafter referred to as “RENEWABLEPRODUCTS”; and ADVANCED BIOENERGY, LLC, a Delaware limited liability company,hereinafter referred to as “ADVANCED BIOENERGY.”

**WITNESSETH:**

**WHEREAS,**RENEWABLE PRODUCTS is a limited liability company formed for the purpose ofmarketing ethanol for its members and others, and,

**WHEREAS,**ADVANCED BIOENERGY, is intending to construct a plant in Fairmont, Nebraska forthe production of fuel grade ethanol, and,

**WHEREAS,**the parties have agreed that, for the duration of this marketing agreement, thesale and marketing of all of the ethanol produced by ADVANCED BIOENERGY asdescribed in Section 1 below should be undertaken by RENEWABLE PRODUCTS.

**NOW,THEREFORE,** In consideration of the mutual covenants andpromises herein contained, the parties hereto agree as follows:

**1.**             ExclusiveMarketing Representative.  That ifADVANCED BIOENERGY constructs a facility in Fairmont, Nebraska for theproduction of fuel grade ethanol, RENEWABLE PRODUCTS shall be the solemarketing representative for the entire production of said facility subject toall the terms and conditions of this agreement. Notwithstanding the foregoing, and ethanol production resulting fromADVANCED BIOENERGY’s direct or indirect ownership or operation of other ethanolfacilities shall not be subject to this Agreement.

**2.**             PlantConstruction/Ethanol Specifications. That ADVANCED BIOENERGY promises and agrees to proceed, with duediligence, toward the planning, financing and construction of a facility forthe production of fuel grade ethanol with a capacity of approximately 100million gallons per year, which fuel grade ethanol will be at least 200 proof(denatured), and conform to the specifications described in A.S.T.M. 4806 andsuch other specifications that may be, from time-to-time, promulgated by theindustry for E-Grade denatured fuel ethanol. ADVANCED BIOENERGY contemplates that said facility is anticipated to bein production by August, 2007, and will make every good faith effort to beginproduction by that time.

**3.**             Railand Truck Loading Facilities.  Thatthe facility to be constructed and operated by ADVANCED BIOENERGY, asaforesaid, shall include reasonable and convenient railcar and tank truckaccess at the facility of a size and design appropriate to handle production ofapproximately 100 million gallons of ethanol per year.  All such railcar and tank truck loading facilitiesshall meet all industry and governmental safety standards and shall be capableof delivering an average of 1,800 gallons of product per minute to railcarsand/or tank trucks.  ADVANCED BIOENERGYwill be solely responsible for all demurrage charges for railcars in servicefor its use.  ADVANCED BIOENERGY shallprovide personnel reasonably needed to load trucks or rail cars at its facilityin a timely manner.  Demurrage charged totrucks or railcars resulting from operations beyond the control of ADVANCEDBIOENERGY and incurred off-site will not be charged directly to ADVANCEDBIOENERGY.

**4.****            **StorageCapacity.  That the facility to beconstructed and operated by ADVANCED BIOENERGY as aforesaid shall havesufficient storage capacity for not less than 12 days ethanol production.

**5.**             BestEfforts to Market.  That sinceRENEWABLE PRODUCTS shall have the exclusive right to market all the fuel gradeethanol produced by ADVANCED BIOENERGY at this facility during the term of thisagreement, RENEWABLE PRODUCTS promises and agrees to use its best good faithefforts to market all such fuel grade ethanol; provided, however, thatRENEWABLE PRODUCTS’ obligation hereunder shall be excused in case of fire,flood, other natural calamity, labor dispute or any adverse governmentalstatute, regulations or decree (including any court order or decree) directlyaffecting RENEWABLE PRODUCTS ability to market products.

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**6.**             Riskof Loss.  RENEWABLE PRODUCTS will beresponsible for the marketing (subject to the terms of this agreement) of allsuch fuel grade ethanol produced by ADVANCED BIOENERGY as described in Section1, from the time the common carrier accepts responsibility for the product atADVANCED BIOENERGY’ s facility in either a railcar and/or tank truck.  In addition, RENEWABLE PRODUCTS shall bearthe risk of loss for all such product that has been accepted for shipment bythe common carrier.

