Exhibit 10(e)

UNIFORM
MEMBER MARKETING AGREEMENT
POOL BASIS

THIS
AGREEMENT, made effective as of the 1st day of September
2001, by and between MIDWEST AGRI-COMMODITIES COMPANY, a
cooperative association organized under the laws of the State of North Dakota
(hereinafter referred to as MIDWEST) 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 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 beet processing plants for the
purposes of producing sugar, beet pulp, molasses, and related products from
sugar beets; and

WHEREAS,
MIDWEST 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 processor-members for the purposes of acting as a
marketing agency for its members and of engaging in the business of marketing
the beet pulp, molasses, and related products produced by its members; and

WHEREAS,
PROCESSOR wishes to participate with other members (collectively the Members)
and pooled contract patrons (Patrons) of MIDWEST in developing and
maintaining a dependable market for certain products produced by PROCESSOR; and

WHEREAS,
MIDWEST 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 the
PROCESSOR and MIDWEST herein, MIDWEST and PROCESSOR agree as follows:

1. Appointment
of MIDWEST as Sales Agent.
PROCESSOR appoints and designates MIDWEST to act as its sole worldwide agent in
the sale and marketing of the following products (hereinafter collectively the Co-Products)
produced by PROCESSOR during the term of this Agreement:

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(a) Beet
pulp;(b) Molasses;(c) Separator
Molasses Solubles;(d) Concentrated
Separator By-Product; and(e) Any
other product for which the Members of MIDWEST have, by unanimous vote, created
a separate pool.

MIDWEST
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 MIDWEST may employ all such persons and agencies as it determines to be
necessary to carry out its obligations under this Agreement. MIDWEST agrees,
and is hereby empowered by PROCESSOR, to sell in its own name, and pass title
to, all Co-Products produced by PROCESSOR during the term of this Agreement to
such third party purchasers (hereinafter Purchaser or Purchasers), in such
markets, at such time or times, at such place or places, in such manner and on
such prices or terms as MIDWEST determines to be in the best interests of
PROCESSOR and the Members and Patrons of Midwest. It is understood and agreed
that this Agreement applies to all Co-Products produced by PROCESSOR in any
state or location.

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

3. Product
Pools. MIDWEST and PROCESSOR agree that the Co-Products to be
sold by MIDWEST hereunder shall be pooled for each crop year with products of
the Members of MIDWEST. Separate pools shall be maintained for each of the
Co-Products. Additional pools may be established by unanimous agreement of the
Members of MIDWEST to market new or related products developed by the Members
and Patrons. As sales are made, the proceeds received by MIDWEST from the sale
of the Co-Products received from PROCESSOR shall be deposited into the
appropriate pool, and shall be credited to PROCESSOR and the Members on the
basis of their respective pro rata shares, as defined below in this Section 3
(the Pro-Rata Shares), of the net proceeds of each sale. PROCESSORs share of
net proceeds as defined in Section 5 hereof and after adjustments for advances
paid under Section 6 hereof shall be distributed to PROCESSOR by MIDWEST as
rapidly as collection and accounting procedures permit.

With
respect to each pool year covered by this Agreement, distributions of the net
proceeds shall initially be based on MIDWESTS best estimate of the amount of
Co-Product anticipated to be produced by each participant in the pool, and
shall be adjusted by MIDWEST periodically as production figures are more
precisely determined. Accordingly, the Pro-Rata Share of PROCESSOR for each
product pool shall be initially equal to a fraction with PROCESSORs estimated
annual production of that product to be pooled as the numerator and total
estimated annual pool production of that product for PROCESSOR and the other
MIDWEST Members and Patrons as the denominator. As soon as the processing
campaigns are concluded, and exact production is determined, precise Pro-Rata
Shares shall be established and any appropriate adjustments shall be made among
the pool participants.

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4. MIDWESTs Books and Records.
MIDWEST shall keep accurate records of sales and distribution of pool proceeds
in accordance with sound and generally accepted accounting practices. Said
records shall be at all reasonable times fully available for inspection by
PROCESSOR. All records of the pools shall be audited annually by MIDWESTs
regular Independent Certified Public Auditors and the Audit report made
available to PROCESSOR.

5. Definition
of Net Proceeds. The net proceeds for each product pool shall
be defined as the gross sales from such pool by MIDWEST, less:

(a) All costs, charges or expenses
directly attributable to the sale of the Co-Product;(b) All
costs of transportation and handling of the Co-Product, including storage costs
incurred by MIDWEST;(c) Insurance
premiums paid by MIDWEST;(d) State feed inspection and all
other fees and taxes incurred in the marketing of the Co-Product;(e) All
other direct and indirect charges or expenses, including administrative and
overhead, attributable to the sale of the Co-Product in the operation of the
product pools; and(f) All
losses incurred by MIDWEST as a result of uncollectible accounts receivable
shall be allocated to the appropriate product pool and shall be regarded as a
marketing expense in determining the net proceeds of that product pool.

