CONSULTING
      AGREEMENT

    


    THIS
      CONSULTING AGREEMENT
      (the
“Agreement”) is made as of the 28th
      day of
February,
      2007
      (the “Effective Date”) between Third Inning Solutions, Inc., an Iowa corporation
      (the “Consultant”), and Southern
      Iowa BioEnergy,
      an Iowa
      Limited Liability Company (the “Client”). 

     

    W
      I T N E S S E T H :

    


    WHEREAS,
      Client
      intends to develop, finance, start-up and construct a 30 million gallon per
      year
      biodiesel manufacturing facility plant in southern Iowa (the “Project”), as more
      specifically defined on EXHIBIT
      A
      attached
      hereto and by this reference incorporated herein; and, 

    


    WHEREAS,
      Client
      desires to engage Consultant to provide project coordination, consulting and
      advice concerning the development, financing, start-up and construction of
      the
      Plant pursuant to the terms set forth herein.

    


    NOW,
      THEREFORE, for
      good
      and valuable consideration, the parties agree as follows:

    


    1. 
Engagement;
      Term.
      Client
      hereby engages Consultant as a consultant and advisor in connection with the
      development, financing, start-up and construction of the Project; and Consultant
      hereby accepts such engagement, upon the terms and conditions hereinafter set
      forth. The term of Consultant’s engagement shall commence as of the Effective
      Date, and unless sooner terminated by either party as provided in Section three
      (3) below, shall continue in full force and effect until construction of the
      Project is substantially complete (or such other term as may be used therein)
      within the meaning of the construction agreement relating to the Project.


    


    	2.          
              	
            Duties.
              During the term of this Agreement, Consultant shall devote commercially
              reasonable efforts to providing project coordination, consulting and
              advisory services to Client in connection with the development, financing,
              start-up and construction of the Project, including, without
              limitation:

          


    


    	a.  
              	
            Analyze
              equity and debt goals; assist with debt and equity financing structure
              and
              revisions thereto, if necessary;

          


    


    	b.  
              	
            Serve
              as project lead coordinator to secure build commitments from the various
              professional disciplines comprising the design team;
              

          


    


    	c.  
              	
            Assist
              with review and analysis of all written proposals for debt financing;
              assist client with review and approval of debt commitments; assistance
              with senior loan closing;

          


    


    	d.  
              	
            Assist
              with oversight and monitoring of construction team, including, but
              not
              limited to, the oversight, monitoring and analysis of draw requests,
              change order requests, etc.;

          


    


    	e.  
              	
            Assist
              Client in establishing relationships and negotiating contracts with
              various product and service providers, including, without limitation,
              procurement agents, risk managers and marketing companies,
              etc;

          


    


    	f.  
              	
            Assist
              client in finalizing Client’s equity marketing effort;
              

          


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    Notwithstanding
      any provision herein to the contrary, Consultant covenants and agrees that
      neither Consultant nor its officers, directors or employees shall solicit or
      accept an offer to buy or sell any securities of or on behalf of Client or
      engage in any activity on behalf of Client that would be in violation of any
      federal or state securities law or regulations. FURTHERMORE,
      NEITHER CONSULTANT NOR ITS OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE RESPONSIBLE
      FOR RENDERING OR SHALL RENDER LEGAL, SECURITIES OR TAX ADVICE TO
      CLIENT.

    


    CONSULTANT
      HAS ADVISED CLIENT AND CLIENT ACKNOWLEDGES THAT IT HAS RECEIVED ADVICE FROM
      THE
      CONSULTANT TO SEEK THE ADVICE OF INDEPENDENT COUNSEL REGARDING ENTERING INTO
      THIS AGREEMENT; CONSULTANT IS NOT BEING PAID IN ANY MANNER TO PROVIDE ANY LEGAL
      ADVICE HEREUNDER; CLIENT ACKNOWLEDGES IT HAS HAD THE OPPORTUNITY TO SEEK THE
      ADVICE OF INDEPENDENT COUNSEL; AND THE PARTIES HAVE RECEIVED NO LEGAL ADVICE
      FROM CONSULTANT.