**7.**             SpecificMarketing Tasks.  RENEWABLE PRODUCTSshall be totally responsible for the marketing, sale and delivery of all theproduction from ADVANCED BIOENERGY’ s facility during the term of thisagreement, including, but not limited to:

·      Obtaining sufficientrailcar, tank trucks and other transport as may be needed to handle saidproduction;

·      Negotiating the rates andtariffs to be charged for delivery of such production to the customer;

·      Promoting and advertisingthe sale of fuel grade ethanol as appropriate;

·      Ascertaining that suchproduction is delivered where contracted and intended;

·      Handling all purchaseagreements with consumers and any complaints in connection therewith; and

·      Collectingall accounts and undertaking any legal collection procedures as may benecessary.

**8.**             Negotiationof Ethanol Price.  That RENEWABLEPRODUCTS will use its best efforts to obtain the best price for all fuel gradeethanol sold by it pursuant to the terms of this agreement.

**9.**             Compensation/Pooling.  Notwithstanding that ADVANCED BIOENERGY isnot currently a member of RENEWABLE PRODUCTS, at the direction of ADVANCEDBIOENERGY, RENEWABLE PRODUCTS will market the ethanol production of ADVANCEDBIOENERGY under the pooling arrangement maintained by the members of RENEWABLEPRODUCTS.  Under such poolingarrangement, ADVANCED BIOENERGY will pay RENEWABLE PRODUCTS **[*]**.

a)             TheActual Pooled Netback Ethanol Selling Price for Ethanol Sold to RENEWABLEPRODUCTS by ADVANCED BIOENERGY.

(i)            TheActual Pooled Netback Ethanol Selling Price. The Actual Pooled Netback Ethanol Selling Price cannot be determinedbefore ADVANCED BIOENERGY sells ethanol to RENEWABLE PRODUCTS under thisAgreement, because the Actual Pooled Netback Ethanol Selling Price is basedupon the estimated delivery price and estimated distribution expense for theethanol supplied by each pool participant. Because of that, RENEWABLE PRODUCTS will establish an estimateddelivered price and estimated distribution expense for ADVANCED BIOENERGY’Sethanol for each month during the term of this Agreement, in order to establishan estimated delivered price and estimated distribution expense for ADVANCED BIOENERGY’Sethanol which will be sold and marketed by RENEWABLE PRODUCTS.  RENEWABLE PRODUCTS shall reconcile theestimates with actual selling prices and distribution expenses as provided insubparagraph (iii) below.

(ii)           Invoicesand Payments Between ADVANCED BIOENERGY and RENEWABLE PRODUCTS.  ADVANCED BIOENERGY will invoice RENEWABLEPRODUCTS, upon shipment, at the applicable Estimated Pooled Netback EthanolSelling Price for all ethanol sold to RENEWABLE PRODUCTS by ADVANCED BIOENERGYunder this Agreement.  RENEWABLE PRODUCTSwill pay ADVANCED BIOENERGY for all such

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**[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEENOMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HASBEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.**

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ethanol within 10 business days from the date ofdelivery, with delivery occurring at the time the common carrier takespossession of the ethanol.

(ii)           Calculationof Actual Selling Prices At Month End. At the end of each month, promptly after the information necessary tocalculate the Actual Pooled Netback Ethanol Selling Price becomes available,RENEWABLE PRODUCTS will calculate the Actual Pooled Netback Ethanol SellingPrice for the preceding month.  RENEWABLEPRODUCTS will provide that Actual Pooled Netback Ethanol Selling Price toADVANCED BIOENERGY, along with a summary of the calculations used by RENEWABLEPRODUCTS to arrive at the Actual Pooled Netback Ethanol Selling Price.

(iii)          Reconciliationof Estimated Selling Prices and Actual Selling Prices After Each Month.  By the 10th day of the following monthRENEWABLE PRODUCTS provides ADVANCED BIOENERGY with the Actual Pooled NetbackEthanol Selling Price for the preceding month, the parties will reconcile thedifference between the Estimated Pooled Netback Ethanol Selling Price and theActual Pooled Netback Ethanol Selling Price for the preceding month.  If the Estimated Pooled Netback EthanolSelling Price exceeded the Actual Pooled Netback Ethanol Selling Price, then ADVANCEDBIOENERGY will refund to RENEWABLE PRODUCTS the overpayments that it previouslyreceived from RENEWABLE PRODUCTS, within two (2) days after the completion ofthis actual and estimated selling price reconciliation.  In lieu of ADVANCED BIOENERGY directlyrefunding any amounts to RENEWABLE PRODUCTS by separate payment, and RENEWABLEPRODUCTS directly refunding any amounts to ADVANCED BIOENERGY by separatepayment, under this Section 9, the parties may offset the required amounts ontheir next respective monthly payments.

