Exhibit 10(b)

UNIFORM
MEMBER SUGAR MARKETING AGREEMENT
POOL BASIS

THIS
AGREEMENT, made effective as of the 1st day of
September 2001, by and between UNITED SUGARS
CORPORATION, a cooperative association organized under the laws of
the State of Minnesota (hereinafter referred to as UNITED), and MINN-DAK
FARMERS COOPERATIVE, a cooperative association organized under the
laws of the State of North Dakota (hereinafter referred to as PROCESSOR).

WITNESSETH

WHEREAS,
PROCESSOR is a producer-owned and a producer-operated agricultural cooperative
which is organized and operated so as to adhere to the provisions of Section
15(a) of the Agricultural Marketing Act (12 U.S.C., Sec. 1141j(a)), as amended,
and the Capper-Volstead Act of 1922 (7 U.S.C., Sec. 291, 292), and which is
engaged in the operation of one or more sugar processing plants for the purpose
of producing one or more forms of refined sugar; and

WHEREAS,
UNITED is organized and operated so as to adhere to the provisions of Section
15(a) of the Agricultural Marketing Act (12 U.S.C., Sec. 1141j(a)), as amended,
and the Capper-Volstead Act of 1922 (7 U.S.C., Sec. 291,292), for the mutual
help and benefit of its members (Member or Members) and for the purposes of
acting as a marketing agency for its Members and of engaging in the business of
marketing the refined sugar (whether sold in packages or in bulk) produced by
its Members, including but not limited to, granulated, liquid, blends, and
specialty products; and

WHEREAS,
PROCESSOR is a Member of UNITED and wishes to participate with other Members of
UNITED in developing and maintaining a dependable market for certain products
produced by PROCESSOR; and

WHEREAS,
UNITED and PROCESSOR desire to enter into a membership marketing agreement on a
pool basis.

NOW,
THEREFORE, in consideration of the above, subject to
the respective terms, conditions, and obligations of PROCESSOR and UNITED
herein, UNITED and PROCESSOR agree as follows:

1.        Definitions.
As used in this Agreement,
the following terms shall have the following meanings:

Allocation
means the amount of sugar PROCESSOR is authorized to market if Allotments are
implemented pursuant to the Allotment Statute.

Allotments
means an overall allotment of sugar processed from domestically produced
sugarcane and sugar beets, as defined and contemplated by the Allotment
Statute.

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Allotment
Statute means 7 USC § 1359aa, et. seq. (1991) and
amendments thereto, or subsequent statutes providing for marketing allotments.

Assets
Costs shall mean carrying costs of assets associated
with Product shipping, packaging, warehousing (including all costs historically
included by UNITED as warehousing costs), and storage functions, including
depreciation and interest.

Beet
Processing Season means the period of time generally
from September through August during which a Beet Producer processes beets,
thick juice and extract into refined sugar.

Beet
Producer means a Member that processes beets and
thick juice into refined sugar.

Buyeris a third party purchaser of Finished Product from
UNITED.

Co-Minglemeans (i) Finished Product of PROCESSOR that is stored
by UNITED in a warehouse or stationary storage facility that is owned or leased
by UNITED; or (ii) Product which has been further processed by UNITED.

Cane
Processing Season means the period of time generally
from mid-October through March during which time a Cane Producer processes cane
into feedstock for a refinery.

Cane
Producer means a Member that processes cane into
refined sugar. Crop
Year means the crop year established by the Beet Producers for their own
business operations.

Fiscal
Year means the fiscal year of UNITED, which begins on
September 1 and ends on August 31.

Force
Majeure means any (i) fire, freeze, accident,
explosion, construction delay, hurricane, flood, act of God, inability to
obtain electric power or fuel, inability to obtain any required permits or
licenses, government law, directive or regulation; or the effect of the
application of any governmental law, directive or regulation, or any like
contingency, beyond a partys reasonable ability to control or avoid; and (ii)
labor dispute or strike, from whatever cause arising and regardless of whether
the demands of the employees involved are reasonable and within the affected
partys power to concede.

Finished
Product or Finished Products means those Products
that have been granulated or otherwise made ready for marketing to third parties.

Member
means a member or shareholder of UNITED who is entitled to vote.

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Net
Selling Pricemeans the gross proceeds realized by
UNITED from sales of Products produced by PROCESSOR and the other Members in the
Primary Pool, less expenses directly attributable to the Primary Pool,
including all costs, charges or expenses attributable to the marketing and sale
of pooled Products, including without limitation salaries, wages and other
benefits of UNITEDs employees, office expense and appropriate consulting fees,
and all costs of transportation of the pooled Products.

Operating
Costs means operating costs associated with Product
shipping, packaging, warehousing (including all costs historically included by
UNITED as warehousing costs) and storage functions including, without
limitation, labor (including direct and indirect costs, such as employee
benefits, insurance, etc.), supplies, and utilities.

Pool
Year means the pool year of the Primary Pool, which
coincides with the Fiscal Year of UNITED, which begins on September 1 and ends
on August 31.

Primary
Pool means Product of each Member that is pooled for
each Fiscal Year with Products of other Members as agreed to in Section 6.1.

Product
or Products
means refined sugar produced by PROCESSOR during the term of this Agreement,
including but not limited to, granulated, liquid, blends, specialty products,
standard liquor, thick juice, extract and other forms of ungranulated sugar.

Pro
Rata
Share shall be equal to a fraction, with PROCESSORs estimated
annual production of Product (on a sugar equivalent basis) included in the
Primary Pool as the numerator and total estimated annual pool production of
Product (on a sugar equivalent basis) for PROCESSOR and the Members included in
the Primary Pool as the denominator.

Purchased
Sugar means Product that is purchased by a Member
from a third party or from another Member.

Term
has the meaning set forth in Section 17.

Transgenic
Varietymeans a variety of seed which will
produce a plant that contains a gene or genes that have been artificially
inserted instead of the plant acquiring the gene or genes through pollination.

2.        Appointment
of UNITED as Sales Agent.

2.1      United
Appointed Sales Agent. PROCESSOR appoints and designates UNITED to act as
its sole worldwide agent in the sale and marketing of the Products. UNITED
accepts such appointment and agrees to act as the sales agent and pool
administrator in accordance with the terms of this Agreement. PROCESSOR agrees
that UNITED may employ all such persons and agencies as it determines to be
necessary to carry out its obligations under this Agreement. It is understood
and agreed that UNITED may market Products under the various trademarks and
trade names of PROCESSOR (if any) pursuant to a

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royalty free
license agreement with respect to such trademarks and trade names, the form of
which agreement shall be mutually agreed upon by PROCESSOR and UNITED.

2.2      United
Authorized to Pass Title. UNITED agrees, and is hereby empowered by
PROCESSOR, to sell in its own name, and pass title on behalf of PROCESSOR, all
Product produced by PROCESSOR during the Term of this Agreement to such
purchasers, at such time or times, at such place or places, in such manner and
on such prices or terms as UNITED determines to be in the best interests of
PROCESSOR and other Members of UNITED.