    


    3. 
Termination.
      Notwithstanding any other provision herein to the contrary, either party shall
      have the right, but not the obligation, to immediately terminate this Agreement
      for “cause”, which shall mean and be limited to the following: 

    


    a. Either
      party shall have cause to terminate this Agreement in the event the other party
      hereto commits a material breach of any material covenant, term or condition
      contained herein and such material breach continues for a period of Sixty (60)
      days from the date of the breaching party’s receipt of written notice from the
      non-breaching party specifically identifying the alleged material
      breach.

    


    b. Either
      party shall have cause to terminate this Agreement in the event of an act or
      omission by the other party hereto constituting fraud, gross negligence, willful
      misconduct, or knowing violation of the law with respect to the transactions
      that are the subject matter of this Agreement.

    


    c. Either
      party shall have cause to terminate this Agreement in the event any of the
      following occurs with respect to the other party hereto: (i) such party becomes
      insolvent; (ii) such party files a voluntary
      termination of its business operations; (iii) such party files a voluntary
      petition to effect a plan or other arrangement with, or makes an assignment
      for
      the benefit of, its creditors; (iv) such party files
      an
      answer admitting jurisdiction and the material allegations of an involuntary
      petition filed under the Bankruptcy Code, as amended, or is adjudicated
      bankrupt; (v) such party applies for or consents to the appointment of a
      receiver, liquidator or trustee of all or part of its property
      or
      assets; (vi) an
      order
      is entered approving an involuntary petition to reorganize such party or to
      effect a plan or other arrangement with its creditors;
      or
      (vii) upon the institution of any liquidation or dissolution proceedings by
      or
      against such party, or any other proceedings seeking the dissolution or winding
      up of its business.

     

    d. Consultant
      shall have cause to terminate this Agreement in the event: (i) Client fails
      to
      make any payment due hereunder within Ten (10) days of the date such payment
      is
      due; (ii) construction financing for the Project has not been obtained within
      Twenty-four (24) months of the Effective Date; (iii) Client at any times ceases
      using its good faith best efforts to complete the Project on a timely basis;
      or
      (iv) Client engages in a single transaction or series of transactions, the
      result of which is the sale, lease, transfer, conveyance or other disposition
      of
      all or substantially all of the assets of Client to any person or entity or
      the
      merger or consolidation of Client with or into any other entity. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    e. Client
      shall have cause to terminate this Agreement upon Sixty (60) days notice in
      the
      event Client, despite its best efforts determines that it will be unable to
      obtain the senior loan financing or substantially complete the construction
      as
      respectively described in Sections 4.a(ii) and (iii) below. 

     

    The
      termination of this Agreement shall not affect either party’s right to any
      payments accruing hereunder prior to the effective date of such termination,
      nor
      shall it affect any right or obligation of either party relating to
      confidentiality, indemnification or insurance, all of which shall survive such
      termination.

    


    4. 
Consulting
      Fees and Bonuses.
      Client
      shall pay Consultant a consulting fee equal to One and One-half Percent (1.5%)
      of the total construction and development cost. The payment under Section Four
      (4) hereunder shall not exceed the $1.50 per gallon cost estimate for
      construction and development unless Client opts to build a larger facility.
      The
      fees hereunder shall be paid as follows: 

    


    a. Client
      shall pay Consultant the consulting fee as follows: 

    


    	(i)   
              	
            $50,000,
              payable upon execution of this Agreement;


          


    	(ii)  
              	
            $325,000,
              payable at
              the time, and only if, Client executes Senior Loan financing documents
              enabling the groundbreaking for the Project; and
              

          


    	(iii)  
             	
            $300,000,
              payable at
              the time, and only if, construction
              of the Project is substantially complete (or such other term as may
              be
              used therein) within the meaning of the construction agreement relating
              to
              the Project.