On the other hand, if the Estimated Pooled Netback Ethanol SellingPrice was less than the Actual Pooled Netback Ethanol Selling Price, thenRENEWABLE PRODUCTS will pay ADVANCED BIOENERGY the additional amounts owed toADVANCED BIOENERGY, within two (2) days after the completion of this actual andestimated selling price reconciliation.

(c)           MostFavorable Terms.  If RENEWABLE PRODUCTSenters into any ethanol marketing agreement with any current or future ethanolpool participant, RENEWABLE PRODUCTS shall provide to ADVANCED BIOENERGY a copyof such agreement and ADVANCED BIOENERGY shall have the opportunity to receivethe same rights and benefits conferred under such other agreement.

**10.**          AccountsReceivable/Rail Car Leases/Termination of Contract.  It will be the responsibility of RENEWABLEPRODUCTS to do all billing in regard to the sale of ethanol, to collect allreceivables and to be responsible for any bad accounts.  RENEWABLE PRODUCTS shall make payment toADVANCED BIOENERGY within 10 days after taking delivery of product into commoncarrier truck or into railcar.  All risksassociated with accounts receivables shall be borne by RENEWABLE PRODUCTS.  RENEWABLE PRODUCTS will lease approximately225 railcars to be used by ADVANCED BIOENERGY. A separate payment for leased railcars is not applicable as ADVANCEDBIOENERGY’s production of fuel grade is part of the RENEWABLE PRODUCTSmarketing pool.  If this contract isterminated, by non-renewal or otherwise, the lease for the rail cars leased byRENEWABLE PRODUCTS for the transport of ADVANCED BIOENERGY’s ethanol will beassigned to ADVANCED BIOENERGY, who will be obligated to the terms andconditions of said lease.  RENEWABLEPRODUCTS shall provide ADVANCED BIOENERGY the opportunity to review and approveof the terms and conditions of any such rail car lease before RENEWABLEPRODUCTS first executes the same.  Theparties understand that the assignment of the lease is subject to the approvalof the lessor of the rail cars.

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**11.**          No“Take or Pay.” The parties agree that this is not a “take or pay contract”and that RENEWABLE PRODUCTS’ liability is limited to ethanol passing custody atADVANCED BIOENERGY’s facility.

**12.**          Term.  The term of this agreement shall commence onthe first day of the month that ADVANCED BIOENERGY initially ships ethanol andshall continue for a period of at least 12 months, but will terminate at theend of the first traditional ethanol marketing contract period; end of March orend of September which ever occurs first after the 12 month period.  This Agreement shall be automaticallyextended for an additional one (1) year term following the end of the initialterm unless either party gives written notice of non-extension not less thanninety (90) days before the end of the current expiration date.

**13.**          Licensesand Permits.  At all times from thecommencement of this contract, ADVANCED BIOENERGY will have all of the licensesand permits necessary to operate its production facilities and RENEWABLEPRODUCTS has and will have at all times during the term of this Agreement, allof the licenses and permits necessary to perform its obligations under thisAgreement.

**14.**          ExpectedVolume.  During the term of thisagreement, or any renewals thereof, ADVANCED BIOENERGY agrees to have RENEWABLEPRODUCTS market all of the ethanol produced by ADVANCED BIOENERGY it at itsproduction facility as stated in Section 1. The average monthly volume of ethanol produced by ADVANCED BIOENERGY isestimated to be approximately 8,333,333 gallons.

**15.**          Estimated12-Month Volume.  As of the effectivedate of this agreement, ADVANCED BIOENERGY will provide RENEWABLE PRODUCTS withADVANCED BIOENERGY’s best estimate of its anticipated monthly ethanolproduction for the next twelve (12) months, to assist RENEWABLE PRODUCTS indeveloping appropriate marketing strategies for the ethanol to be produced byADVANCED BIOENERGY.

**16.**          UpdatedMonthly Volume Estimates.  On orbefore the first day of each month, ADVANCED BIOENERGY will provide RENEWABLEPRODUCTS with its updated best estimate of ADVANCED BIOENERGY’s anticipatedmonthly ethanol production for the next twelve (12) months, so that RENEWABLEPRODUCTS will have ethanol production estimates from ADVANCED BIOENERGY twelve(12) months into the future during the entire time that this agreement is ineffect.

**17.**          Goodand Marketable Title.  ADVANCEDBIOENERGY represents that it will have good and marketable title to all of theethanol marketed for it by RENEWABLE PRODUCTS and that said ethanol will befree and clear of all liens and encumbrances.

