PROMISSORY NOTE

<TABLE>
  Principal      Loan Date   Maturity     Loan No  Call/Coll   Account   Officer    Initials
-------------   ----------  ----------   --------  ---------  --------   -------    --------
<S>             <C>         <C>          <C>       <C>         <C>       <C>        <C>
$1,505,900.00   01-20-2004  04-20-2008     57750     31/408    119284      JB
</TABLE>

    References in the shaded area are for Lender's use only and do not limit
  the applicability of this document to any particular loan or item. Any item
    above containing "***" has been omitted due to text length limitations.

Borrower:  HUSKER AG, LLC              Lender: STEARNS BANK NATIONAL ASSOCIATION
           (TIN: 47-0836953)                   4191 SO 2ND ST
           PO BOX 10                           PO BOX 7338
           PLAINVIEW, NE 68769                 ST CLOUD, MN 56302

================================================================================

Principal Amount:               Initial Rate:                   Date of Note:
$1,505,900.00                      5.250%                      January 20, 2004

PROMISE TO PAY.  HUSKER AG, LLC  ("Borrower")  promises  to pay to STEARNS  BANK
NATIONAL ASSOCIATION ("Lender"),  or order, in lawful money of the United States
of America,  the principal  amount of Eight  Million Eight Hundred  Thirty-seven
Thousand Three Hundred & 00/100 Dollars ($8,837,300.00),  together with interest
on the unpaid principal balance from January 20, 2004, until paid in full.

PAYMENT.  Subject to any payment  changes  resulting  from changes in the Index,
Borrower will pay this loan on demand.  Payment in full is due immediately  upon
Lender's  demand.  If no  demand  is made,  Borrower  will  pay this  loan in 87
payments of $122,668.43  each payment.  Borrower's first payment is due February
20,  2004,  and all  subsequent  payments  are due on the same day of each month
after that.  Borrower's final payment will be due on April 20, 2011, and will be
for all  principal  and all  accrued  interest  not yet paid.  Payments  include
principal and interest.  Unless  otherwise agreed or required by applicable law,
payments  will  be  applied  first  to any  accrued  unpaid  interest;  then  to
principal; and then to any unpaid collection costs. The annual interest rate for
this Note is computed on a 365/360 basis;  that is, by applying the ratio of the
annual  interest  rate over a year of 360 days,  multiplied  by the  outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an  independent  index which is the WALL STREET
JOURNAL PRIME RATE (the "Index").  The Index is not  necessarily the lowest rate
charged by Lender on its loans. If the Index becomes unavailable during the term
of this loan,  Lender may designate a substitute index after notice to Borrower.
Lender will tell Borrower the current Index rate upon  Borrower's  request.  The
interest  rate  change  will not  occur  more  often  than  each 1ST DAY OF EACH
CALENDAR QUARTER. Borrower understands that Lender may make loans based on other
rates as well. The Index currently is 4.000% per annum.  The interest rate to be
applied to the unpaid principal  balance of this Note will be at a rate of 1.250
percentage  points over the Index,  resulting  in an initial  rate of 5.250% per
annum.  NOTICE:  Under no  circumstances  will the interest rate on this Note be
more than the maximum rate allowed by applicable law.  Whenever  increases occur
in the  interest  rate,  Lender,  at its  option,  may  do  one or  more  of the
following:  (A) increase  Borrower's payments to ensure Borrower's loan will pay
off by its original final maturity  date,  (B) increase  Borrower's  payments to
cover accruing interest, (C) increase the number of Borrower's payments, and (D)
continue  Borrower's  payments at the same amount and increase  Borrower's final
payment.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
under the payment  schedule.  Rather,  early  payments will reduce the principal
balance due and may result in Borrower's making fewer payments.  Borrower agrees
not to send  Lender  payments  market  "paid in full",  "without  recourse",  or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of  Lender's  rights  under  this  Note,  and  Borrower  will  remain
obligated to pay any further amount owed to Lender.  All written  communications
concerning  disputed  amounts,  including any check or other payment  instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed  amount must be mailed or  delivered  to:  STEARNS  BANK  NATIONAL
ASSOCIATION, 4191 SO 2ND ST ST CLOUD, MN 56302-7338.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the total sum due under this Note will bear interest from the date of
acceleration  or  maturity  at the  variable  interest  rate on this  Note.  The
interest rate will not exceed maximum rate permitted by applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

     Payment  Default.  Borrower  fails to make any payment within ten (10) days
     when due under this Note.

     Other Defaults.  Borrower materially fails to comply with or to perform any
     other term,  obligation  covenant or condition contained in this Note or in
     any of the related documents or to comply with or to materially perform any
     other agreement between Lender and Borrower.

     Default in Favor of Third Parties.  Borrower or any Grantor  defaults under
     any loan,  extension  of  credit,  security  agreement,  purchase  or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's  obligation under this Note or any
     of the related documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by Borrower or on Borrower's  behalf under this Note or
     the related  documents  is false or  misleading  in any  material  respect,
     either now or at the time made or furnished or becomes  false or misleading
     at any time thereafter.

     Death or insolvency.  The  dissolution  of Borrower  (regardless of whether
     election to  continue  is made),  or any other  termination  of  Borrower's
     existence as a going business,  the insolvency of Borrower, the appointment
     of a receiver for any part of Borrower's  property,  any assignment for the
     benefit of creditors,  any type of creditor workout, or the commencement of
     any  proceeding  under any  bankruptcy  or  insolvency  laws by or  against
     Borrower.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any Borrower's accounts,  including deposit accounts, with
     Lender.  However,  this Event of Default shall not apply if there is a good
     faith dispute by Borrower as to the validity or reasonableness of the claim
     which is the basis of the creditor or forfeiture proceeding and if Borrower
     gives Lender  written  notice of the creditor or forfeiture  proceeding and
     deposits with Lender monies or a surety bond for the creditor or forfeiture
     proceeding,  in an amount determined by Lender, in its sole discretion,  as
     being an adequate reserve or bond for the dispute.