          


     

    In
      the
      event Client
      terminates this Agreement at any time “for cause,” Consultant terminates this
      Agreement at any time other than “for cause” as defined in Sectionsv3(a-d)above,
      Client shall be under no obligation to pay any portion of the consulting fee,
      except for any payments, to be prorated, accruing hereunder prior to the
      effective date of such termination. 

    


    The
      entire consulting fee described in Section 4(a) and (b) shall be immediately
      due
      and payable to Consultant in the event Client terminates this Agreement for
      reasons that are not “for cause” or if Consultant terminates this Agreement “for
      cause” as defined in Sections 3(a-d) above. 

    


    5. 
Expense
      Reimbursement.
      In
      addition to the consulting fees described in Section 4 above, Consultant will
      be
      entitled to reimbursement of all
      reasonable, ordinary and necessary expenses incurred by Consultant in the
      performance of its duties hereunder;
      provided, however, that any expense in excess of One Thousand Dollars ($1,000)
      or any weekly expenses in excess of Two Thousand Dollars ($2,000), shall be
      subject to prior approval by Client. Such reimbursable expenses include, but
      are
      not limited to, the following:

    


    	(i)  
              	
            Any
              applicable federal, state or local filing
              fees;

          


    	(ii)  
             	
            Any
              legal, accounting or other professional service expenses paid by
              Consultant on behalf of the Client or for the benefit of the
              Client;

          


    	(iii)
              	
            Any
              reasonable and necessary travel expenses incurred for the benefit of
              the
              Client. Travel expenses may include air, rail or bus expense, as the
              situation may deem reasonable, or if travel is done by car, reimbursement
              for auto rental expenses or mileage at the standard mileage rate. Travel
              expenses do not include normal commuting to and from the office on
              a daily
              basis; 

          


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    	(iv)  	
            Any
              specialty printing, binding or other document reproduction cost,
              specifically excluding normal office/computer
              printing;

          


    	(v)
              	
            Any
              long distance telephone and/or facsimile charges that are directly
              attributable to Client.

          


    


    Consultant
      shall provide to Client within Ten (10) days of the end of each calendar month,
      an itemized listing of any reimbursable expenses incurred on behalf of the
      Client and receipts therefore, and such expenses shall be reimbursed to
      Consultant within Ten (10) days of Client’s receipt of such
      materials.

    


    6. 
Insurance.
      From
      and after the Effective Date and continuing throughout the term of this
      Agreement, Client and Consultant shall each, at its sole cost and expense,
      carry
      and maintain in full force and effect: (i) workers’ compensation and employers’
liability insurance in the minimum amounts required by law; (ii) Comprehensive
      General Liability Insurance in
      the
      minimum amount of One Million Dollars ($1,000,000.00) combined single limit
      for
      injury to persons or property; and (iii) business automobile liability insurance
      covering owned, non-owned and hired vehicles in the minimum amount of One
      Million Dollars ($1,000,000.00) combined single limit. Such policies shall
      be
      written by companies reasonably acceptable to other party, name the other party
      as an additional insured party (other than the workers’ compensation/employers’
liability insurance), and shall not be subject to cancellation or any material
      change except after Thirty (30) days’ prior written notice to the other party.
As
      of or
      prior to the Effective Date, and from time to time throughout the term of this
      Agreement upon the other party’s request, each party shall deliver to the other
      party certificates of insurance evidencing the coverages required by this
      Section.

    


    7. 
Indemnification.
      

    


    a. Consultant
      shall defend, indemnify and hold harmless Client and its affiliates’ officers,
      directors, shareholders, employees and agents from and against any and all
      claims, suits, demands, losses, liabilities, costs, damages and expenses,
      including attorneys’ fees and court costs, suffered or incurred by any such
      party arising from or relating to: (i) the material breach of any warranty,
      representation, term, covenant or condition by Consultant under this Agreement;
      and (ii) Consultant’s fraud, gross negligence, willful misconduct, or knowing
      violation of the law in the performance of its obligations under this
      Agreement.