2.3      Products
not included in this Agreement. UNITED shall have no rights, and nothing
herein contained shall be deemed to create rights in UNITED, in and to any
other products produced by PROCESSOR (other than refined sugar).

2.4      Procurement
of Additional Product. It is understood and agreed that UNITED may from
time to time procure certain Products from third parties in order to meet the
requirements of sales contracts or as otherwise determined to be in the best
interest of PROCESSOR and the other Members of UNITED. PROCESSOR and UNITED
agree that UNITED shall act as an agent for PROCESSOR in connection with such
purchases of Products and that the costs of acquiring such Products and
revenues received from the sale of such Products shall be allocated to
PROCESSOR and other Members of UNITED on the same basis as allocations from the
pool for which the Products were purchased.

3.        Packaging.PROCESSOR intends to have the capacity to sell Product in bulk as well as
in packages. It is understood that production and packaging constraints will
limit the volume and mix of packages that can be produced at any one time, and
accordingly, UNITED agrees to coordinate orders for packaged Product taking
into consideration PROCESSORs production and packaging limitations.

4.        Production
and Delivery.

4.1      Timing
of Production. It is anticipated that PROCESSOR will produce Finished
Products during its campaign on an approximately even monthly schedule.
However, PROCESSOR acknowledges that UNITEDs requirements may be greater in
certain specified months and less in others. Accordingly, subject to mutual
agreement of the parties, UNITED will endeavor to coordinate demands with
PROCESSORs production and storage capacities. At UNITEDs request, PROCESSOR
will attempt to maximize production in any month in order to accommodate
customer demand.

4.2      Product
Production Schedules. PROCESSOR shall provide to UNITED by June 1 of each
Fiscal Year during the Term a preliminary estimated production schedule
(specifying volume and dates) of Product for the next following Fiscal Year and
will provide a revised estimated production schedule of Product by July 1 of
each such year, reflecting any changes from the June preliminary estimate.
UNITED and PROCESSOR shall jointly develop a production and delivery schedule
plan for each Fiscal Year that will attempt to accommodate, as much as
reasonably possible, the dual goals of maximizing the price to be paid to

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PROCESSOR and
maximizing production efficiencies, with the objective of selling all of
PROCESSORs production of Product each year.

4.3      Weekly
Delivery Amounts. Estimated weekly delivery schedules of Finished Product,
including quantities, and bulk and packaging requirements for each week of each
month, shall be agreed upon by the parties at least seven (7) days in advance
of the month to which they apply. The parties shall use reasonable efforts,
recognizing customer demand, to accommodate each other in setting such
schedules.

5.        Billing
and Collection. All sales made by UNITED shall be billed on
invoices of UNITED and all receipts shall be collected by UNITED.

6.        Pooling
of Product.

6.1      Agreement
to Pool Product. UNITED and PROCESSOR agree that the Products to be sold by
UNITED hereunder shall be pooled for each Fiscal Year with Products of the
other Members of UNITED in the Primary Pool. UNITED by action of its Executive
Committee shall have the discretion to create additional pools as deemed
reasonably necessary for the equitable treatment of all Members and to create
accounting standards for such additional pools.

6.2      Adjustments
for Beet Producers. In order to include sales of carry-over Product
produced by a Beet Producer in a given Beet Processing Season in the Primary
Pool applicable to the Fiscal Year in which the Beet Processing Season
occurred, even though delivery may occur following August 31 of such year, the
Product to be included in calculating UNITEDs Primary Pool in each Fiscal Year
shall be the amount of Product (on a sugar equivalent basis) produced by the
Beet Producer during the applicable Fiscal Year.

6.3      Adjustments
for Cane Producers. In order to coordinate the Cane Processing Season with
the Beet Processing Season, the amount of cane Product for a Cane Producer to
be included in calculating the Primary Pool for the Fiscal Year ending August
31, 2001 shall be the amount of cane Product (on a sugar equivalent basis)
produced by the Cane Producer during the Fiscal Year ending August 31, 2001,
less the cane Product (on a sugar equivalent basis) produced by the Cane
Producer that was allocated to the prior Fiscal Year, with the difference
multiplied by 1.141. The amount of cane Product for a Cane Producer to be
included in calculating the Primary Pool for each succeeding Fiscal Year shall
be the amount of cane Product (on a sugar equivalent basis) produced by the
Cane Producer during the applicable Fiscal Year, less the cane Product (on a
sugar equivalent basis) produced by the Cane Producer that was allocated to the
prior Fiscal Year, with the difference multiplied by 1.141.

7.        Price
for
Product.

7.1      Price.
UNITED shall pay to PROCESSOR the PROCESSORs Pro Rata Share of the Net Selling
Price for all Products sold by UNITED hereunder.

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7.2      Timing
of Payment to Members. As sales of Finished Product are made by UNITED from
the Primary Pool, the gross cash receipts received by UNITED from the sale of
such Finished Products shall be paid daily to PROCESSOR and the other Primary
Pool participants on the basis of their estimated proportionate share of the
Finished Product to be produced by PROCESSOR and each of the other participants
in the Primary Pool during that Fiscal year. Because gross cash receipts are
distributed daily, UNITED shall borrow from its line of credit in order to
cover its monthly operating costs, subject to prompt reimbursement by PROCESSOR
of PROCESSORs Pro Rata Share of the expenses (such expenses are set forth in
the definition of Net Selling Price) that are incurred by UNITED during the
month.

7.3      Adjustments
for Changes to Production Estimates. The determination of PROCESSORs
proportionate share of gross cash receipts shall be based on UNITEDs best
estimate of the amount of Finished Products anticipated to be produced in such
year by PROCESSOR and each other participant in the Primary Pool, and shall be
adjusted by UNITED periodically as production figures are more precisely
determined. Such adjustments shall reflect an interest charge to be paid by any
Primary Pool participant who has received excess distributions based on the
preliminary production estimates and such interest shall be paid to the Primary
Pool participant(s) who received less than full distributions. For purposes of
this paragraph, interest charges shall be the prime rate as published in the
Wall Street Journal for the period in question. As soon as exact information
and production figures are available, UNITED shall determine PROCESSORs final
proportionate share of the gross cash receipts for the Primary Pool during the
Fiscal Year, and appropriate adjustments, together with interest charges as
provided above, shall be made. The final accounting for the Primary Pool shall
be made no later than the ninetieth day following the last day of each Fiscal
Year.

8.        UNITEDs
Books and Records.UNITED shall keep accurate records of costs,
sales, and distributions of Primary Pool proceeds in accordance with sound and
generally accepted accounting practices. Said records shall be at all
reasonable times fully available for inspection and copying by PROCESSOR or its
certified public accountants. All records of the Primary Pool and any special
pool that is created shall be audited annually by UNITEDs regular Independent
Certified Public Auditors and the audit report made available to PROCESSOR.