     Events  Affecting  Guarantor.  Any of the  proceeding  events  occurs  with
     respect to any guarantor,  endorser,  surety, or accommodation party of any
     of the indebtedness or any guarantor,  endorser,  surety,  or accommodation
     party dies or becomes incompetent,  or revokes or disputes the validity of,
     or  liability  under,  any guaranty of the  indebtedness  evidenced by this
     Note. In the event of a death, Lender, as its option, may, but shall not be
     required to, permit the guarantor's  estate to assume  unconditionally  the
     obligations  arising under the guaranty in a manner satisfactory to Lender,
     and, in doing so, cure any Event of Default.

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition.


<PAGE>

                                PROMISSORY NOTE
Loan No:  57749                   (Continued)                            Page 2

================================================================================

     Cure Provisions. If any default, other than a default in payment is curable
     and if  Borrower  has not  been  given a  notice  of a  breach  of the same
     provision of this Note within the preceding  twelve (12) months,  it may be
     cured (and no event of  default  will have  occurred)  if  Borrower,  after
     receiving  written notice from Lender  demanding cure of such default:  (1)
     cures the default  within  fifteen (15) days;  or (2) if the cure  requires
     more than fifteen (15) days, immediately initiates steps which Lender deems
     in  Lender's  sole  discretion  to be  sufficient  to cure the  default and
     thereafter  continues  and  completes all  reasonable  and necessary  steps
     sufficient to produce compliance as soon as reasonably practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest  immediately  due, and then
Borrower will pay that amount.

ATTORNEY'S FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject to any  limits  under  applicable  law,  Lender's  reasonable
attorney's fees and Lender's legal expenses,  whether or not there is a lawsuit,
including  reasonable  attorney's  fee,  expenses  for  bankruptcy   proceedings
(including  efforts to modify or vacate any automatic stay or  injunction),  and
appeals.  If not prohibited by applicable law,  Borrower also will pay any court
costs, in additional to all other sums provided by law.

JURY  WAIVER.  Lender  and  Borrower  hereby  waive the right to any jury in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance  with federal law and the laws of the State of  Minnesota.  This Note
has been accepted by Lender in the State of Minnesota.

RIGHT OF SETOFF.  To the extent permitted by applicable law, Lender reserves the
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However, this does not include any IRA or Keough accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

COLLATERAL.  Borrower  acknowledges  this  Note  is  secured  by  COLLATERAL  AS
DESCRIBED IN THE  FOLLOWING  DOCUMENTS:  DEED OF TRUST,  ASSIGNMENT OF RENTS AND
SECURITY AGREEMENT DATED JANUARY 20, 2004.

LATE CHARGE. SHOULD BORROWER FAIL TO PAY ANY PAYMENT REQUIRED DURING THE TERM OF
THIS LOAN, OR TO PAY THE INDEBTEDNESS UPON THE MATURITY OF THIS LOAN, AND SHOULD
ANY SUCH AMOUNT  REMAIN  UNPAID FOR A PERIOD OF TEN (10) DAYS  FOLLOWING ITS DUE
DATE,  THEN BORROWER  AGREES AND COVENANTS TO PAY TO LENDER A LATE CHARGE IN THE
AMOUNT OF FIVE  PERCENT (5%) OF ANY SUCH  AMOUNT,  INCLUDING  THE AMOUNT DUE AND
PAYABLE AT MATURITY.

PRIOR NOTE. THIS NOTE IS A RENEWAL, EXTENSION AND REARRANGEMENT OF NOTE #53455,
DATED 12-19-2001, IN THE ORIGINAL PRINCIPAL AMOUNT OF $20,000,000.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs,  personal  representatives,  successors and assigns,  and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL  PROVISIONS.  This Note is payable on demand.  The inclusion of specific
default  provisions  or rights of Lender  shall not preclude  Lender's  right to
declare payment of this Note on its demand.  Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them.  Borrower and
any other  person who signs,  guarantees  or endorses  this Note,  to the extent
allowed by law, waive presentment,  demand for payment,  and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated
in  writing,  no party  who  signs  this  Note,  whether  as  maker,  guarantor,
accommodation  maker or endorser,  shall be released  from  liability.  All such
parties agree that Lender may renew or extend  (repeatedly  and or any length of
time) this loan or release any party or guarantor or collateral; or impair, fail
to realize upon or perfect  Lender's  security  interest in the collateral;  and
take any other  action  deemed  necessary  by Lender  without  the consent of or
notice to anyone.  All such  parties also agree that Lender may modify this loan
without  the  consent of or notice to anyone  other than the party with whom the
modification is made. The obligations under this Note are joint and several.

SECTION DISCLOSURE. This loan is made under Minnesota Statutes, Section 47.59.

PRIOR TO SIGNING THE NOTE,  BORROWER READ AND  UNDERSTOOD  ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:


HUSKER AG, LLC


By: /s/ Gary Kuester                    By: /s/ Jack Frahm
    --------------------------------        --------------------------------
    GARY KUESTER, Chairman of               JACK FRAHM, Secretary of
    HUSKER AG, LLC                          HUSKER AG, LLC

By: /s/ Scott Carpenter                 By: /s/ Cory Furstenau
    --------------------------------        --------------------------------
    SCOTT CARPENTER, Vice Chairman of       CORY FURSTENAU, Treasurer of
    HUSKER AG, LLC                          HUSKER AG, LLC