    


    b. 
      Client
      shall defend, indemnify and hold harmless Consultant and its affiliates’
officers, directors, shareholders, employees and agents from and against any
      and
      all claims, suits, demands, losses, liabilities, costs, damages and expenses,
      including attorneys’ fees and court costs, suffered or incurred by any such
      party arising from or relating to: (i) the material breach of any warranty,
      representation, term, covenant or condition by Client under this Agreement;
      and
      (ii) any claim brought against Consultant by reason of Consultant’s performance
      of its duties under this Agreement, except for any such claim arising from
      Consultant’s fraud, gross negligence, willful misconduct, or knowing violation
      of the law in the performance of its obligations under this Agreement.


     

    In
      any
      instance where either party is entitled to claim indemnity under the provisions
      of this Section, such party shall provide reasonable notice to the indemnifying
      party that a claim has been made or a lawsuit has been filed and of its demand
      to defend. If the indemnifying party fails to provide a reasonable and timely
      defense as contemplated herein, the party entitled to indemnification may
      undertake its own defense and hold the indemnifying party responsible for the
      costs and results thereof.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    8. 
Standard
      of Care; No Assurance of Success.
      Consultant covenants and agrees that Consultant will provide the consulting
      services described herein in good faith, in a commercially reasonable manner,
      and with the care and diligence of a reasonably prudent consultant providing
      similar services to a similarly situated client. Except as expressly provided
      in
      the preceding sentence, consultant makes no warranties or representations of
      any
      kind or nature, express or implied, relating to consultant’s services hereunder.
      Consultant specifically disclaims all such warranties or representations,
      including without limitation, any warranty or representation regarding client’s
      ability to raise the necessary equity, obtain the necessary financing, complete
      the project, or operate the project profitably. 

    


    9. 
Limitation
      of Liability.
      Notwithstanding any provision in this Agreement to the contrary, the parties
      acknowledge and agree that Consultant’s total liability for any breach of this
      Agreement shall be limited to the amount of consulting fees actually paid by
      Client and received by Consultant pursuant to Section three (3) above.
      Furthermore, and not in limitation thereof, in no case shall Consultant be
      liable to any party for any special, indirect, incidental, consequential or
      other damages, with respect to any services performed by Consultant hereunder.
      

    


    10. 
Confidentiality.
      The
      parties hereto may, in the course of performing their obligations hereunder,
      be
      provided with or otherwise receive or have access to certain “Confidential
      Information” (as hereafter defined) of or relating to the other party hereto.
      Both parties acknowledge and agree that such Confidential Information of the
      other party is sensitive and proprietary in nature, and its disclosure would
      cause irreparable harm to the other party. Consequently, the parties shall
      utilize such Confidential Information solely for the purpose of their duties
      and
      obligations hereunder. Additionally, the parties covenant and agree, at all
      times during the term of this Agreement and for a period of Three (3) years
      thereafter, to treat such Confidential Information of the other party as
      strictly confidential and sensitive proprietary business information, and to
      maintain policies and procedures designed to ensure the confidentiality and
      safekeeping thereof. The parties shall not, unless compelled by legal process,
      except with other party’s prior written consent, disclose or permit the
      disclosure of any Confidential Information of such other party to any person
      or
      entity other than their respective employees responsible for performing their
      obligations hereunder, each of which will be bound by the confidentiality
      provisions of this Section. The parties further acknowledge and agree that
      any
      breach, attempted breach or repudiation by either party of the confidentiality
      requirements set forth in this Section would produce irreparable harm and injury
      to the other party and, therefore, specific performance and/or injunctive
      relief, in addition to any other remedies available under this Agreement, at
      law
      or in equity, shall be remedies available to prevent the breach, attempted
      breach or repudiation of this Section.