9.        Budget
of
Marketing Costs.UNITED shall prepare an annual budget or
estimate of all direct and indirect marketing costs for the Primary Pool. It is
the intention of UNITED to secure independent financing for costs associated
with the marketing of Products as reflected in the budget.

10.       Product
Specifications, Quality Standards, and Handling of Products of Substandard
Quality.

10.1     Specifications.
PROCESSOR agrees to comply with UNITEDs Specifications for Products, which
specifications prescribe standards and procedures for quality control, storage,
and shipment of Products, and which are attached hereto as Schedule A. In addition,
PROCESSOR agrees to comply with UNITEDs Quality Assurance Policy that is
attached

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hereto as
Schedule B. Any changes to the specifications or Quality Assurance Policy shall
be mutually agreed upon by UNITED and the Members.

10.2     State
and Federal Regulations. All Products delivered to or at the order of
UNITED shall conform to quality and other standards prescribed by applicable
state and federal rules and regulations.

10.3     Substandard
Product. Product that fails to meet the specifications or the Quality
Assurance Policy and which cannot be sold without discounting, shall be
considered substandard for purposes of this Agreement. Product of substandard
quality shall be withheld from the Primary Pool and marketed by UNITED, with
proceeds of the sale of such Product, less all direct and indirect selling
expenses, distributed to PROCESSOR; in the alternative, PROCESSOR and UNITED
may mutually agree that Product of substandard quality may remain in the
Primary Pool and be charged with the additional costs relating to the
substandard quality of the Product, including any necessary discounts.

11.       Storage
of Product.PROCESSOR shall store its Product as the parties
shall mutually agree; provided however, that with respect to storage by either
PROCESSOR or UNITED, the parties shall utilize reasonably available storage
methods that result in the lowest total cost to the Primary Pool. At the
earliest reasonable time after processing commences in each Fiscal Year and as
soon as Product has begun to be placed in storage, PROCESSOR shall deliver
daily Product inventory reports to UNITED. All Product included in the daily
inventory shall be included in the Primary Pool for the appropriate Fiscal Year
even though the Product remains on the premises of PROCESSOR.

12.       Risk
of
Loss and Insurance.

12.1     Risk
of Loss. PROCESSOR covenants and agrees that it shall bear the risk of loss
of any Product produced by PROCESSOR until the Product is delivered to the
Buyer; provided however, that risk of loss shall pass to UNITED before delivery
to the Buyer if the Product is Co-Mingled. Regardless of which party bears the
risk of loss, the PROCESSOR shall continue to be the owner of the Product until
the Product is sold to the Buyer. Whenever UNITED shall have possession or
control over the Product prior to sale to the Buyer, UNITED shall act strictly
as custodian thereof in accordance with the provisions of this Agreement.

12.2     Processor
to Maintain Insurance. PROCESSOR covenants and agrees, at its sole cost and
at all times during the Term of this Agreement, to maintain in force an
insurance policy or policies covering loss, theft or damage to the Products
from any cause whatsoever until the shipment of the same to the Buyer, in
amounts not less than the full insurable value thereof, and product liability
insurance in amounts required by UNITED from time to time, which product
liability insurance shall name UNITED as an additional or a named insured.

12.3     UNITED
to Maintain Insurance. UNITED covenants and agrees, at all times during the
Term of this Agreement, to maintain in force during the period for which it
bears the risk of loss, an insurance policy or policies covering loss, theft or
damage to the Products from any cause whatsoever in amounts not less than the
full insurable value thereof, and product

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liability
insurance in amounts deemed reasonable by UNITED, which product liability
insurance shall name PROCESSOR as an additional or named insured.

12.4     Certificates
of Insurance. Insurance policies shall be taken out with responsible
insurance companies licensed to write insurance in Minnesota, in the case of
UNITED, and in the appropriate state, in the case of PROCESSOR, and each shall
not be canceled or altered without ten days written notice to UNITED and
PROCESSOR. Each party shall furnish the other party with certificates of
insurance for policies required hereunder, together with a summary of the terms
and conditions of the policy or policies, and the date on which the same
expire.

13.       Orders.
Regardless of factory or warehouse designation, the proceeds from sales orders
shall be credited to the Primary Pool for the appropriate Fiscal Year. UNITED
shall consider car loadings, points of destination, capacity of tanks or
warehouses, size of inventories stored therein and other pertinent factors in
selecting the factory, warehouse or warehouses from which delivery shall be
made.

14.       Logistics
Function.UNITED shall be responsible for performing all normal
logistics functions relating to the shipment of all Products produced at
PROCESSORs plant. Direct or indirect costs of UNITED associated with the
performance of the logistics functions related to Products shall be a marketing
expense of the Primary Pool.

15.       Information
from PROCESSOR. PROCESSOR shall, whenever requested by UNITED,
furnish to UNITED production and related statistical data for Products prepared
on a daily basis, and shall make its books and records related thereto
available at all reasonable times for inspection by UNITED. PROCESSOR shall not
be required to release information concerning PROCESSORs proprietary processes
or costs (other than reimbursable Asset Costs and Operating Costs) which costs
shall be provided in sufficient detail to satisfy UNITEDs reasonable
requirements in connection with the reimbursements provided for in Section 16
hereof), or other confidential financial information. PROCESSOR further agrees,
upon request of UNITED, to furnish UNITED with samples of Products for grading
or selling purposes.

16.       Pool
Expenses Incurred By PROCESSOR.

16.1     PROCESSOR
shall be reimbursed out of the Primary Pool for its Asset Costs and its
Operating Costs; provided however, that storage costs of thick juice from beets
or raw cane refinery feedstock shall only be reimbursable pursuant to the
Storage Reimbursement Guidelines set forth in Schedule C.

16.2     UNITED
shall credit the PROCESSOR for Asset Costs and Operating Costs within thirty
(30) days of submission of PROCESSORs written cost breakdown. In the event
there is a dispute regarding the amount of such reimbursement, UNITED shall
credit the undisputed amount and if the parties are unable to resolve the
disputed amounts within thirty (30) days from the date payment is due, the
controversy shall be resolved in the manner provided in Section 21 hereof.

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16.3     PROCESSOR
shall, prior to the construction or installation of any new assets to be
charged to the Primary Pool, obtain approval from UNITED for such construction
or installation.

17.       Term
of
Agreement: Termination.

17.1     Term.
The term of this Agreement shall commence on the date hereof and shall continue
through August 31, 2003 (the Initial Term) and from Fiscal Year to Fiscal
Year thereafter (the Renewal Terms) until terminated as provided herein.
Term shall mean the initial term and any Renewal Terms, as provided herein.

