EXHIBIT 10.2


                           CHANGE OF CONTROL AGREEMENT

         This Change of Control Agreement ("Agreement") between Minnesota Corn
Processors, LLC, a Colorado limited liability company (the "Company"), and
Stanley L. Sitton (the "Employee") is made and entered into effective as of
April 22, 2002 (the "Effective Date").

         WHEREAS, Employee is a key employee of the Company; and

         WHEREAS, it is in the best interest of the Company and its members if
the key employees can approach material business decisions objectively and
without concern for their personal situation; and

         WHEREAS, the Company recognizes that the possibility of a Change of
Control (as defined below) of the Company may result in the early departure of
key employees to the detriment of the Company and its members; and

         WHEREAS, the Board of Directors of the Company (the "Board") has
authorized and directed the Company to enter into this Agreement or other
similar agreements in order to help retain and motivate key employees and to
help ensure continuity of key employees;

         THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Employee agree as
follows:

         1.       TERM OF AGREEMENT.

                  (a)      The term of this Agreement ("Term") shall commence on
                           the Effective Date and shall continue in effect
                           through the six-month anniversary of the Effective
                           Date. In the event there is a definitive agreement
                           signed by MCP and another entity within the
                           aforementioned six month period that would give rise
                           to a Change of Control occurrence, then the term of
                           this Agreement shall extend to the date of that
                           Change of Control occurrence.

                  (b)      Termination of this Agreement shall not alter or
                           impair any rights of Employee arising hereunder on or
                           before such termination.

         2.       CERTAIN DEFINITIONS.

                  (a)      "Change of Control" means the occurrence of any of
                           the following:

                           (i)      any "person" (as such term is used in
                                    Section 13(d) and 14(d) of the Securities
                                    Exchange Act of 1934, as amended (the
                                    "Exchange Act")), other than a trustee or
                                    other fiduciary holding securities under an
                                    employee benefit plan of the Company,
                                    becomes the "beneficial owner" (as defined
                                    in Rule 13d-3 under the Exchange Act),
                                    directly or indirectly, of Class A Units of
                                    the Company representing 35% or more of the
                                    voting power of the Company's then
                                    outstanding Class A Units;


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                           (ii)     during any period of two consecutive years
                                    (not including any period prior to the
                                    effective date of this Agreement),
                                    individuals who at the beginning of such
                                    period constitute the Board, and any new
                                    director (other than a director designated
                                    by a person who has entered into an
                                    agreement with the Company to effect a
                                    transaction described in clause (i), (iii)
                                    or (v) of this Change of Control definition)
                                    whose election by the Board or nomination
                                    for election by the Company's members was
                                    approved by a vote of at least two-thirds of
                                    the members of the Board then still in
                                    office who either were members of the Board
                                    at the beginning of the period or whose
                                    election or nomination for election was
                                    previously so approved, cease for any reason
                                    to constitute at least 75% of the members
                                    thereof;

                           (iii)    the consummation of a merger, acquisition or
                                    consolidation of the Company with or by any
                                    other corporation or entity;

                           (iv)     the Board of Directors of the Company
                                    approve a plan of complete liquidation or
                                    dissolution of the Company or a court orders
                                    a complete liquidation of the Company; or

                           (v)      the sale, lease, disposition, exchange or
                                    transfer of all or substantially all of the
                                    assets of the Company.

                  (b)      "Annual Base Compensation" means the sum of the
                           dollar amount specified in the sixth column of
                           Schedule A calculated based on the following: (i) the
                           Employee's projected salary had Employee continued to
                           be the Senior Vice President of Sales and Marketing
                           including bonus, (ii) the highest amount paid by the
                           Company with respect to Employee's allocable share of
                           the Company's life and health insurance premiums for
                           any of the three years immediately prior to the year
                           in which the Change of Control occurs, (iii) the
                           highest amount of possible pension contributions made
                           by the Company with respect to the Employee for any
                           of the three years immediately prior to the year in
                           which the Change of Control occurs and (iv) the
                           highest amount of the Company's possible 401(k)
                           contribution made by the Company with respect to
                           Employee for any of the three years immediately prior
                           to the year in which the Change of Control occurs.

                  (c)      "Adjusted Annual Compensation" means the Annual Base
                           Compensation as increased by an annual interest
                           factor of 3% compounded annually for each full year
                           of service including the current year even if not
                           completed.

         3.       CHANGE OF CONTROL PAYMENT

                  (a)      If a Change of Control occurs during the Term,
                           Employee shall receive the following from the
                           Company:


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                           (i)      immediately at the time of the Change of
                                    Control, the Company shall pay to Employee
                                    in a lump sum, in cash, payable in United
                                    States currency, an amount equal to 5.26
                                    times the Adjusted Annual Compensation; and,

                           (ii)     notwithstanding anything in any Company
                                    incentive plan or arrangement to the
                                    contrary, all incentive awards and/or
                                    deferred amounts of Employee thereunder
                                    shall become 100% vested and payable in full
                                    in cash immediately on the date of the
                                    Change of Control.