    


    For
      purposes of this Agreement, the term “Confidential Information” shall mean any
      information provided by either party hereto to the other party for any reason
      whatsoever, including, without limitation, conceptions, innovations, trade
      secrets, inventions, designs, product ideas, production processes and methods,
      software, ideas, data, production schedules and/or quantities, pricing
      information, customer information, financial information, product
      specifications, and other technology, whether or not patentable, copyrightable,
      or susceptible to any other form of protection. Notwithstanding the foregoing,
      however, the following types of information shall not be deemed to be
“Confidential Information” within the meaning hereof: (i) information which was
      rightfully in the receiving party’s possession prior to disclosure; (ii)
      information which was in the public domain prior to disclosure, or which becomes
      part of the public domain by any means other than an unauthorized act or
      omission by a party hereto; or (iii) information supplied to the receiving
      party
      without restriction by a third party under no obligation to maintain such
      information in confidence.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    11. 
Dispute
      Resolution.
      If a
      dispute, controversy, or claim arises out of or relates to this Agreement,
      its
      termination or non-renewal, or the alleged breach thereof, and if said dispute
      cannot be settled through direct discussions, the parties agree to first
      endeavor to settle the dispute in an amicable manner by mediation with an
      independent mediator selected by mutual agreement of the parties. If the parties
      are unable to agree on a mediator, mediation shall be administered by the
      American Arbitration Association under its Commercial Mediation Rules. If the
      matter has not been resolved pursuant to mediation within thirty (30) days
      of
      the commencement of such mediation (which period may be reduced or extended
      by
      mutual agreement in writing), then any unresolved dispute, controversy, or
      claim, shall be settled by arbitration administered by the American Arbitration
      Association in accordance with its Commercial Arbitration Rules, and judgment
      upon the award rendered by the arbitrator, may be entered in the Iowa District
      Court in Polk County or the highest state court having jurisdiction. The
      arbitration shall be conducted by a sole arbitrator. The arbitration proceedings
      shall be governed by and conducted in accordance with Iowa Code Chapter 679A
      (2005), as amended from time to time, as supplemented by the Commercial
      Arbitration Rules of the American Arbitration Association, to the extent not
      inconsistent with Chapter 679A. The arbitrator shall allow each party to conduct
      limited relevant discovery. The arbitrator shall have no authority to award
      punitive damages or any damages not measured by the prevailing party’s actual
      damages, and may not, in any event, make any ruling, finding or award that
      does
      not conform to this Agreement. All fees and expenses of the arbitration shall
      be
      borne by the parties equally. However, each party shall bear the expenses of
      its
      own counsel, experts, witnesses, and preparation and presentation of the
      arbitration matters. Any such arbitration shall be conducted in Polk County,
      Iowa. The provisions of this Agreement shall be a complete bar and defense
      to
      any suit, action or proceeding instituted in any court or administrative
      tribunal with respect to any controversy or dispute which is arbitrable as
      set
      forth herein.

    


    12. 
Governing
      Law; Jurisdiction/Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Iowa. The parties, by their execution of this Agreement, irrevocably
      submit to the jurisdiction of the courts and arbitration tribunals of the State
      of Iowa and irrevocably agree that venue for any dispute between the parties
      shall be in Polk County, Iowa.

    


    13. 
Relationship
      of the Parties.
      The
      parties’ relationship hereunder is that of independent contracting parties.
      Neither this Agreement nor the parties’ performance hereunder shall be
      interpreted or construed as creating any other relationship, including, without
      limitation, that of principal-agent, franchisor-franchisee, employer-employee,
      or any dealership, distributorship, partnership or joint venture relationship.
      Each party shall be responsible for payment of, and shall defend, indemnify
      and
      hold the other party hereto harmless from and against, any and all fees and
      taxes arising out of or in connection with such party’s performance hereunder,
      including, without limitation, all federal, state and local income taxes, social
      security taxes, unemployment insurance taxes, workers’ compensation expenses,
      and any other taxes or business license fees. Neither party shall have the
      right
      or authority, express or implied, to assume or create any duty, responsibility,
      obligation or liability, contractual or otherwise, for, on behalf of, or in
      the
      name of, the other party hereto, or to otherwise bind such other party in any
      respect.