17.2     Termination
by Producer by Reason of Dissent. During the Term, PROCESSOR shall have the
right to terminate this Agreement, without penalty, by Notice delivered to
UNITED twelve months prior to the effective date of termination, if the
PROCESSOR dissents from any of the following actions taken by UNITED:

| |         |                                                                      
| | ------- | ---------------------------------------------------------------------
| | 17.2.1. | Changes in
  UNITEDs strategic plan;                                
| |         |                                                                      
| | 17.2.2. | Merger of or
  acquisition by UNITED;                                
| |         |                                                                      
| | 17.2.3. | Amendment to
  the Articles of Incorporation or By-Laws of UNITED; or
| |         |                                                                      
| | 17.2.4. | Admission of
  a new member into UNITED.                             

17.3     Termination
by Either Party After the Initial Term. Either party has the right to
terminate this Agreement at the end of the Initial Term and thereafter by
giving written notice by registered mail to the other party of such termination
as follows:

| |         |                                                                                                                                                                                                                                                         
| | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 17.3.1. | Notice of
  termination to be effective at the conclusion of the Initial Term shall be
  given prior to May 1, 2002.                                                                                                                                    
| |         |                                                                                                                                                                                                                                                         
| | 17.3.2. | Notice of
  termination to be effective at the conclusion of a Renewal Term shall be
  given prior to May 1 of a given year to be effective on August 31 of the
  subsequent year (e.g., notice given on April 30, 2004 is effective August 31,
  2005).

17.4     Termination
Pursuant to the By-Laws of the UNITED. In the event membership in UNITED is
terminated pursuant to the provisions of the By-Laws of UNITED, this Agreement
shall terminate effective the date of termination of membership; provided,
however, that UNITED shall have the obligation to purchase from PROCESSOR and
the PROCESSOR shall have the obligation to sell Products in the quantities and
under the payment terms provided in this Agreement for the next succeeding
twelve (12) month period following termination; further provided, that in no
event shall UNITED or PROCESSOR be required to

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take any
actions that could jeopardize UNITEDs status as a common marketing agent under
Capper-Volstead Act.

17.5     Performance
Following Termination.

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| | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 17.5.1. | Following
  termination of this Agreement, as provided in Sections 17.1, 17.2, or 17.3
  above, PROCESSOR shall have the obligation to sell its Pro Rata Share of any
  Product for which UNITED has, as of the date of notice of termination, made
  commitment to deliver to a third party Buyer under the payment terms provided
  for in this Agreement.                                                          
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 17.5.2. | The rights
  and obligations with respect to the marketing of PROCESSORs Products shall
  continue in effect until all of such pooled Products have been sold by UNITED
  and PROCESSORs pro-rata share of the Net Selling Price from sales of Primary
  Pool Products produced by UNITEDs Members during such years and reimbursable
  costs and expenses have been distributed to PROCESSOR and UNITEDs Members.

18.       Representations,
Warranties, and Indemnifications.

18.1     Representations
By Processor. PROCESSOR represents and warrants that it is not under
contract or obligation to sell, market, consign or deliver any of the Products
committed to the pools under this Agreement to any other person, firm,
association, corporation or other entity. Further, PROCESSOR shall defend and
hold harmless UNITED from any costs, claims, liabilities, suits or other
proceedings or actions of any nature or kind whatsoever arising from or
connected with any such prior agreement, contract or arrangement or the
termination or cancellation of any prior agreements, contracts or arrangements.

18.2     Representations
By UNITED. UNITED represents and warrants that it has the power and
authority to enter into this Agreement, sell the Products committed to the
pools and otherwise to fulfill its obligations under this Agreement. Further,
UNITED shall defend and hold harmless PROCESSOR and its employees, agents and
shareholders, from any costs, claims, liabilities, suits or other proceedings
or actions of any nature or kind whatsoever arising from or connected with any
sales by UNITED of Products hereunder.

18.3     Indemnification
By PROCESSOR. PROCESSOR hereby agrees to indemnify and hold harmless,
UNITED, its Members, and their respective employees, from and against any
claims, losses or liabilities arising out of, or resulting from, the
production, on-site storage or loading of any Products which are marketed by
UNITED pursuant to this Agreement.

18.4     Transgenic
Variety. PROCESSOR warrants and represents that it will not, without the
prior written consent of UNITED, knowingly deliver any Product to UNITED or to
a Buyer that is grown using a Transgenic Variety. UNITED and PROCESSOR further
agree that any consent provided by UNITED under this Section 18.4 shall not be
effective until

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UNITED also
delivers to PROCESSOR the unanimous written consent of all Members of UNITED to
the delivery by the PROCESSOR of Product that is grown using a Transgenic
Variety. PROCESSOR shall indemnify, defend and hold UNITED and each of its
Members and their respective directors, officers, employees, representatives
and agents (each an Indemnitee) harmless from and against all liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses
(including, without limitation, attorneys fees and expenses, product recall
and/or re-routing expenses and other incidental, consequential, special and
punitive damages) (collectively, the Liabilities) imposed upon, incurred by
or asserted against the Indemnitee that result directly from the knowing
delivery by PROCESSOR of any Product that is grown using a Transgenic Variety
pursuant to this Agreement. UNITED and PROCESSOR agree that the other Members
of UNITED are third party beneficiaries to the representations and warranties
contained in this Section 18.4.

18.5     Indemnification
By UNITED. UNITED hereby agrees to indemnify and hold harmless, PROCESSOR,
and its employees, agents and shareholders from and against any claims, losses
or liabilities arising out of, or resulting from, the actions or omissions of
UNITED, its employees or agents with respect to the Product, from and after the
time risk of loss of PROCESSORs Product transfers.

18.6     Conformance
with Articles and Bylaws. PROCESSOR accepts and agrees to conform to and
abide by the provisions of the Articles of Incorporation and Bylaws of UNITED
and all amendments thereto during the Term of this Agreement.

18.7     Non-Waiver
of Rights. PROCESSOR agrees that UNITED shall have all rights and remedies
provided by law and in the Bylaws of UNITED in the event of a breach or
threatened breach by PROCESSOR of this Agreement. UNITED represents that all
other Members either have entered into or will be required to enter into
identical Member marketing agreements for the marketing of pooled Products
produced by the other Members.

19.       Marketing
Allotments and Allocations.

19.1     Allocation
is Property of PROCESSOR. In the event Allotments and Allocations are
implemented pursuant to the Allotment Statute, any Allocation attributable to
PROCESSOR shall be the property of PROCESSOR.