**18.**          Establishmentof Price and Other Sale Terms.  WhenRENEWABLE PRODUCTS sells the ethanol marketed pursuant to the terms of thisagreement to its customers, the parties understand and agree that the ethanolsales prices and all other terms and conditions of ethanol sales to customersunder this agreement will be established by RENEWABLE PRODUCTS.  RENEWABLE PRODUCTS may make these decisions,without the need of obtaining consent from ADVANCED BIOENERGY.  Notwithstanding the foregoing, RENEWABLEPRODUCTS agrees to use its best efforts to communicate with ADVANCED BIOENERGYthe terms and conditions of ethanol sales.

**19.**          IndependentContractor.  Nothing contained inthis agreement will make RENEWABLE PRODUCTS the agent of ADVANCED BIOENERGY forany purpose whatsoever.  RENEWABLEPRODUCTS and its employees shall be deemed to be independent contractors, withfull control over the manner and method of performance of the services theywill be providing on behalf of ADVANCED BIOENERGY under this agreement.

**20.**          SeparateEntities.  The parties hereto areseparate entities and nothing in this agreement or otherwise shall be construedto create any rights or liabilities of either party to this agreement withregard to any rights, privileges, duties or liabilities of any other party tothis agreement.

**21.**          WorkingRelationship.  Because the partieshereto have not done business together in the past in the manner described inthis agreement, they have not yet attempted to develop efficient and effectiveprocedures

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related to ordering,delivering ethanol and shipping ethanol and, therefore, agree to work togetherpromptly and in good faith to develop effective and efficient policies andprocedures to cover these matters.

**22.**          EthanolShortage/Open Market Purchase.  IfADVANCED BIOENERGY is unable to deliver its estimated monthly ethanolproduction and if as a consequence of the non-delivery and in order to meet itssale obligation to third parties, RENEWABLE PRODUCTS may purchase ethanol inthe market place to meet its delivery obligations.  RENEWABLE PRODUCTS shall purchase ethanol inthe market place at such reasonable price and in such reasonable quantity as isrequired to meet its delivery obligations; provided, however, that prior tomaking such purchases, RENEWABLE PRODUCTS shall communicate the terms andconditions of such purchases to ADVANCED BIOENERGY and shall obtain the consentof ADVANCED BIOENERGY to such purchases which consent shall not be unreasonablywithheld.  If it does so, and as a resultthereof incurs a financial loss, ADVANCED BIOENERGY will reimburse RENEWABLEPRODUCTS for any such loss.  Under suchcircumstances, if RENEWABLE PRODUCTS realizes a financial gain, it will paysuch gain to ADVANCED BIOENERGY.

**23.**          Testingof Samples.  At the request ofRENEWABLE PRODUCTS, ADVANCED BIOENERGY agrees to provide RENEWABLE PRODUCTSwith samples of its ethanol produced at its production facility so that it maybe tested for product quality on a regular basis.

**24.**          Insurance.  During the entire term of this agreement,ADVANCED BIOENERGY will maintain insurance coverage that is standard, in thereasonable opinion of RENEWABLE PRODUCTS, for a company of its type and sizethat is engaged in the production and selling of ethanol.  At a minimum, ADVANCED BIOENERGY’s insurancecoverage must include:

a.             Comprehensivegeneral product and public liability insurance, naming RENEWABLE PRODUCTS as anadditional named insured, with liability limits of at least $5 million in theaggregate.

b.             Propertyand casualty insurance adequately insuring its production facilities and itsother assets against theft, damage and destruction on a replacement cost basis.

c.             RENEWABLEPRODUCTS as a named insured under the comprehensive general product and publicliability insurance policy and the property and casualty insurance policy.

d.             Workers’compensation insurance to the extent required by law.

ADVANCED BIOENERGYwill not change its insurance coverage during the term of this agreement,except to increase it or enhance it, without the prior written consent ofRENEWABLE PRODUCTS.

**25.**          Indemnificationsand Hold Harmless-- ADVANCED BIOENERGY. If a third party makes a claim against RENEWABLE PRODUCTS or any personor organization related to it as the result of the actions or omissions ofADVANCED BIOENERGY or any person or organization related to ADVANCED BIOENERGYincluding, but not limited to, claims relating to the quality of ethanolproduced by ADVANCED BIOENERGY, then ADVANCED BIOENERGY agrees to indemnifyRENEWABLE PRODUCTS and its related persons and organizations and to hold themharmless from any liabilities, damages, costs and/or expenses, including costsof litigation and reasonable attorneys fees which they incur as a result of anyclaims, arising solely from the marketing of ADVANCED BIOENERGY’s ethanol underthis Agreement, made against them by third parties.