    


    14. 
No
      Third Party Beneficiaries.
      This
      Agreement is not intended to confer, nor shall it be asserted or construed
      as
      conferring, any rights or benefits upon any person or entity other than the
      parties hereto, including, but not limited to, any such rights or benefits
      which
      may be asserted by any person or entity as a purported third party
      beneficiary.

    


    15. 
Notice.
      Any
      notice required by this Agreement, or given in connection with it, shall be
      in
      writing and shall be given to the appropriate party by personal delivery or
      by
      certified mail, postage prepaid, or recognized overnight delivery services.
      Such
      notice shall be addressed as follows:

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    If
      to
      Consultant:

     

    Phil
      Stover, General Counsel 

    Third
      Inning Solutions, Inc.

    6151
      Thornton Avenue, Suite #130

    Des
      Moines, IA 50321

    


    If
      to the
      Client:

     

    Bill
      Higdon, President 

    Southern
      Iowa Bioenergy LLC

    115
      South
      Linden Street

    Lamoni,
      IA 50140

    


    16. 
Review
      By Counsel; Construction.
      Client
      acknowledges and agrees that: (i) it has carefully
      read and fully understand the terms, provisions and legal effect of this
      Agreement; (ii) it has been advised to seek, and has had the opportunity to
      seek
      the advice of independent legal counsel in connection with the execution of
      this
      Agreement, and (iii)
      the
      fact that Consultant initially drafted this Agreement shall not, in any dispute
      over the terms, construction or meaning of this Agreement, be held, interpreted
      or construed against Consultant.

    


    17. 
Miscellaneous.
      This
      Agreement, together with all exhibits hereto and any documents incorporated
      herein, constitutes the entire understanding between the parties concerning
      the
      subject matter hereof. No prior course of dealing, usage of trade or other
      prior
      or contemporaneous representations, inducements, promises or agreements between
      the parties not embodied in this Agreement shall be of any force or effect.
      This
      Agreement shall not be modified except in a writing signed by both parties,
      and
      shall not be assigned by or delegated by either party, in whole or in part,
      without the prior written consent of the other, which shall not be unreasonably
      withheld. Notices required or permitted hereunder shall be in writing and shall
      be delivered to the other party’s last known address. If any provision of this
      Agreement shall for any reason be held to be invalid, unenforceable, or contrary
      to public policy, whether in whole or in part, the remaining provisions shall
      not be affected by such holding. No omission or delay by either party in
      enforcing any right or remedy hereunder or in requiring performance of any
      term,
      covenant or provision herein shall constitute a waiver of any such right or
      remedy, nor shall it in any way effect the right of either party to enforce
      such
      provisions. The remedies set forth in this Agreement are cumulative and in
      addition to all other remedies available under this Agreement, at law and in
      equity. All covenants, warranties, representations and indemnification
      obligations set forth in this Agreement shall survive the termination or
      expiration hereof. This Agreement may be executed in counterparts.

    


    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed this Agreement effective as of the day and
      year first above written.

    


    
      	
              CLIENT:

            	
              CONSULTANT:

            
	 	 
	
              Southern
                Iowa BioEnergy

            	
              Third
                Inning Solutions, Inc.

            
	 	 
	 	 
	
              /s/
                William
                Higdon                                                       
                

            	
              /s/
                Brian M.
                Green                                                      
                

            
	
              William
                Higdon, President and Director

            	
              Brian
                M. Green, President

            


    

    


    
      
         

      

      
        8