19.2     Product
in Excess of Allocation.

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| | ------- | --------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 19.2.1. | Products in
  excess of PROCESSORs Allocation shall not be included in the Primary Pool
  but will be marketed as follows:
| |         |                                                                                                                             |                                                                                                                                                                                                                                          
| |         | 19.2.1.1.                                                                                                                   | By
  PROCESSOR, to a non-Member processor, and not to a domestic user or consumer
  of sugar; provided however, that UNITED shall be reimbursed for all direct
  costs relating to the storage or handling of any such Product by UNITED;

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| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        | 19.2.1.2                                                                                                                                                                                                                                                                                                                    | In the
  alternative, PROCESSOR and UNITED may mutually agree that Products in excess
  of PROCESSORs Allocation shall be marketed by UNITED as part of an
  alternative or separate pool that is created for each affected PROCESSOR. If
  UNITED markets the Product that is in excess of the PROCESSORs allocation,
  PROCESSOR may elect to have Product in excess of its Allocation marketed by
  UNITED in the current year (in the export market or other markets that do not
  violate the Allotment Statute) or carried over by UNITED to the next Fiscal
  Year;
| |        |                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        | 19.2.1.3                                                                                                                                                                                                                                                                                                                    | Nothing in
  this Section 19.2.1 shall preclude PROCESSOR from selling Product in excess
  of its Allocation to another Member.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 19.2.2 | In the event
  PROCESSOR has Product in excess of its Allocation that is being stored by
  UNITED, any additional incremental costs incurred as a result of such storage
  shall be charged to PROCESSOR as part of the operation of the separate pool
  and shall not be shared by other participants in the Primary Pool.

19.3     Net
Selling Price When Allocations Implemented. In the event of Allotments and
Allocations, Net Selling Price of Primary Pool and net selling price of
non-Primary Pool Product shall be determined in a manner consistent with the
provisions of Section 7 of this Agreement; provided that (i) in the case of the
Primary pool, shall be based upon the volume of PROCESSORS actual production
that is not in excess of PROCESSORS Allocation, and (ii) in the case of a non-Primary
Pool, shall be based upon the volume of PROCESSORS Product that is in the
non-Primary Pool. Purchased Sugar shall be included in the Pro Rata Share
(subject to adjustment pursuant to Section 7.2) and included in the Primary
Pool, but the sum of PROCESSORS actual production and the quantity of
Purchased Sugar shall not exceed the Allocation of the PROCESSOR.

20.       Force
Majeure.

20.1     Notification
and Efforts to Minimize. Neither party shall be liable to the other for
failure to perform any part of this Agreement if such failure results from the
occurrence of an event of Force Majeure, provided that the party affected by
the event (i) notifies the other party of such event promptly upon learning of
the occurrence of the event, such Notice (as hereinafter defined) to include
the anticipated effect of such event on the performance of such party under
this Agreement and (ii) uses its best efforts to minimize delays and/or
non-performance caused by such event.

20.2     Release
from Liability. Each party shall be completely released from all liability
to the other arising as a consequence of any excused performance caused by an
event

---



of Force
Majeure, including, but not limited to, all claims for incidental, special or
consequential damages.

21.       Dispute
Resolution.

21.1     Agreement
to Arbitrate. Any dispute, controversy or claim arising out of or relating
to this Agreement that cannot be resolved amicably between the parties shall be
finally resolved by arbitration in Chicago, Illinois, or such other location as
may be mutually agreed upon, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (AAA); provided however, that
the plaintiff in any claim for damages exceeding $10,000,000 may seek judicial
resolution in any court of competent jurisdiction and shall not be subject to
this Section. Any arbitration shall be held before a panel of three (3)
arbitrators mutually agreed to between the parties, one of whom shall be
familiar with the sugar industry. If the parties are unable to agree upon the
selection and appointment of arbitrators within thirty (30) days of a written
demand for arbitration, then arbitrators shall be appointed by the AAA pursuant
to its Commercial Arbitration Rules.

21.2     Discovery.
In connection with any such arbitration, the parties further agree to
participate in the exchange of information and documentation through discovery
pursuant to the rules established by the arbitrators.

21.3     Authority
of Arbitrators. The arbitrators shall have full authority to render any
form of legal or equitable relief to address the parties dispute, including an
award of monetary damages and/or injunctive relief; provided, however, that in
no event shall the arbitrators have the power to include any element of
punitive or exemplary damages in the arbitration award. Judgment upon any award
for any legal or equitable relief so rendered by the arbitrators shall be
considered final and binding and may be entered in any state or federal court
of competent jurisdiction.

22.       Complete
Agreement. The parties agree that this Agreement constitutes the
complete agreement of the parties with respect to the subject matter hereto and
there are no oral or other conditions, promises, representations or inducements
in addition to oral variance with any of the terms hereof, and that this
contract represents the voluntary and clear understanding of both parties fully
and completely.

23.       Assignment. Neither PROCESSOR nor UNITED may assign this
Agreement without prior written consent of the other party and the other
Members who have entered into identical pool marketing agreements with UNITED.

24.       Waiver
of
Breach. No waiver of a breach of any of the agreements or
provisions contained in this Agreement shall be construed to be a waiver of any
subsequent breach of the same or of any other provision of this Agreement.

---



25.       Notices.
Whenever notice is required by the terms hereof, it shall be given in writing
by delivery or by certified or registered mail addressed to the other party at
the following address or such other address as a party shall designate by
appropriate notice:

|                   |                               
|------------------ | ------------------------------
|If to
  UNITED:   
|                   |                               
|                   | UNITED
  SUGARS CORPORATION   
|                   | 7801 E. Bush
  Lake Road      
|                   | Bloomington,
  Minnesota 55439
|                   | Attn:
  President             
|                   |                               
|                   | With a copy
  to:             
|                   |                               
|                   | Robert G.
  Hensley, Esq.     
|                   | Dorsey &
  Whitney LLP        
|                   | 220 South 6th
  Street        
|                   | Minneapolis,
  Minnesota 55101
|                   |                               
|If to
  PROCESSOR:
|                   |                               
|                   | MINN-DAK
  FARMERS COOPERATIVE
|                   | 7525 Red
  River Road         
|                   | Route 1, Box
  10             
|                   | Wahpeton, ND
  58075          
|                   | Attention:
  CEO              

If notice is
given by mail, it shall be effective two (2) days after mailing.

26.       Construction
of Terms of Agreement: Modification. The language in all parts
of this Agreement shall be constructed as a whole according to its fair meaning
and not strictly for or against any party hereto. Headings in this Agreement
are for convenience only and are not construed as a part of this Agreement or
in any defining, limiting or amplifying the provisions hereof. This Agreement
contains the entire agreement between the parties with respect to the subject
matter hereof and shall not be modified in any manner except by an instrument
in writing executed by the parties hereto. In the event any term, covenant, or
condition herein contained is held to be invalid or void by any court of
competent jurisdiction, the invalidity of any such term, covenant or condition
shall in no way affect any other term, covenant or condition herein contained.

27.       Successors
and Assigns. Subject to the other provisions of this Agreement,
all of the terms, covenants and conditions of this Agreement shall inure to the
benefit of and shall bind the parties hereto and their successors and assigns.