**26.**          Indemnificationsand Hold Harmless—RENEWABLE PRODUCTS. The indemnification obligations of the parties under this agreement willbe mutual and RENEWABLE PRODUCTS, therefore, makes the same commitment toindemnify ADVANCED BIOENERGY and its related persons or organizations thatADVANCED BIOENERGY has made to RENEWABLE PRODUCTS in the preceding paragraph.

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**27.**          Survivalof Terms/Dispute Resolution.  Allrepresentations, warranties and agreements made in connection with thisagreement will survive the termination of this agreement.  The parties will, therefore, be able topursue claims related to those representations, warranties and agreements afterthe termination of this agreement, unless those claims are barred by theapplicable statute of limitations. Similarly, any claims that the parties have against each other thatarise out of actions -or omissions that take place while this agreement is ineffect will survive the termination of this agreement.  This means that the parties may pursue thoseclaims even after the termination of this agreement, unless applicable statutesof limitation bar those claims.  Theparties agree that, should a dispute between them arise in connection with thisagreement, the parties will complete, in good faith, a mediation session priorto the filing of any action in any court. Such mediation session shall occur at a place that is mutuallyagreeable, and shall be conducted by a mediator to be selected by mutual agreementof the parties.

**28.**          Choiceof Law.  The parties agree that thisagreement will be governed by, interpreted under and enforced in accordancewith Minnesota law.

**29.**          Assignment.  Neither party may assign its rights orobligations under this agreement without the written consent of the otherparty, which consent will not be unreasonably withheld.  Notwithstanding the foregoing, RENEWABLEPRODUCTS consents to any collateral assignment of this Agreement by ADVANCED BIOENERGYto a lender in connection with ADVANCED BIOENERGY securing the debt financingnecessary to fund construction and startup operations of the plant.

**30.**          EntireAgreement.  This Agreementconstitutes the entire agreement between the parties covering everything agreedupon or understood in the transaction. There are no oral promises, conditions, representations, understandings,interpretations, or terms of any kind as conditions or inducements to theexecution hereof or in effect between Buyer and Seller, except as expressed inthis Agreement.  No change or additionshall be made to this Agreement except by a written document signed by allparties hereto.

**31.**          Executionof Counterparts.  This Agreement maybe executed by the parties on any number of separate counterparts, and by eachparty on separate counterparts, each of such counterparts being deemed by theparties to be an original instrument; and all of such counterparts, takentogether, shall be deemed to constitute one and the same instrument.

**32.**          DuplicateCounterpart Includes Facsimile.  Theparties specifically agree and acknowledge that a duplicate hereof shallinclude, but not be limited to, a counterpart produced by virtue of a facsimile(“fax”) machine.

**33.**          BindingEffect.  This Agreement shall bebinding upon and shall inure to the benefit of, the parties hereto and thererespective heirs, personal representatives, successors and assigns.

**34.**          Termination.  The agreement may be terminated if eitherparty engages in an uncured breach. After receiving written notice, the breaching party will have 30 days tocure the breach.  If the breaching partydoes not cure the breach in the required time, the agreement will terminate 30days later.

(a)           Terminationfor 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 intentional misconduct

(b)           Terminationfor 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 market and distribute the ethanol asrequired by this Agreement.

If the breach does involve a failure to market anddistribute the ethanol as required by this Agreement, then the breaching partywill have five (5) days after receiving the written notice to cure the

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breach.  If the breaching party does not cure anybreach within the applicable cure period, then the non-breaching party willhave the right to terminate this Agreement immediately.

 

(c)           Terminationby Mutual Written Agreement.  ThisAgreement may also be terminated upon any terms and under any conditions whichare mutually agreed upon in writing by the parties.

35.           ConfidentialInformation.  The parties acknowledgethat they will be exchanging information about their businesses under thisAgreement which is confidential and proprietary, and the parties agree to handlethat confidential and proprietary information in the manner described in thisSection 36.

(a)           *Definition of Confidential Information*.  For purposes of this Agreement, the term “ConfidentialInformation” means information related to the business operations of ADVANCEDBIOENERGY or RENEWABLE PRODUCTS, that meets all of the following criteria:

(i)            Theinformation must not be generally known to the public, and must not be a partof the public domain.