6. Budget and Advance of Marketing Costs.
MIDWEST shall prepare a monthly budget or
estimate of all direct and indirect marketing costs for each product pool. Each
Member or Patron involved in the pool shall pay in advance its estimated Pro-Rata
share of such marketing costs for the month. In the alternative, the PROCESSOR
authorizes MIDWEST to borrow funds pursuant to its bank line of credit to pay
direct and indirect marketing costs, provided that the Members and Patrons
shall reimburse MIDWEST for the marketing expenses incurred during the previous
month no later than the 8th business day of the following month.

7. Product
Warranties and Quality Standards; Handling of Product of Substandard Quality. MIDWEST shall furnish to PROCESSOR from
time to time with Purchaser specifications for Co-Products prescribing
standards and procedures for quality control, storing and shipping of such
product. Initially such standards shall be those set forth on Schedule A
attached hereto. PROCESSOR shall observe and comply with any such
specifications furnished by MIDWEST. In addition, all Co-Products delivered to
or at the order of MIDWEST shall conform to quality and other standards that
are prescribed by applicable state and federal rules and regulations.

Co-Product
of substandard quality, as determined by MIDWEST, shall, on the joint agreement
of PROCESSOR and MIDWEST, or if no agreement has been reached, at the option of
Midwest: (a) be withheld from the pool and marketed by Midwest with input from
PROCESSOR on an individual agency basis with proceeds from the sale of such
Co-Product, less all direct and indirect selling expenses, distributed to
PROCESSOR, or (b) remain in the pool and be charged with the additional costs
relating to the substandard quality of the Co-Product.

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8. Storage of Product. PROCESSOR shall
store its Co-Products in
tanks, bins, and warehouses that are approved in advance by MIDWEST. At the
earliest reasonable time after processing commences each year and as soon as
Co-Products are placed in storage, PROCESSOR shall deliver regular inventory
reports to MIDWEST. All production included in the regular inventory report
shall be included in the pool for the appropriate crop year even though the
Co-Products remain on the property of the PROCESSOR. All on-site storage
expenses and on-site labor, materials, and other expenses incurred at the
PROCESSOR facilities for the preparation, loading and shipment of Co-Products
produced by PROCESSOR shall be paid directly by PROCESSOR and shall not be a
pool expense.

9. Risk
of Loss, Insurance, and Indemnification. PROCESSOR covenants and agrees that it
shall bear the risk of loss of the Co-Products until the Co-Products are
transferred from the various PROCESSOR facilities to a common carrier for
delivery to MIDWEST or to the Purchaser. Until such time as the Co-Products are
turned over to a common carrier for delivery to MIDWEST or to the Purchaser, 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 Co-Products from any cause whatsoever, in amounts not
less than the full insurable value thereof, and product liability insurance in
amounts required by MIDWEST from time to time, which product liability
insurance shall name MIDWEST as an additional or named insured. Said policies
shall be taken out with responsible insurance companies, and shall not be
canceled or altered without ten days written notice to MIDWEST. PROCESSOR
shall furnish MIDWEST with certificates of insurance, together with a summary
of the terms and conditions of the policy or policies, and the date on which
they expire.

From
the time of the delivery of the Co-Products to a common carrier at the various
PROCESSOR facilities, MIDWEST shall, to the extent not already covered by
existing PROCESSOR insurance policies, maintain in force an insurance policy or
policies covering product liability and loss, theft or damage to the
Co-Products in amounts not less than the full insurable value of the
Co-Products. Premiums paid for any such insurance shall be a pool expense under
Section 5 of the Agreement.

10. Logistics
Function. MIDWEST shall be responsible for performing
all normal logistics functions relating to the shipment of Co-Products from
PROCESSORs plants. MIDWEST shall use its business judgment in determining the
factory, warehouse, Member, or Patron from which to draw product, considering
such factors as, but not limited to, car loadings, points of destination,
capacity of tanks or warehouses, and size of inventories stored therein. Direct
or indirect costs of MIDWEST associated with the performance of the logistics
function shall be allocated to PROCESSOR in accordance with Section 5 of this
Agreement.

11. Information
from PROCESSOR. PROCESSOR
shall, whenever requested by MIDWEST, furnish MIDWEST product production and
related statistical data related to the Co-Products, and shall make its books
and records related to the Co-Products and statistics available at all
reasonable times for inspection by MIDWEST. PROCESSOR further agrees, upon
request of MIDWEST, to furnish MIDWEST with samples of the Co-Products for
grading or selling purposes. MIDWEST shall furnish monthly performance reports
of sales and operating costs against budget no later than 15 working days from
the end of the month.

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12. Sales
Promotion. MIDWEST agrees to do any and all things reasonably
necessary and proper to stimulate demand for the Co-Products in efforts to
improve the markets and proceeds related thereto.

13. Term
of Agreement: Termination.

(a) Term. The term of this
Agreement shall be for 2 (two)
consecutive crop years commencing on September 1, 2001 and continuing through
August 31, 2003 (the Initial Term) and from year to year thereafter until
terminated as provided herein.