IN WITNESS
WHEREOF, UNITED and PROCESSOR have executed this Agreement effective the day
and year first above written.

---



| |                                |                   
| | ------------------------------ | ------------------
| | UNITED
  SUGARS CORPORATION   
| |                                |                   
| | By:                            | /s/ Tom McKenna   
| |                                |                   
| | Its:                           | President         
| |                                |                   
| |                                |                   
| | MINN-DAK
  FARMERS COOPERATIVE
| |                                |                   
| | By:                            | /s/ David H. Roche
| |                                |                   
| | Its:                           | President and CEO 
| |                                |                   

---



Schedule
A
{Section 10.1}

Specifications
for Products(Attached)

THIS SECTION IS
INCORPORATED BY REFERENCE FROM THE COMPANYS ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED AUGUST 31, 1998 AS FILED ON NOVEMBER 24, 1998.

---



Schedule
B

{Section
10.1}

Quality
Assurance Policy

PURPOSE:

The purpose of the Quality Assurance function at
UNITED is to provide guidance and direction to operational groups in the
development, implementation and maintenance of Quality Systems.  Quality Systems are those systems designed
to assure products and services of the Member companies meet the expectations
of the targeted customer segments.

The Quality Assurance group will accomplish this
through development, implementation and audit of systems and standards that
will be developed and implemented that define customer expectations as well as
documenting the performance of the Member companies against those standards.

STRATEGY:

The vehicle through which the above will be
accomplished will be a system of documented policies and procedures defining
the activities that will occur within each of the operational groups providing
product for sale.

The basis for those policies and procedures will be a
combination of FDA requirements as well as standards communicated by UNITEDs
primary customer segments.

Policies and procedures that will be defined, include
but are not limited to:

Product Safety/Regulatory
(FDA):

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Good Manufacturing Practices (21 CFR Part 110 of the
  Food Drug and Cosmetic Act).                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | * | HACCP (Hazards Analysis and Critical Control Points)                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   | (The two systems noted above are made up of a number
  of audit and process management activities designed to assure the safety of
  the product that is produced, stored and distributed by internal facilities
  as well as outside agents of the company [i.e. copack facilities, facilities
  that produce and ship product under agreement with UNITED and Outside
  Distribution Facilities/Public Warehouses]).

Product
Quality/Functionality

---



| |   |                                                                                                                                                                                            |                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------
| | * | Product Standards for each product sold and
  distributed through UNITED will be defined.
  Standards (for product as shipped) will typically be defined by any or
  all of the following:
| |   |                                                                                                                                                                                            | *Flavor/Odor                                                                  
| |   |                                                                                                                                                                                            | *Color                                                                        
| |   |                                                                                                                                                                                            | *Moisture                                                                     
| |   |                                                                                                                                                                                            | *Ash                                                                          
| |   |                                                                                                                                                                                            | *Sediment                                                                     
| |   |                                                                                                                                                                                            | *Visible Specks                                                               
| |   |                                                                                                                                                                                            | *Floc                                                                         
| |   |                                                                                                                                                                                            | *Invert                                                                       
| |   |                                                                                                                                                                                            | *Specific Rotation                                                            
| |   |                                                                                                                                                                                            | *Granulation                                                                  
| |   |                                                                                                                                                                                            | *Density                                                                      
| |   |                                                                                                                                                                                            | *Flowability                                                                  
| |   |                                                                                                                                                                                            | *Pesticides/heavy metals                                                      
| |   |                                                                                                                                                                                            | *Specific trace element analysis                                              
| |   |                                                                                                                                                                                            | As defined by the
  customer segment (i.e. 
  bottling and National Formulary)
| |   |                                                                                                                                                                                            | *Microbiology standards                                                       
|
| | * | Process Control Systems/Documentation                                                                                                                                                     
| |   |                                                                                                                                                                                           
| |   | Process Control Systems are those control systems by
  which each producing facility manages their process to produce product which
  meet the approved product standards as shipped.     
| |   |                                                                                                                                                                                           
| |   | Each Member facility will document, through a
  Standard Operating Procedures format, the methods utilized to assure
  processes are operated in a consistent controllable manner.        

---



Schedule
C{Section 16.1}

Parameters
for Including Tanks as an Expense of the Primary Pool
UNITED SUGARS

The PROCESSORs shall be reimbursed out of the Primary
Pool for its storage costs of thick juice from beets or raw cane refinery
feedstock only if, in the judgment of UNITED, there is a benefit to the Primary
Pool.  The assets costs associated with
the storage of thick juice in tanks and the storage of raw sugar will be an
expense of the Primary Pool when the use/increased use of these assets at
UNITEDs request will lower the overall costs to the Primary Pool.  Generally, this would happen anytime UNITED
forces increased use of the these tanks or raw storage over and above what is
already incorporated into the members annual plant production schedule for
that campaign.

In the event UNITED requests the use/increased use of
assets for the storage of thick juice in tanks or the storage of raw sugar, the
Primary Pool shall pay the PROCESSORs asset costs as follows:

| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For each month (regardless of the number of days of
  storage used by UNITED during such month) that UNITED requests use of tanks
  or raw storage, the PROCESSOR shall be reimbursed for 1/12th of
  its annual asset cost for the utilized storage.                                                                               
| |                                                                                                                                                                                                                                                                                                                                     
| | The storage requested by UNITED and the subsequent
  withdrawal from storage shall be on a first-in, first-out basis with respect
  to PROCESSORs total storage.                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                     
| | The storage rate charged by PROCESSOR for the use of
  tanks or raw storage shall be calculated based upon the percentage of storage
  utilized by UNITED multiplied by PROCESSORs average cost of all tanks or raw
  storage that are routinely utilized by PROCESSOR for storage of thick juice
  or raw cane refinery feedstock.
| |                                                                                                                                                                                                                                                                                                                                     
| | PROCESSOR shall be reimbursed for incremental
  refining costs that directly result from reimbursable storage covered by this
  Schedule C.                                                                                                                                                                                         

---

SECOND
AMENDED
UNIFORM MEMBER SUGAR MARKETING AGREEMENT
POOL BASIS

THIS SECOND AMENDED UNIFORM MEMBER SUGAR MARKETING
AGREEMENT (SECOND AMENDED AGREEMENT), made effective as of the
17th day of May, 2002, by and between UNITED
SUGARS CORPORATION, a cooperative association organized under the
laws of the State of Minnesota (hereinafter referred to as UNITED), and MINN-DAK FARMERS COOPERATIVE, a
cooperative association
organized under the laws of the State of North Dakota, (hereinafter referred to
as PROCESSOR), as follows:

WITNESSETH

WHEREAS, PROCESSOR and UNITED entered into
a Uniform Member Sugar Marketing Agreement effective September 1, 2001 (Marketing
Agreement) regarding the marketing of certain Products (as defined in the
Marketing Agreement);

WHEREAS,UNITED STATES SUGAR COMPANY and
UNITED entered into a First Amended Uniform Member Marketing Agreement
effective January 15, 2002 that related only to UNITED STATES SUGAR COMPANY and
the method of disbursing receipts to a cane processor under Section 7.2 of the
Marketing Agreement1;
and

WHEREAS, PROCESSOR and UNITED desire to
enter into this Second Amended Agreement in order to clarify the disbursement
of cash to Members under the Marketing Agreement.