(ii)           Theinformation must belong to the party claiming it is confidential, and must bein that party’s possession.

(iii)          Thedisclosure of the information to third parties must be likely to result inadverse consequences to the party claiming it is confidential.

(iv)          Theinformation must have been safeguarded and protected by the party claiming itis confidential by measures that were reasonable under the circumstances beforethe information was disclosed to the other party.

(v)           Writteninformation must be clearly designated in writing as “Confidential Information”by the party claiming it is confidential before it is disclosed to the otherparty, except that all information about costs and prices will always beconsidered Confidential Information under this Agreement, without the need forspecifically designating it as such.

(vi)          VerbalConfidential Information which is disclosed to the other party must besummarized in writing, designated in writing as “Confidential Information,” andtransmitted to 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 anyConfidential Information that it obtains about the other party for any purpose,other than to perform its obligations under this Agreement.

(c)           *The Duty not to Disclose Confidential Information*.  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.  Notwithstanding the foregoing, if a party oranyone to whom such party transmits Confidential Information in accordance withthis Agreement is requested or required (by deposition, interrogatories,requests for information or documents in legal proceedings, subpoenas, civilinvestigative demand or similar process, SEC filings or administrativeproceedings) in connection with any proceeding, to disclose any ConfidentialInformation, such party will give the disclosing party prompt written notice ofsuch request or requirement so that the disclosing party may seek anappropriate protective order or other remedy and/or waive compliance with theprovisions of this Agreement, and the receiving party will cooperate with thedisclosing party to obtain such protective order.  The fees and costs of obtaining suchprotective order, including payment of reasonable attorney’s fees, shall bepaid for by the disclosing party.  Ifsuch protective order or other remedy is not obtained or the disclosing partywaives compliance with the relevant provisions of this Agreement, the receivingparty (or such other persons to whom such request is directed)

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will furnish only that portion of the Confidential Information which inthe opinion of legal counsel, is legally required to be disclosed, and upon thedisclosing party’s request, use commercially reasonable efforts to obtainassurances that the confidential treatment will be accorded to suchinformation.  This will be the case bothwhile this Agreement is in effect and for a period of five (5) years after ithas been terminated.

(d)           *The Duty to Notify the Other Party in Cases ofImproper Use or Disclosure*. Each party agrees to immediately notify the other party if either partybecomes aware of any improper use of or any improper disclosure of theConfidential Information of the other party at any time while this Agreement isin effect, and for a period of five (5) years after it has been terminated.

(e)           *Protection of the Confidential Information*. Each party agrees to develop effectiveprocedures for protecting the Confidential Information that it obtains from theother party, and to implement those procedures with the same degree of carethat it uses in protecting its own Confidential Information.

(f)            *Return of the Confidential Information*.  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.”

(g)           Disclosurein SEC Filings.  Notwithstanding anyother provision contained in this agreement, RENEWABLE PRODUCTS acknowledgesand agrees that the disclosure of this agreement and the transactionscontemplated hereby by ADVANCED BIOENERGY (i) on a Form 8-K or other reportfiled with the Securities and Exchange Commission at any time after the datehereof, or (ii) in a customary press release or on a customary analystcall, will not be violation of this Section 35. ADVANCED BIOENERGY will cooperate with any reasonable requests ofRENEWABLE PRODUCTS to request confidential treatment concerningsensitive/confidential items.

**36.**          Notices.  Any notice or other communication required orpermitted hereunder shall be in writing and shall be considered delivered inall respects when it has been delivered by hand or mailed by first class mailpostage prepaid, addressed as follows:

TO:         RENEWABLEPRODUCTS MARKETING GROUP, L.L.C.809 East Main StreetSuite 2Belle Plaine, MN 56011

TO:         ADVANCEDBIOENERGY, LLC10201 Wayzata Blvd.Suite # 250Minnetonka, MN 55305

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**IN WITNESS WHEREOF,**the parties hereto have set their hands the day and year first written above.
|            | **RENEWABLE  PRODUCTS MARKETING GROUP, LLC** |
|------------|----------------------------------------------|
| ** ** | ** **                                   |
| ** ** | ** **                                   |
|       | By                                           | [illegible] |
|       | Its                                          | CEO |
|       |                                         |
| ** ** | ** **                                   |
| ** ** | **ADVANCED  BIOENERGY, LLC**                 |
| ** ** | ** **                                   |
| ** ** | ** **                                   |
|       | By                                           | /s/ Donald Gales |
|       | Its:                                         | President |

 

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