(b) Termination. 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:

(i) Notice
of termination to be
effective at the conclusion of the Initial Term shall be given prior to May 1,
2002;

(ii) 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).

(c) Breach by PROCESSOR.
PROCESSOR agrees
that MIDWEST shall have all rights and remedies provided by law and in the
Bylaws of MIDWEST in the event of a breach or threatened breach by PROCESSOR of
this Agreement.

(d) Continuing Obligations.
Following the termination of this
Agreement or any reason, MIDWEST shall remain obligated to distribute the net
proceeds of each pool to PROCESSOR as provided herein.

14. Patronage
Relationship. MIDWEST and PROCESSOR agree that the
business to be transacted under this Agreement will be done on a cooperative
basis. PROCESSOR agrees to treat the full amount of any patronage distribution,
in excess of the net proceeds to be returned to PROCESSOR as provided herein,
which is made in a written notice of allocation (as defined in 26 U.S.C. §1388)
which it receives, as income received in the year in which such written notice
of allocation is received at its stated dollar amount in the manner provided in
26 U.S.C. §1385(a).

15. Compliance
with MIDWESTs Governing Instruments. PROCESSOR accepts and agrees to conform to and abide by the provisions of
the Articles of Association and Bylaws of MIDWEST and all amendments thereto
during the term of this Agreement.

16.Representations
by PROCESSOR. PROCESSOR hereby represents and warrants to MIDWEST that:

(a) Cooperative Status. PROCESSOR is a
grower-owned 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);

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(b) Marketable Title. PROCESSOR
has good and marketable title to the Co-Products, and all Co-Products which are
delivered to MIDWEST or to Purchasers are free and clear of any liens,
attachments, security interests, claims or encumbrances of any kind whatsoever;
and

(c) No
Prior Obligation. PROCESSOR is not under contract or
obligation to sell, market, consign or deliver any of the Co-Products to any
other person, firm, association, corporation or other entity. GMO Product. PROCESSOR warrants and represents that it will not
knowingly
deliver, without the prior written consent of MIDWEST, any Product to MIDWEST
that is produced in whole or in part from transgenic seed or other genetically
modified organisms used by PROCESSOR, PROCESSORs growers, or which is in any
manner acquired by PROCESSOR from another party (GMO Product). PROCESSOR
shall indemnify, defend and hold MIDWEST 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 supply by PROCESSOR of any GMO Product to MIDWEST
pursuant to this Agreement.

17. Indemnification by PROCESSOR.
PROCESSOR hereby agrees to indemnify and hold harmless, MIDWEST, its members,
and their respective employees, from and against any claims, losses or
liabilities, including attorneys fees incurred, arising out of, or resulting
from, the production, on-site storage or loading of any product which is
marketed by MIDWEST pursuant to this Agreement. In addition, PROCESSOR shall
defend and hold harmless MIDWEST from any costs, claims, liabilities, suits or
other proceedings or actions of any kind whatsoever, including attorney fees
incurred, arising from or connected with a breach of any of the representations
contained in Section 16 of this Agreement.

18. Representations by MIDWEST.

(a) Cooperative Status.MIDWEST is a
grower-owned 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).

(b) Member
Agreements. MIDWEST represents that all other Members
either have or will be required to enter into identical pool marketing
agreements for the marketing of the Co-Products.

19. Complete
Agreement. The
parties agree that there are no oral or other conditions, promises,
representations or inducements at variance with any of the terms hereof and
that this contract represents the voluntary and clear understanding of both
parties fully and completely.

20. Assignment.
Neither PROCESSOR nor MIDWEST may
assign this Agreement without the prior written consent of the other party.

21. Waiver
of Breach. No
waiver 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.

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22. Notices. Whenever notice is
required by the terms
hereof, it shall be given in writing by delivery or by certified or registered
mail to the other party at the address found at the end of this Agreement or
such other address as a party shall designate by appropriate notice. If notice
is given by mail, it shall be effective two (2) days after mailing.

23. 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 to be construed as a part of this Agreement or as defining,
limiting or amplifying the provisions hereof. This Agreement contains the
entire agreement between the parties and shall not be modified in any manner
except by an instrument in writing executed by the parties hereto. In the event
any terms, 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.

24. 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 permitted assigns.

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

|                                 |                    |                     | 
|-------------------------------- | ------------------ | ------------------- | 
|FOR MIDWEST:                     |                   
|MIDWEST AGRI-COMMODITIES COMPANY
|100 Tamal Plaza, Suite 180      
|Corte Madera, CA 94925          
|                                 |                    |                    
|By                               | /s/ V.C. Hufford   |                    
|                                 |                    |                    
|                                 | Its                | President           | 
|                                 |                    |                     | 
|                                 |                   
|FOR PROCESSOR:                   |                   
|MINN-DAK FARMERS COOPERATIVE    
|7525 Red River Road             
|Route 1, Box 10                 
|Wahpeton, ND 58075              
|                                 |                    |                    
|By                               | /s/ David H. Roche |                    
|                                 |                    |                    
|                                 | Its                | President
  and CEO | 
|                                 |                    |                     | 

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