NOW, THEREFORE, in consideration of the
above, subject to the respective terms, conditions, and obligations of
PROCESSOR and UNITED herein, UNITED and PROCESSOR agree as follows:

1.          Amendment
to Section 7.2.   Section 7.2 of the Marketing Agreement shall be deleted in its
entirety and replaced with the following paragraph:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 7.2       Timing
  of Payment to Members.  As sales
  of Finished Product are made by UNITED from the Primary Pool, the gross cash
  receipts received by UNITED from the sale of such Finished Products shall be
  paid daily to PROCESSOR and the other Primary Pool participants on the basis
  of their estimated proportionate share of the Finished Product, reduced by
  in-process inventories on hand at the beginning of the year, to be produced
  by PROCESSOR and each of the other participants in the Primary Pool during
  that Fiscal year.     The formula set forth in
  Section 6.3 (Adjustments for Cane Producers) shall be utilized to adjust Cane
  Producers production during the

|  |                                                                                            
|- | -------------------------------------------------------------------------------------------
| 
|1 | There is not a
  First Amended Uniform Member Marketing Agreement for SMBSC, ACSC, or MDFC.

---

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Fiscal Year for the purpose of determining Cane
  Producers estimated proportionate share, and the payment of gross cash
  receipts to Cane Producer shall be adjusted accordingly. Because gross cash
  receipts are distributed daily, UNITED shall borrow from its line of credit
  in order to cover its monthly operating costs. Such monthly operating costs
  shall be promptly reimbursed to UNITED by PROCESSOR on the same basis described above regarding daily cash distributions
  so that PROCESSOR pays its Pro Rata Share of the expenses that are incurred
  by UNITED during the Fiscal Year.

2.          Complete
Agreement. The parties agree
that this Second Amended Agreement and the Marketing Agreement constitute the
complete agreement of the parties with respect to the subject matter hereto and
there are no oral or other conditions, promises, representations or inducements
in addition to oral variance with any of the terms hereof, and that this contract
represents the voluntary and clear understanding of both parties fully and
completely.

IN
WITNESS WHEREOF, UNITED and PROCESSOR have executed this Second Amended
Agreement effective the day and year first above written.

| |                              |                     | 
| | ---------------------------- | ------------------- | 
| | UNITED SUGARS CORPORATION   
| |                             
| | By:                          | /s/ Tom McKenna     | 
| |                              |                     | 
| | Its:                         | President           | 
| |                              |                     | 
| |                             
| | MINN-DAK FARMERS COOPERATIVE
| |                             
| | By:                          | /s/ David H. Roche  | 
| |                              |                     | 
| | Its:                         | President
  and CEO | 
| |                              |                     | 

---



THIRD
AMENDED
UNIFORM MEMBER SUGAR MARKETING AGREEMENT
POOL BASIS

THIS THIRD AMENDED UNIFORM MEMBER SUGAR MARKETING
AGREEMENT (THIRD AMENDED AGREEMENT), made effective as of the 27th
day of September, 2002, by and between UNITED
SUGARS CORPORATION, a cooperative association organized under the
laws of the State of Minnesota (hereinafter referred to as UNITED), and MINN-DAK FARMERS COOPERATIVE, a
cooperative association
organized under the laws of the State of North Dakota, (hereinafter referred to
as PROCESSOR), as follows:

WITNESSETH

WHEREAS, PROCESSOR and UNITED entered into
a Uniform Member Sugar Marketing Agreement effective September 1, 2001 (Marketing
Agreement) regarding the marketing of certain Products (as defined in the
Marketing Agreement);

WHEREAS,UNITED STATES SUGAR CORPORATION
and UNITED entered into a First Amended Uniform Member Sugar Marketing
Agreement effective January 15, 2002 that related only to UNITED STATES SUGAR
CORPORATION and the method of disbursing receipts to a cane processor under
Section 7.2 of the Marketing Agreement2;
and

WHEREAS, PROCESSOR and the other Members of
UNITED entered into a Second Amended Uniform Member Sugar Marketing Agreement
effective May 17, 2002 that related to the method of disbursing receipts to
Members; and

WHEREAS,
PROCESSOR and UNITED desire to enter into this Third Amended Agreement in order
to modify the provisions of Section 12 of the Marketing Agreement.

NOW,
THEREFORE, in consideration of the above, subject to the
respective terms, conditions, and obligations of PROCESSOR and UNITED herein,
UNITED and PROCESSOR agree as follows:

1.       Amendment to
Section 2.2.  Section
2.2 of the Marketing Agreement shall be deleted in its entirety and replaced
with the following paragraph:

| |                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | UNITED agrees, and is hereby empowered by PROCESSOR,
  during the term of this Agreement, to sell all Product produced by PROCESSOR
  to such purchasers, at such time or times, at such place or places, in such
  manner, and on such prices or terms, as UNITED determines to be in the best
  interests of PROCESSOR and the other Members of UNITED.

|  |                                                                                                
|- | -----------------------------------------------------------------------------------------------
| 
|2 | There is not a First Amended Uniform Member Sugar Marketing Agreement for
SMBSC, ACSC, or MDFC.