                  (b)      The Company may withhold from any amounts payable
                           under this Agreement all such taxes as it shall be
                           required to withhold pursuant to any applicable law
                           or regulation.

                  (c)      Company may not withhold any sums due payable to
                           Employee under this Agreement.

                  (d)      If Employee's employment with the Company terminates
                           prior to, but within six months of, the date on which
                           a Change of Control occurs and it is reasonably
                           demonstrated by Employee that such termination of
                           employment was by the Company (including a
                           constructive discharge) in connection with or in
                           anticipation of the Change of Control, then, for
                           purposes of this Agreement, the Change of Control
                           shall be deemed to have occurred on the date
                           immediately prior to the date of Employee's
                           termination of employment.

                  (e)      In the event the Employee dies or becomes disabled
                           after a definitive agreement relating to a Change of
                           Control event or the Company's Board of Directors has
                           approved a Change of Control event has been entered
                           into but prior to the effective date of the Change of
                           Control, the Employee (or, in the event of his death,
                           his estate) shall receive the amounts payable herein
                           within fifteen (15) days of the effective date of the
                           Change of Control. For purposes of this section,
                           "disability" shall mean due to sickness or injury
                           where an Employee is unable to perform the material
                           duties of the Employee's occupation with the Company.

         4.       PARACHUTE TAX GROSS UP.

                  If any payment made, or benefit provided, to or on behalf of
                  Employee pursuant to this Agreement or otherwise ("Payments")
                  results in Employee being subject to the excise tax imposed by
                  Section 4999 of the Internal Revenue Code (or any successor or
                  similar provision) ("Excise Tax"), the Company shall promptly
                  pay Employee an additional amount in cash (the "Additional
                  Amount") such that after payment by Employee of all taxes,
                  including, without limitation, any income taxes and Excise
                  Tax, imposed on the Additional Payment, Employee retains an
                  amount of the Additional Payment equal to the Excise Tax
                  imposed on the


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                  Payments. Such determinations shall be made by the Company's
                  independent certified public accountants.

         5.       NO OFFSET.

                  The amount of any payment or benefit provided for in this
                  Agreement shall not be reduced or offset against any amount
                  claimed to be owed by Employee to the Company or otherwise.

         6.       SUCCESSOR AGREEMENT.

                  The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company to assume expressly in writing prior to the effective
                  date of such succession and agree to perform this Agreement in
                  the same manner and to the same extent that the Company would
                  be required to perform if no succession had taken place.
                  Failure of the successor to so assume as provided herein shall
                  constitute a breach of this Agreement and immediately entitle
                  Employee to the payments hereunder as if triggered by a Change
                  of Control.

         7.       NOTICES.

                  All notices and other communications hereunder shall be in
                  writing and shall be given by hand delivery to the other party
                  or by registered or certified mail, return receipt requested,
                  postage prepaid, addressed, in either case, to the Company's
                  headquarters or to such other address as either party shall
                  have furnished to the other in writing in accordance herewith.
                  Notices and communications shall be effective when actually
                  received by the addressee.

         8.       GOVERNING LAW.

                  This Agreement will be governed by and construed in accordance
                  with the laws of the state of Minnesota without regard to
                  conflicts of law principles.

         9.       ENTIRE AGREEMENT.

                  This Agreement, other than the Minnesota Corn Processors
                  Supplemental Employee Retirement Plan, employment contracts of
                  any Employees, and any applicable severance agreements, is an
                  integration of the parties' agreement and no agreement or
                  representations, oral or otherwise, express or implied, with
                  respect to the subject matter hereof have been made by either
                  party which are not set forth expressly in this Agreement.

         10.      SEVERABILITY.

                  The invalidity or unenforceability of any provision of this
                  Agreement shall not affect the validity or enforceability of
                  any other provision of this Agreement, which shall remain in
                  full force and effect.


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         11.      AMENDMENT AND WAIVERS.

                  No provision of this Agreement may be modified, waived or
                  discharged unless such waiver, modification or discharge is
                  agreed to in writing and signed by Employee and such
                  authorized member of the Company as may be specifically
                  authorized by the Board. No waiver by either party hereto at
                  any time of any breach by the other party hereto of, or in
                  compliance with, any condition or provision of this Agreement
                  to be performed by such other party shall be deemed a waiver
                  of similar or dissimilar provisions or conditions at the same
                  or at any prior or subsequent time.

         12.      COUNTERPARTS.

                  The Agreement may be executed in several counterparts, each of
                  which shall be deemed an original but all of which together
                  shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement effective for all purposes as of the Effective Date.

                                                  MINNESOTA CORN PROCESSORS, LLC

                                                  By:  /s/ L. Dan Thompson
                                                       _________________________

                                                  Name: L. Dan Thompson
                                                       _________________________

                                                  Title: President & Chief
                                                           Executive Officer
                                                       _________________________


                                                  EMPLOYEE

                                                  /s/ Stanley L. Sitton
                                                      __________________________