---



|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|2.       Amendment to Section 12.Sections
12.1 through 12.4 of the Marketing Agreement shall be deleted in their
entirety and replaced with the following paragraphs:
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                
|                                                                                                                                                                      | 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Transfer of Title, Risk of
Loss, and Insurance.
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                
|                                                                                                                                                                      | 12.1   Title and Risk of
  Loss.  Effective with shipments made on or after October 1,
  2002, with respect to Product that UNITED has requested to be shipped by
  PROCESSOR, title to such Product shall pass to United on the date the Product
  is shipped by PROCESSOR from PROCESSORs facility: (i) to UNITED; (ii) to a
  warehouse owned or leased by UNITED; (iii) to a party acquiring Product from
  UNITED, or (iv) to a customer of UNITED.
  PROCESSOR covenants and agrees that it shall bear the risk of loss of
  Product produced by PROCESSOR until title is transferred to UNITED. UNITED
  covenants and agrees that it shall bear the risk of loss of Product once
  title is transferred to UNITED. With the prior written consent of all Members
  of UNITED, PROCESSOR and UNITED may also mutually agree to: (i) transfer to
  UNITED the title to Product shipped from PROCESSORs facility before October
  1, 2002, and in such event, risk of loss shall pass to UNITED upon the
  transfer of title to UNITED; or (ii) to transfer the title to Product to
  UNITED that has not been shipped by PROCESSOR, and in such event, risk of
  loss shall pass to UNITED as to be mutually agreed upon by PROCESSOR, UNITED,
  and the Members.
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                      | 12.2   Processor to Maintain
  Insurance.  PROCESSOR covenants
  and agrees, at its sole cost and at all times during the Term of this
  Agreement, to maintain in force an insurance policy or policies covering
  loss, theft or damage to the Products from any cause whatsoever until the
  transfer of title to UNITED, in amounts not less than the full insurable
  value thereof, and product liability insurance in amounts required by UNITED
  from time to time, which product liability insurance shall name UNITED as an
  additional or a named insured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                      | 12.3   UNITED to Maintain
  Insurance.  UNITED covenants and
  agrees, at all times during the Term of this Agreement, to maintain in force
  during the period it has title to Product, an insurance policy or policies
  covering loss, theft or damage to the Products from any cause whatsoever in
  amounts not less than the full insurable value thereof, and product liability
  insurance in amounts deemed reasonable by UNITED, which product liability
  insurance shall name PROCESSOR as an additional or named insured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                      | 12.4   Certificates of
  Insurance.  Insurance policies
  shall be taken out with responsible insurance companies licensed to write
  insurance in Minnesota, in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the case of UNITED, and in the appropriate state, in
  the case of PROCESSOR, and each shall not be canceled or altered without ten
  days written notice to UNITED and PROCESSOR.  Each party shall furnish the other party with certificates of
  insurance for policies required hereunder, together with a summary of the
  terms and conditions of the policy or policies, and the date on which the
  same expire.

3.       Complete Agreement and Counterparts.The parties agree that this Third Amended Agreement and the Marketing
Agreement, as amended, constitute the complete agreement of the parties with
respect to the subject matter hereto and there are no oral or other conditions,
promises, representations or inducements in addition to oral variance with any
of the terms hereof, and that this contract represents the voluntary and clear
understanding of both parties fully and completely. This Third Amended Agreement may be executed in separate counterparts
and, when taken together, shall constitute a fully executed agreement of the
parties.

IN
WITNESS WHEREOF, UNITED and PROCESSOR have executed this Third Amended
Agreement effective the day and year first above written.

| |                              |                     | 
| | ---------------------------- | ------------------- | 
| | UNITED SUGARS CORPORATION   
| |                             
| | By:                          | /s/ Tom McKenna     | 
| |                              |                     | 
| | Its:                         | President           | 
| |                              |                     | 
| |                             
| | MINN-DAK FARMERS COOPERATIVE
| |                             
| | By:                          | /s/ David H. Roche  | 
| |                              |                     | 
| | Its:                         | President
  and CEO | 
| |                              |                     | 

---



FIFTH
AMENDED
UNIFORM MEMBER SUGAR MARKETING AGREEMENT
POOL BASIS

THIS FIFTH AMENDED UNIFORM MEMBER SUGAR MARKETING
AGREEMENT (FIFTH AMENDED AGREEMENT), made effective as of the 19th
day of November, 2002, by and between UNITED
SUGARS CORPORATION, a cooperative association organized under the
laws of the State of Minnesota (hereinafter referred to as UNITED), and MINN-DAK FARMERS COOPERATIVE, a
cooperative association
organized under the laws of the State of North Dakota, (hereinafter referred to
as PROCESSOR), as follows:

WITNESSETH

WHEREAS, PROCESSOR and UNITED entered into
a Uniform Member Sugar Marketing Agreement effective September 1, 2001 (Marketing
Agreement) regarding the marketing of certain Products (as defined in the
Marketing Agreement);

WHEREAS, UNITED STATES SUGAR CORPORATION
and UNITED entered into a First Amended Uniform Member Sugar Marketing
Agreement effective January 15, 2002 that related only to UNITED STATES SUGAR
CORPORATION and the method of disbursing receipts to a cane processor under
Section 7.2 of the Marketing Agreement3;
and

WHEREAS, PROCESSOR and the other Members of
UNITED entered into a Second Amended Uniform Member Sugar Marketing Agreement
effective May 17, 2002 that related to the method of disbursing receipts to
Members; and

WHEREAS, PROCESSOR and the other Members of
UNITED entered into a Third Amended Uniform Member Sugar Marketing Agreement effective
September 27, 2002 that related to the transfer of title to Product; and

WHEREAS, SOUTHERN MINNESOTA BEET SUGAR
COOPERATIVE and UNITED entered into a Fourth Amended Uniform Member Sugar
Marketing Agreement4 effective September 27, 2002 regarding thick
juice; and

WHEREAS, on November 19, 2002 the Commodity
Credit Corporation provided written clarification to USC concerning the
transfer of title to Product and PROCESSOR and UNITED desire to enter into this
Fifth Amended Uniform Member Sugar Marketing

|  |                                                                                                  
|- | -------------------------------------------------------------------------------------------------
| 
|3 | There is not a First Amended Uniform Member Sugar
  Marketing Agreement for SMBSC, ACSC, or MDFC.
|  |                                                                                                  
|4 | There is not a Fourth Amended Uniform Member Sugar
  Marketing Agreement for MDFC, ACSC, or USSC.

---



Agreement in order to rescind the Third Amended
Uniform Member Sugar Marketing Agreement; and

NOW, THEREFORE, in consideration of the
above, subject to the respective terms, conditions, and obligations of
PROCESSOR and UNITED herein, UNITED and PROCESSOR agree as follows:

1.       Rescission
of Third Amended Uniform Member Sugar Marketing Agreement.
The Third Amended Uniform Member Sugar Marketing Agreement is hereby rescinded
effective November 19, 2002.

2.       Complete
Agreement and Counterparts. The parties agree that this
Fifth Amended Agreement and the Marketing Agreement, as amended, constitute the
complete agreement of the parties with respect to the subject matter hereto and
there are no oral or other conditions, promises, representations or inducements
in addition to oral variance with any of the terms hereof, and that this
contract represents the voluntary and clear understanding of both parties fully
and completely. This Fifth Amended Agreement may be executed in separate
counterparts and, when taken together, shall constitute a fully executed
agreement of the parties.

IN
WITNESS WHEREOF, UNITED and PROCESSOR have executed this Fifth Amended
Agreement effective the day and year first above written.

| |                              |     |                   | 
| | ---------------------------- | --- | ----------------- | 
| | UNITED SUGARS CORPORATION   
| |                             
| | By:                          | /s/ | John Doxsie       | 
| |                              |     |                  
| | Its:                         |     | President         | 
| |                              |     |                  
| |                              |     |                  
| | MINN-DAK FARMERS COOPERATIVE
| |                             
| | By:                          | /s/ | David H. Roche    | 
| |                              |     |                  
| | Its:                         |     | President and CEO | 
| |                              |     |                  

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